Common use of Termination for Cause Clause in Contracts

Termination for Cause. In the event the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974.

Termination for Cause. In Bank may terminate this Agreement for cause at any time without advance notice and without further obligation or liability to Executive, by action of Bank's board of directors: (a) If Executive materially fails to perform his duties in a satisfactory manner or habitually neglects his duties; provided, however, that before any termination pursuant to this subparagraph (a) shall become effective, (i) Bank shall have given Executive written notice setting forth the event the District terminates Employee’s employment “specific grounds for cause” as defined below upon vote of a majority termination ("Warning Notice"), (ii) Bank shall have met and informed Executive of the Board grounds for termination, of the extent and nature of his unsatisfactory or negligent performance and of what Executive must do to correct such deficiencies, and (i.e.iii) Executive shall have been afforded a reasonable opportunity over a period of not less than forty-five (45) days from the date of the Warning Notice to correct the unsatisfactory or negligent performance described in the Warning Notice to the satisfaction of the board of directors, three provided, however, that Executive shall be terminated at the end of five memberssuch period if Executive fails to correct his deficient performance in the manner prescribed by and to the reasonable satisfaction of the board of directors; (b) at If Executive is convicted of illegal activity which materially adversely affects Bank's reputation in the community or which evidences the lack of Executive's fitness or ability to perform Executive's duties as determined by the board of directors, in good faith; (c) If Executive commits any act which causes termination of coverage under Bank's Bankers Blanket Bond as to Executive, as distinguished from termination of coverage as to Bank as a duly noticed Board meetingwhole; (d) If Executive dies; (e) If Executive is found to be physically or mentally incapable of performing Executive's duties for a consecutive period of ninety (90) days or greater by the board of directors, the District reasonably and in good faith. Termination pursuant to this subparagraph (e) shall provide to Employee a written notice of termination. The become effective immediately on written notice of termination will specify given by Bank to Executive after the expiration of such 90-day period; (f) If Bank is closed or taken over by any of the bank regulatory authorities having jurisdiction over Bank's activities; or (g) If any bank regulatory authority should successfully exercise its cease and desist powers to remove Executive from office. The Parties understand and agree that notwithstanding anything to the contrary contained in this Agreement: (1) this Agreement is subject to the particular cause(s) requirements and terms set forth in the reason(s) justifying the termination regulations of the Contract for cause, and Office of Thrift Supervision ("OTS") contained in 12 C.F.R. Section 563.39; (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearingspecifically, without limitation, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise provisions set forth in 12 C.F.R. Section 563.39(b) are incorporated by reference in this Agreement as if set forth in full; (3) to the greatest extent possible, this Agreement shall be interpreted so as to be consistent with said regulation; and (4) in the event of conflict or inconsistency between the terms of this Agreement and said regulation, the required provisions of said OTS regulation shall supersede any inconsistent or conflicting provisions of this Agreement. For purposes The termination of this Agreement, Agreement for any of the following will justify reasons set forth in 12 C.F.R. Section 563.39(b) shall be considered termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings cause pursuant to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974this Paragraph F.1.

Termination for Cause. In the event the District terminates EmployeeFirst Busey may terminate this Agreement and Executive’s employment “hereunder for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The Cause by delivering written notice of termination to Executive no less than thirty (30) days before the effective date of termination. First Busey may provide for an earlier date of termination provided First Busey pays to Executive the Base Salary which would have been earned during such notice period. “Cause” for termination will specify exist if: (1i) Executive engages in one or more unsafe and unsound banking practices or material violations of a law or regulation applicable to First Busey or its subsidiaries, any repeated violations of a policy of First Busey after being warned in writing by the particular cause(s) Board and/or a senior officer not to violate such policy, any single violation of a policy of First Busey if such violation materially and adversely affects the reason(s) justifying the termination business or affairs of First Busey, or a direction or order of the Contract for causeBoard and/or one of Executive’s senior officers; (ii) Executive engages in a breach of fiduciary duty or act of dishonesty involving the affairs of First Busey; (iii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act or any other applicable State or Federal law; (iv) Executive commits a material breach of Executive’s obligations under this Agreement; or (v) Executive fails to perform Executive’s duties to First Busey with the degree of skill, and (2) care or competence expected by the opportunity of Employee to be heard before the District Board of Directors on the reasons for his terminationand/or Executive’s senior officers. If Employee requests a hearingExecutive’s employment is terminated pursuant to this Section 4(b), the hearing will then First Busey shall only be held at the Board’s earliest convenience in a closed session; unless the right required to a public hearing is required by statute pay Executive such Base Salary and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager unused vacation as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have accrued through the continuing right effective date of such termination and First Busey shall have no further obligations to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974Executive.

Termination for Cause. In The Company may terminate the event Executive's employment immediately for Cause for any of the District terminates Employee’s employment “for cause” as defined below upon vote 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 majority of felony or any crime involving moral turpitude, (iv) habitual neglect or insubordination (defined as refusal to execute or carry out directions from the Board (i.e., three of five membersor its duly appointed designees) at a duly noticed Board meeting, where the District shall provide to Employee a Executive has been given written notice of termination. 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 will specify (1) specifying in reasonable detail the particular cause(s) and circumstances constituting such Cause. In the reason(s) justifying the event of such termination of the Contract Executive's employment for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearingCause, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances Executive shall the Employee be entitled to reinstatement receive only (i) his base salary pursuant to Section 3.1 earned through the position date of General Manager as a result such termination of employment plus his base salary for the period of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, vacation time earned but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members taken for the year of the general public or District employee(s) while acting in the course and scope termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and while acting without benefits to the prior approval extent actually earned by the Executive under any other benefit plan or direction program of the District; 7. Unlawful retaliation against any other District officer or employee or member Company as of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention date of any appropriate authority any facts or information relative to actual or suspected violations such termination of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statuteemployment, such as, but not necessarily limited to, compensation and benefits to be paid and at the Brown Act, Public Records Act, ethics laws or Political Reform Act normal time for payment of 1974such compensation and benefits and (iii) any reimbursement amounts owing under Section 4.

Termination for Cause. In the event the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying Upon the termination of Executive’s employment by the Contract Company for causeCause (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 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 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 Reporting Officer); (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 hereof, provided, however, that 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 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 a reasonable opportunity to cure, (v) a knowing and material violation by Executive of any material Company policy pertaining to ethics, wrongdoing or conflicts of interest, and (2vi) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify any act or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement omission which occurred prior to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If Effective Date and which would have constituted “Cause” under the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, previous employment agreement between Executive and the Board shall have Company (the continuing right to terminate the employee “without cause” as otherwise set forth in this Previous Employment Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction”). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974.

Termination for Cause. In the event the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written Immediately following notice of termination will specify for "Cause" (1) as defined below), specifying such Cause, given by the particular cause(s) and the reason(s) justifying the Company (termination of the Contract for cause, and (2) the opportunity of Employee pursuant to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right this Section 6.3 being referred to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager herein as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1"Cause"). Loss As used herein, "Cause" means (i) termination based on Executive's conviction or plea of mental capacity for more than six consecutive months as determined by "guilty" or "no contest" to any crime constituting a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting felony in the course and scope of employment, and while acting without jurisdiction in which the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of crime constituting a felony or conviction of a misdemeanor is committed, any crime involving moral turpitude (whether or not a conviction following felony), or any other violation of criminal law involving dishonesty or willful misconduct that materially injures the Company (whether or not a plea felony); (ii) Executive's substance abuse that in any manner interferes with the performance of nolo contendere 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 made by the Board of Directors of the Company after having first given thirty (30) days written notice to Executive of such determination, and afforded Executive the opportunity to be heard by the full Board of Directors. Notwithstanding any other provision in this Agreement, if Executive is deemed a conviction). Termination terminated pursuant to subsection (iii) of this Section 6.3 for cause may not include a poor job performance, excluding refusal by Employee to carry out a request of any single Board member perform his duties, Executive shall have sixty (60) days to undertake an activity that cure the behavior upon which the threatened termination is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974based.

Termination for Cause. In the event the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board Company shall have the continuing right to terminate the employee Executive’s employment with the Company at any time without notice for Cause. “without causeCause” as otherwise set forth for termination shall be deemed to exist if any of the 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. For purposes ; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or 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 guilty plea or plea of no contest to a felony or any other crime involving moral turpitude; (v) the Executive is unable to competently perform his duties under this Agreement, the following will justify termination for cause: 1. Loss Agreement because of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication his substantial dependence on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of any controlled substance; (vi) the Federal, State or District discrimination laws or policies, Executive has engaged in any act (including, but not limited to, raceunlawful discriminatory conduct) that results in substantial injury to the reputation, religious creed, color, national origin, ancestry, physical handicap, marital status, sex business or age concerning either members business relationships of the general Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or District employee(sembarrassment; (vii) while acting 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 course 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 scope of employmenthas not cured, and while acting without to the prior approval or direction satisfaction of the District; 7Board of Directors, the inadequate performance within such 30 days. Unlawful retaliation against In the event the Executive’s employment is terminated at any time for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, or any other District officer such compensation or employee or member benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974Company.

Termination for Cause. In the event the District terminates Employee’s employment “for cause” as defined below (a) NRF may terminate this Agreement, effective upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The 60 days’ prior written notice of termination will specify (1) from the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the reasons 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 proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for his termination. If Employee requests relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a hearing, the hearing will be held at the Board’s earliest convenience voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a closed sessiondissolution of Asset Manager; or (v) unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate of Directors determines that qualification for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager taxation as a result of any decision to modify or reverse its decision to terminate for cause. If REIT under the Board determines that U.S. federal income tax laws is no cause exists for terminationlonger desirable, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined there is a determination by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or in a non-prescription drugs; 5. Extended absence without leave; 6. Violation appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the FederalCode, State that a provision of this Agreement caused or District discrimination laws 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 policiesmodify 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, racedirect, religious creedindirect, colorspecial, national originconsequential, ancestryspeculative and punitive damages, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting as well as lost future profits and business in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974future.

Termination for Cause. In the event the District terminates Employee’s employment “This Agreement may be terminated for cause” cause as defined below upon vote of a majority of the Board hereinafter defined. "CAUSE" shall mean: (i.e.i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision physical or mental incapacity, substantially to modify or reverse its decision to terminate perform his duties hereunder for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes a period of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six (6) consecutive months as determined months; (iii) a material violation by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention Executive of any appropriate authority any facts applicable material law or information relative to actual regulation respecting the business of Employer or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction Bank; (iv) Executive being found guilty of a felony or conviction an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or 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, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a misdemeanor involving moral turpitude (dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a conviction following physician who together will choose a plea third physician to make a final determination thereof. Upon a termination of nolo contendere is deemed a conviction). Termination Executive's employment with Employer for cause may Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not include a refusal by Employee be obligated to carry out a request pay any performance bonus with respect to the then current fiscal year of Employer, or have any single Board member further obligations to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974Executive.

Termination for Cause. In the event the District terminates Employee’s employment “under this Agreement have no specific term. The Company may terminate Employee’s employment with the Company at will at any time upon written notice, with or without Cause or advance notice, for cause” as defined below upon vote of a majority any reason or no reason at all, notwithstanding anything to the contrary contained in or arising from any statements, policies or practices of the Board (i.e.Company relating to the employment, three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the discipline or termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreementemployees. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation “Cause” shall mean any of the Federal, State following: (a) the commission of any act of willful dishonesty by Employee in connection with the Company’s business or District discrimination laws any act of fraud or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members embezzlement by Employee; (b) a breach of the general public Company’s Employee Proprietary Information and Invention Agreement or District employee(s) while acting a breach in any material respect by the course and scope Executive of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of contract the general public who in good faith reports, discloses, divulges, or otherwise brings Employee is a party to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take Company; (c) the refusal or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal omission by Employee to carry out perform any lawful duties properly required Employee, provided that any such failure or refusal has been communicated to Employee in writing and Employee has been provided a request 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 single statutory or common law duty of loyalty to the Company; or (f) any illegal act by Employee which the Board member to undertake an activity that is in actual contravention determines adversely affects the business of statutethe Company, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974any felony committed by Employee.

Termination for Cause. In (a) The Company shall have the event right to terminate this Agreement effective upon 30 days’ prior written notice to the District terminates EmployeeAdvisor, without payment of any Termination Fee or other fees (other than those accrued to the date of termination), 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 employment “for cause” as defined below 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.e., three i) in accordance with Section 14 hereof or (ii) the occurrence of five membersan Internalization Event. (b) at a duly noticed Board meeting, The Company shall have the District shall provide right to Employee a written notice of termination. The terminate this Agreement effective upon 30 days’ prior written notice of termination will specify (1) from the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager Advisor as a result of any decision a Change of Control of the Company, but shall be required to modify or reverse its decision pay to the Advisor the Termination Fee; provided, however, that the election to terminate for cause. If and notification thereof to the Board determines that no cause exists for termination, Advisor must be made within 90 days of such Change of Control or as may otherwise be determined on appeal, the Board Company’s right to terminate under this Section 16(b) shall expire. (c) The Advisor shall have the continuing right to terminate this Agreement effective upon 60 days’ prior written notice by the employee “without cause” as otherwise set forth 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 material term, condition or covenant contained in this Agreement. For purposes 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 following will justify Advisor, in the event the Company becomes regulated as an “investment company” under the Investment Company Act, with such termination for cause:deemed to have occurred immediately prior to such event. 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation (e) If any of the Federalevents specified in Section 16(a)(i) or (ii) or Section 16(c) occurs, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members the Advisor shall give prompt written notice thereof to the Board of Directors. If any of the general public events specified in Section 16(a)(ii) or District employee(sSection 16(b) while acting in occurs, the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings Company shall give prompt written notice thereof to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974Advisor.

Termination for Cause. In (I) City may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the event the District terminates Employee’s employment “Leased Premises for cause” as defined below upon vote of a majority one or more of the Board purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (i.e.90) days, three of five membersprovided that (i) at a duly noticed Board meeting, the District City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide to Employee a Lessee with at least forty-five (45) days advance written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination for this reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause. (2II) Subject to the opportunity rights of Employee to be heard before the District Board of Directors any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the reasons for his termination. If Employee requests a hearingpart of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances non-defaulting party shall the Employee be entitled to reinstatement all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following events: i) The filing by any party of a voluntary petition in bankruptcy; ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to the position of General Manager this Lease Agreement as a result of any decision bankrupt pursuant to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause:such proceedings; 1. Loss of mental capacity for more than six consecutive months as determined iii) The taking by a court of competent jurisdiction; 2jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication Any involuntary proceedings based on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation insolvency statutes shall not be the basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the Federalproceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, State damage or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members destruction of the general public Leased Premises by fire, tornado or District employee(s) while acting in other casualty to such an extent that they are rendered untenable or substantially unfit for the course and scope purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of employment, and while acting without insurance providing coverage for loss to the prior approval or direction structure of the District; 7. Unlawful retaliation against any other District officer Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or employee replace damage to the foundation, walls, roof or member ceiling of the general public who Leased Premises in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly accordance with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction provisions of a felony or conviction Section 6(A)(I) of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974this Lease Agreement.

Termination for Cause. In This Agreement shall be terminated and the event the District terminates Employee’s employment “for cause” relationship between Employee and Employer shall be severed as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice date of termination will specify (1) specified in a notice by Employer to Employee, upon the particular cause(s) and the reason(s) justifying the termination occurrence of any of the Contract for causefollowing: i. Employee commits an act of theft, and (2) the opportunity fraud, dishonesty, falsification of Employee to be heard before the District Board Employer’s records, improper disclosure of Directors on the reasons for his termination. If Employee requests a hearingEmployer’s confidential or proprietary information, the hearing will be held at the Board’s earliest convenience or engages in a closed session; unless the right course of conduct amounting to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdictiongross incompetence; 2ii. Habitual Employee materially breaches this Agreement or willful neglect violates any workplace policy of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policiesEmployer, including, but not limited to, raceEmployer’s policy regarding workplace harassment, religious creeddiscrimination, colorconfidentiality of information, national originattendance, ancestryinsubordination, physical handicapor drug free workplace; iii. Employee is convicted of, marital statusor pleads guilty to, sex a felony, an act involving moral turpitude, or age concerning either members 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 general public Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or District employee(s) while acting in for the course Employee’s own benefit and scope of employment, and while acting without against the prior approval or direction interests of the DistrictEmployer; 7vi. Unlawful retaliation against any other District officer or employee or member of the general public who Employee engages in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor 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 conviction following a plea participant to the full extent of nolo contendere is deemed a conviction). Termination for cause may not include a refusal 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 carry out a request the date of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974termination only.

Termination for Cause. In The Company may, during the event Term, upon notice to the District terminates EmployeeExecutive, terminate the Executive’s employment “Employment under this Employment Agreement and discharge the Executive for cause” Cause (as defined below upon vote of a majority below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the Board termination date pursuant to Section 3.1 and Articles 4 and 5 (i.e.subject, three in each case, to Section 3.2), and (b) the remaining provisions of five members) at a duly noticed Board meetingthis Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the District term “Cause” shall provide refer to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the BoardExecutive’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager Employment as a result of any decision to modify one or reverse its decision to terminate for cause. If more of the Board determines that no cause exists for terminationfollowing: (i) any conviction of, or as may otherwise be determined on appealpleading of nolo contendre by, the Board 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 materially 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, 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 continuing right to terminate the employee “without cause” as otherwise set forth in this Agreementconsummation of a Change of Control. For purposes of this AgreementSection 6.1, no act or failure to act, on the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation part of the FederalExecutive, State shall be considered “willful” if it is done, or District discrimination laws or policiesomitted to be done, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of by the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who Executive in good faith reports, discloses, divulges, or otherwise brings with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction Executive’s receipt of a felony or conviction notice from the Company finding that, in the good faith opinion of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited tothe Company, the Brown Act, Public Records Act, ethics laws or Political Reform Act Executive is guilty of 1974acts constituting “Cause.”

Termination for Cause. In the event the District terminates The Company may terminate Employee’s 's employment “for "cause” as defined below " effective immediately upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a giving written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreementthereof. For purposes of this Agreement, the following will justify termination for term "cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or " shall be limited to (i) non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction appealable conviction of a felony or conviction 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 continuance thereof after written warning; and (iv) any material breach by Employee of a misdemeanor involving moral turpitude material obligation under this Agreement with written notice thereof, and 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 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 at the then current rate (a conviction following a plea of nolo contendere is deemed a convictionincluding any applicable pro rated bonus and accrued vacation pay). Termination Company shall have no other liabilities or obligations to Employee. All stock options, if any, which have become vested and exercisable on or before the termination date shall remain vested and exercisable for cause may not include a refusal by Employee to carry out a request such period of any single Board member to undertake an activity that is time as specified in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974Employee's stock option agreement(s).

Termination for Cause. In Following Executive’s Termination for Cause, Employers shall pay Executive any accrued but unpaid Base Salary through the event the District terminates Employeedate of termination of Executive’s employment “(payable in accordance with Employers’ normal payroll practices), and any earned but unpaid Incentive Compensation for cause” any prior period, pro rata and to the extent earned (payable on the schedule as defined below upon vote of a majority provided in Agreement paragraph 4(b) above). Any outstanding equity awards shall be subject to the terms and conditions of the Board applicable plan and applicable award agreement. Executive shall have no right to any other compensation or benefits (i.e., three of five members) at a duly noticed Board meeting, except for vested benefits under any employee benefit plan in accordance with the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination terms of the Contract for cause, plan and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the any right to continued health coverage under COBRA or similar state law) for any period after a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate Termination for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this AgreementCause. For purposes of this Agreement, the following will justify termination “Termination for cause: 1. Loss of mental capacity for more than six consecutive months as Cause,” which shall be determined by Employers’ Boards of Directors in the reasonable exercise of their discretion and acting in good faith, is a court termination of competent jurisdiction; 2. Habitual Executive’s employment as a result of Executive’s dishonesty; willful misconduct; incarceration for ten (10) or more days; breach of fiduciary duties; intentional failure to perform his job duties; willful neglect violation of duty; 3. Willful destruction any law (other than minor traffic violations or misuse less serious offenses) or a final cease-and-desist order; the regulatory suspension or removal of District property; 4. Habitual intoxication on duty, whether by alcohol Executive as defined in Agreement paragraph 8; Executive’s failure or non-prescription drugs; 5. Extended absence without leave; 6. Violation refusal to follow instructions of the FederalBoards of Directors of Employers; or Executive’s material breach of the terms of this Agreement, State or District discrimination laws or policieswhich material breach of this Agreement is not cured (to the extent deemed curable by the Boards) by Executive within 10 calendar days after his receipt of Employers’ written notice thereof, including, but not limited towithout limitation, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting failure by Executive to perform Executive’s duties and responsibilities in the course manner and scope to the extent required under this Agreement. The termination of employment, Executive’s employment shall not be a Termination for Cause unless and while acting without the prior approval or direction until there shall have been delivered to Executive a copy of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who a resolution duly adopted in good faith reportsby the affirmative vote of not less than two-thirds of the membership of Employers’ Boards of Directors (other than Executive, disclosesif applicable) at a meeting of the Boards called and held for such purpose (after at least fifteen (15) days prior written notice of such meeting and Executive’s alleged improper conduct is communicated to Executive and Executive (together with Executive’s counsel) is given an opportunity to be heard before the Boards of Directors), divulgesfinding that Executive is guilty of the conduct described as Termination for Cause and specifying in detail the grounds for its decision, and further that the specified conduct remains uncured pursuant to the terms hereof or was not capable of cure. Employers’ Boards of Directors, in their discretion, may place Executive on a paid leave of absence for all or any portion of the period of time from the delivery of the written notice described in this Agreement until the effective date of the Termination for Cause, or otherwise brings the date on which Executive returns to the attention work from such paid leave of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974absence.

Termination for Cause. The Company may terminate your employment and this Agreement 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 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 Company’s satisfaction and 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 the District terminates Employee’s employment “of your Termination for cause” as defined below upon vote of a majority of the Board (i.e.Cause, three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination you will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement payment of any accrued but unpaid Base Salary due to you through the date of termination (payable no later than thirty (30) days after such termination); any accrued, but unpaid vacation to the position extent required by Company policy or law; accrued, but unreimbursed business expenses (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 the terms and conditions of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appealsuch plans (collectively, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a convictionAccrued Amounts”). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974.

Termination for Cause. In At any time during the event the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meetingEmployment Term, the District Company shall provide have the right, exercisable by serving notice effective in accordance with its terms, to Employee a written notice 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 limited to the payment of termination. The written any unpaid Annual Salary, Additional Compensation and other benefits, if any, accrued up to the effective date specified in the Company's notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to which date shall not be heard before the District Board of Directors on the reasons for his terminationretroactive). If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth As used in this Agreement. For purposes of Section 5.2 and elsewhere in this Agreement, the following will justify termination term "Cause" shall mean that (i) there shall have been a material breach by Executive of the terms of 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 Executive to perform the material duties for which he is employed or which are assigned to him hereunder or chronic absenteeism; (ii) the Executive has knowingly, willfully and persistently failed or refused to follow the reasonable policies and directives established by the Board of Directors or executive officers of the Company senior to the Executive; (iii) the Executive has wrongfully misappropriated money or other assets or properties of the Company or any subsidiary or affiliate of the Company, or has committed fraud; (iv) the Executive has been convicted of or plead "nolo contendere" to any felony; or (v) the Executive's alcoholism or drug addiction, unless Executive agrees to seek treatment from a treatment program approved by the Company and promptly commences and completes the program. The determination on behalf of the Company as to whether "cause: 1. Loss of mental capacity for more than six consecutive months as determined " exists shall be made by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation majority vote of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members Company's Board of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974Directors.

Termination for Cause. In the event the District terminates Employee’s employment “The Board may terminate Executive for cause” as defined below upon vote cause immediately, without notice, if Company reasonably concludes that Employee has committed fraud, theft, embezzlement, misappropriation of a majority Company funds or other property, or any felony. The Board may also terminate Executive for cause for any of the Board following: (i.e.a) Breach by Executive of any material provision of this Agreement; (b) Violation by Executive of any statutory or common law duty of loyalty to Company; or (c) A material violation by Executive of Company's employment policies; or (d) Commission of such acts of dishonesty, three gross negligence, or willful misconduct as would prevent the effective performance of five members) at a duly noticed Board meeting, the District shall provide Executive’s duties or which result in material harm to Employee a written notice of terminationCompany or its business. The Board may terminate this Agreement for cause by giving written notice of termination will specify to Executive, provided, however, if the Board declares Executive to be in default of this Agreement under subsection (1a) above because Executive fails to substantially perform his material duties and responsibilities under this Agreement, the particular cause(s) Board shall deliver a written demand for substantial performance of such duties and responsibilities to Executive. Such demand must identify the reason(s) justifying manner in which the Board believes that Executive has not substantially performed his duties, and Executive shall have a period of 30 days to correct the deficient performance. Upon termination of the Contract for cause, the obligations of Executive and 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 to Executive (i) Executive’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive’s accrued but unpaid Annual Bonus, if any; and (2iii) business expenses incurred prior to the opportunity effective date of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances Executive shall the Employee not be entitled to reinstatement continue to participate in any employee benefit plans except to the position of General Manager as a result of any decision to modify or reverse its decision to terminate extent provided in such plans for cause. If the Board determines that no cause exists for terminationterminated participants, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by applicable law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974.

Termination for Cause. In A. Either party shall give the event the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The other ninety days prior written notice of termination will specify (1) 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 particular cause(s) and event of termination for cause on ninety days notice by MASIMO, this agreement shall terminate immediately upon the reason(s) justifying expiration of said ninety days provided that MASIMO is current in payment of all invoices to IVEMSA; the termination shall be effective immediately upon the 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 effective on the 91st day notwithstanding those outstanding invoices provided written notice by MASIMO to IVEMSA of the Contract disputed invoices has been given prior thereto and all non -disputed invoices have been paid. C. In the event of termination by MASIMO for causecause on thirty days notice, this agreement shall terminate as provided, however, such termination shall be subject to the condition that MASIMO is current in payment of all invoices to IVEMSA, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his terminationany and all additional monies due hereunder. If Employee requests a hearingIn any such event, the hearing will be held at the Board’s earliest convenience in a closed session; unless MASIMO shall have the right to a public hearing is required by statute and a public hearing is requested by Employeegive 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. After The termination for cause on thirty days notice, shall be effective immediately upon the hearing31st 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 Board may affirm, modify or reverse its decision termination shall be effective on the 31st day notwithstanding those outstanding invoices provided written notice by MASIMO to terminate IVEMSA of the disputed invoices has been given prior thereto and all non -disputed invoices have been paid. D. Causes for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes termination of this Agreement, the following will justify termination for cause:agreement are as follows: • ONE PARTY’S DEFAULT 1. Loss Either party fails to perform any material provision of mental capacity for more than six consecutive months as determined by this agreement and fails to cure such default in performance within a court thirty day period of competent jurisdiction;time following its receipt of notice from the other party specifying such a default exists. 2. Habitual If either party becomes insolvent, or willful neglect makes an assignment for the benefit of duty;creditors, or is adjudicated bankrupt in any voluntary or involuntary bankruptcy proceeding, this agreement will be terminated thirty days from receipt of insolvency notice. 3. Willful destruction Either party is delinquent in the fulfillment of its normal business obligations such as payment of taxes, labor or misuse civil obligations to the extent that such obligations represent a real and present danger to the interest of District property;the other party, and if such delinquency is not cured within thirty calendar days of notice given by the non—delinquent party. • MAYOR FORCE 4. Habitual intoxication on dutyIn 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 purpose of this provision, shall 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 alcohol good faith consent or non-prescription drugs; 5. Extended absence without leave; 6. Violation otherwise, of any court of the FederalUnited States of Mexico, State or District discrimination laws if either party has received notification of any proposed official action by any such government, agency, department, or policiescourt with respect to any such conflict, includingthen, but in such event, either party hereto may propose to the other, appropriate modifications to this agreement in order to cure or avoid such conflict or the effect thereof, and if agreement regarding such modification can not limited tobe reached within forty -five days from the making of such proposal, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members the parties agree to submit this dispute to arbitration under the rules of the general public or District employee(s) while acting in American Arbitration Association as provided below. In the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited toevent described before, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974remaining provisions shall be in all legal forces and shall not be at any time considered as null.

Termination for Cause. In The Company may terminate the event the District terminates EmployeeExecutive’s employment hereunder at any time for “for causeCause” (as defined below hereinafter defined) immediately upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of terminationto the Executive. The Such written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreementwith reasonable specificity the Company’s basis for such termination. For purposes of this Agreement and for purposes of the LLC Agreement, “Cause” for the Executive’s termination will exist at any time after the happening of one or more of the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months events, in each case as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reportsby the Company’s Board: (a) Executive’s — (i) willful misconduct or gross negligence in the performance of his duties hereunder which is not remedied (if remediable) within thirty (30) business days after written notice from the Company’s Board, discloseswhich written notice shall state that failure to remedy such conduct may result in termination for Cause, divulgesor (ii) willful refusal to comply in any material respect with the legal directives of the Company’s Board so long as such directives are not inconsistent with the Executive’s position and duties, or otherwise brings a material breach of this Agreement or any written Company policy which if not remedied (if remediable) within 30 business days after written notice from the Company’s Board, which written notice shall state that failure to remedy such conduct may result in termination for Cause; (b) Executive’s deliberate attempt to do injury to the attention Company; (c) Executive’s commission of any appropriate authority act of fraud, willful misrepresentation, misappropriation, embezzlement or any facts or information relative to actual or suspected violations act of any law occurring on the job or directly related theretosimilar gravity involving moral turpitude; 8. Unlawful violation (d) Executive’s abuse of any conflict controlled substances or alcohol which materially impairs the goodwill or business of interest the Company or incompatibility causes material damage to its property, goodwill or business or impairs Executive’s fulfillment of office laws;his responsibilities to the Company; or 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction (e) Executive’s commission of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention reasonably likely to cause material harm to the standing and reputation of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974Company.

Termination for Cause. In the event the District terminates Employee’s '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 in all respects cease, except that Employer shall pay Employee, within thirty (30) days of such termination, any Accrued Compensation as defined below upon vote of a majority of the Board (i.e., three time of five members) at a duly noticed Board meeting, the District such termination and Employee shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement any Accrued Benefits as of the time of such termination when and if provided to be paid by the position applicable program or plan. The term "good cause" includes, but is not limited to any one or more of General Manager as a result the following occurrences: 7.1. Employee's breach of any decision to modify or reverse its decision to terminate for cause. If of the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth covenants contained in this Agreement; 7.2. For purposes Employee's conviction by, or entry of this Agreementa plea of guilty or nolo contendere in, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdictionand final jurisdiction for any crime (excluding traffic violations and similar misdemeanors) involving moral turpitude or which is punishable by imprisonment in the jurisdiction involved; 27.3. Habitual Employee's commission of an act of fraud, whether prior or willful neglect subsequent to the date hereof upon Employer or the Companies or any of dutytheir subsidiaries, ventures or affiliates; 37.4. Willful destruction Employee's willful failure or misuse refusal to perform his duties as required by this Agreement, provided that, the termination of District propertyEmployee'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; 47.5. Habitual intoxication Gross negligence, theft of Employer's property, material violation by Employee of any duty of loyalty to Employer or any other material misconduct on dutythe part of Employee; or 7.6. Material violation of any employee policy manual, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policiesin effect at that time, including, but not limited towithout limitation, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention receipt of any appropriate authority kickback or side payment from any facts customer, service provider, supplier or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974vendor.

Termination for Cause. Buyer may terminate this Order, or any part hereof, for cause, in the event of any (a) default by Vendor or if Vendor fails to comply with any of the terms and conditions of this Order; or (b) Vendor defaults on a material debt obligation, becomes insolvent, files a voluntary petition in bankruptcy, is adjudicated bankrupt, or has a receiver or trustee appointed for a substantial part of any of its property; or (c) Vendor makes a material liquidation of assets, or reorganization or insolvency proceedings are commenced by or against Vendor; then Buyer shall have the 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 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 the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, Buyer will not be liable to Vendor for any amount, and (2) Vendor shall be liable to Buyer for all direct costs, losses, and damages arising from Vendor’s failure to perform or comply with the opportunity terms of Employee this Order, in addition to be heard before the District Board of Directors on the reasons for his terminationany and all rights and remedies provided by this Order or by law. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing it is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federalthat Buyer improperly terminated this Order for cause, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is such termination shall be deemed a conviction). Termination termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974convenience.

Termination for Cause. In the event the District terminates EmployeeMyomo shall be entitled to terminate this Agreement and Executive’s employment immediately and without notice for “Cause”. Termination for cause“Cause” as defined below upon vote of a majority shall mean termination based upon: (i) the failure by Executive to follow directions of the Board of Directors in the handling of material matters which are consistent with Executive’s position; (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1ii) the particular cause(s) and the reason(s) justifying the termination of the Contract for causewillful or continued engagement by Executive in conduct which is materially injurious to Myomo, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify monetarily or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policiesotherwise, including, but not limited to, racethe disclosure by Executive of Confidential Information (as defined in paragraph 5(a)(i)), religious creedwhich is inconsistent with Executive’s responsibilities set forth in Paragraph 2(b), colorbreach by Executive of his fiduciary duties to Myomo, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention violation by Executive of any appropriate authority any facts restrictive covenant, including covenants not to compete, to solicit Myomo’s clients or information relative to actual employees or suspected violations of any law occurring on the job disparage Myomo or directly related thereto; 8. Unlawful violation of any conflict of interest their officers, employees, business partners, affiliates or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties representatives, as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude further defined in paragraph 5 below; (iii) a conviction following of, a plea of nolo contendere is deemed contendere, a conviction)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 habitual intoxication while conducting Myomo’s business; (v) a violation of Myomo’s employment policies as specified in the Employee Handbook; (vi) a material breach by Executive of this Agreement; or (vii) Executive’s willful absence from his employment or willful failure or refusal to perform or gross neglect in the performance of his duties or responsibilities hereunder. Termination for cause may not include a refusal by Employee Where reasonable, prior to carry out a request termination under subparagraphs (i) or (v) above, Myomo will provide Executive with written notice of any single Board member act or omission it believes constitutes Cause for termination, including stating the reasons for such belief, and Executive shall have thirty (30) days to undertake an activity cure and/or to present his position regarding the matter. 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 is a termination for Cause under subparagraphs (i) or (v), in actual contravention 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 statutesaid notice if the conduct constituting Cause has not, such asin the Company’s opinion, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974been corrected by Executive.

Termination for Cause. In Notwithstanding anything contained in this Agreement to the event the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meetingcontrary, the District Company shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless have the right to immediately terminate the employment of Executive upon the occurrence of any of the following events (which events shall constitute “Cause” for termination): (a) Executive shall intentionally commit a public hearing material and substantial breach or violation of any of Executive’s covenants under this Agreement, which breach continues for a period of ten (10) days following notice thereof from the Company; (b) Executive shall fail to substantially perform Executive’s duties with the Company (other than due to incapacity resulting from physical or mental illness, including care required for physical or mental illness of Executive’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, is required by statute convicted of, or pleads nolo contendere to a crime involving dishonest conduct, moral turpitude or relating directly to his duties as an employee of the Company. (d) Executive shall violate or refuse to obey the lawful and a public hearing is requested by Employee. After reasonable written instructions of the hearingChief Executive Officer, other supervising officer or the Board of the Company, provided that such instructions are not in violation of this Agreement or violate any local, state and/or federal laws or regulations; (e) Executive shall become disabled during the Term (Executive shall be deemed to be disabled if the Executive is eligible to receive disability benefits under any long-term disability plan the Company may affirmthen have in effect, modify or, if no such plan is then in effect, Executive shall be deemed to be disabled if Executive is unable to perform the essential functions of his position with the Company, with reasonable accommodation, by reason of a physical or reverse its decision to terminate mental infirmity, for cause. Under no circumstances a period of ninety (90) consecutive days within any 180-day period), or if Executive shall die during the Employee be entitled to reinstatement to the position Term of General Manager as a result of any decision to modify or reverse its decision to terminate for causethis Agreement. If the Board determines that no cause exists for terminationemployment of Executive is terminated pursuant to this Section 4.1, or as may otherwise such termination shall be determined on appealeffective upon the delivery of notice thereof to Executive, except in the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation event of the Federaldeath of Executive, State in which case termination shall be effective immediately upon death, and termination pursuant to subsection 4.1(a) or District discrimination laws (b) under circumstances in which Executive is entitled to notice of breach (or policiesfailure) and an opportunity to cure, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex in which case termination shall be effective immediately after the notice period if Executive fails to cure the breach or age concerning either members failure to the reasonable satisfaction of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974Company.

Termination for Cause. In the event the District terminates Employee’s employment This Agreement may be terminated for Cause as hereinafter defined. “for causeCause” as defined below upon vote of a majority of the Board shall mean: (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1i) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and Executive’s death; (2ii) the opportunity of Employee to be heard before Executive’s Permanent Disability, which shall mean the District Board of Directors on the reasons for his termination. If Employee requests a hearingExecutive’s inability, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager 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 decision to modify applicable material law or reverse its decision to terminate for cause. If regulation respecting the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation business of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of Employer; (iv) the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction Executive being found guilty of a felony or conviction an act of dishonesty in connection with the performance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer, 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 policies or procedures or directives of the Board and that have a material financial adverse effect on the Employer, the Company or any one of the Subsidiaries; or (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 any other applicable state or federal law. The Executive shall be entitled to at least thirty (30) days’ prior written notice of the Employer’s intention 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. In the event of a misdemeanor involving moral turpitude (dispute regarding the Executive’s Permanent Disability, each of the Executive and the Employer shall choose a conviction following physician who together will choose a plea third physician to make a final determination thereof. If the Executive’s employment is terminated for Cause pursuant to this Section, then the Employer shall only be required to pay the Executive such Base Salary as shall have accrued through the effective date of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited totermination and neither the Employer, the Brown Act, Public Records Act, ethics laws or Political Reform Act Company nor any of 1974the Subsidiaries shall have any further obligations to the Executive.

Termination for Cause. In The Company may terminate the event Executive's employment immediately for Cause for any of the District terminates Employee’s employment “for cause” as defined below upon vote 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 majority of felony or any crime involving moral turpitude, (iv) habitual neglect or insubordination (defined as refusal to execute or carry out directions from the Board (i.e., three of five membersor its duly appointed designees) at a duly noticed Board meeting, where the District shall provide to Employee a Executive has been given written notice of termination. 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 will specify (1) specifying in reasonable detail the particular cause(s) and circumstances constituting such Cause. In the reason(s) justifying the event of such termination of the Contract Executive's employment for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearingCause, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances Executive shall the Employee be entitled to reinstatement receive only (i) her base salary pursuant to Section 3.1 earned through the position date of General Manager as a result such termination of employment plus her base salary for the period of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, vacation time earned but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members taken for the year of the general public or District employee(s) while acting in the course and scope termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and while acting without benefits to the prior approval extent actually earned by the Executive under any other benefit plan or direction program of the District; 7. Unlawful retaliation against any other District officer or employee or member Company as of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention date of any appropriate authority any facts or information relative to actual or suspected violations such termination of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statuteemployment, such as, but not necessarily limited to, compensation and benefits to be paid and at the Brown Act, Public Records Act, ethics laws or Political Reform Act normal time for payment of 1974such compensation and benefits and (iii) any reimbursement amounts owing under Section 4.

Termination for Cause. In This Agreement can be terminated on any of the event grounds and in the District terminates Employee’s employment “following manner: 20.1 Performance based termination: Any franchisee inducted in past six months will not be considered for cause” 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 defined below 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 entitled to forthwith terminate this agreement, without any liability to BSNL, by providing notice in writing to the franchisee of this agreement upon vote the occurrence of any of the 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 majority notice in writing from BSNL giving full particulars of the Board (i.e.breach and requiring it to be remedied, three or If the franchisee commits any breach, of five members) 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. 20.3 BSNL may also terminate this agreement for any other reason at a duly noticed Board meeting, any time during the District shall provide to Employee a term of this agreement by delivering not less than 30 days’ prior written notice of termination. The written notice such termination to the Franchisee. 20.4 If either party suffers distress or execution or commits an act of termination will specify bankruptcy or insolvency or put into liquidation (1otherwise than solely for amalgamation or restriction) the particular cause(s) and the reason(s) justifying the termination or if a receiver is appointed over any part of the Contract for cause, and (2) party’s business then the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board other party shall have the continuing a right to terminate this agreement by written notice forthwith. 20.5 In case the employee “without cause” as otherwise set forth Franchisee parts with its business including its assets in favour of any 3rd party directly or indirectly, BSNL will have a right to terminate this Agreementagreement forthwith. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation The exercising of the Federal, State or District discrimination laws or policies, including, but right of cancellation / termination shall not limited have the effect of waiving any damages to which BSNL might otherwise be entitled to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974.

Termination for Cause. In addition to any other remedies that may exist, either party may terminate this Agreement for cause in the event the District terminates Employee’s employment “for cause” as defined below upon vote other party commits a material breach of a majority any provision of this Agreement by giving the Board other party at least sixty (i.e., three of five members60) at a duly noticed Board meeting, the District shall provide to Employee a 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 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 period ending three (3) years from the date of such termination. The written notice of termination will specify Notwithstanding the foregoing, information which (1i) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement becomes generally available to the position of General Manager public other than as a result of any decision an unauthorized disclosure by the Licensee or its respective members, agents, employees, directors or representatives, (ii) was available to modify the Licensee on a non-confidential basis prior to its receiving disclosure hereunder, (iii) lawfully becomes available to the Licensee on a non-confidential basis from a third party source (provided that such source is not known by the Licensee or reverse its decision members, agents, employees, directors or representatives to terminate for cause. If be prohibited from transmitting the Board determines that no cause exists for terminationinformation), or as may otherwise (iv) the Licensee is compelled by legal process by any court or other authority to disclose shall not be determined on appeal, subject to the Board shall have terms of the continuing right duty to terminate the employee “without cause” as otherwise protect Confidential Information set forth in this Agreementsection. For purposes In the case of this Agreement(iv) above, the following will justify termination for cause: 1. Loss Licensee shall give the Licensor prompt written notice of mental capacity for more than six consecutive months as determined by a court such legal process in order that an appropriate protective order can be sought and Licensee agrees not to oppose Licensor's efforts to prevent the disclosure of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974Confidential Information.

Termination for Cause. In the event the District terminates EmployeeCompany may terminate Executive’s employment “pursuant to the terms of this Agreement at any time for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a cause by giving written notice of termination. The written notice of Such termination will specify (1) become effective upon the particular cause(s) and the reason(s) justifying the giving of such notice. Upon any such termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the Executive shall have no right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearingcompensation, the Board may affirm, modify bonus or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreementreimbursement under Section 5. For purposes of this AgreementSection 7.02, “cause” shall mean: (i) Executive is convicted of a felony which is directly related to Executive’s employment or the following will justify termination business of Company or could otherwise reasonably be 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 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: 1. Loss ” unless such breach is not cured in its entirety within thirty (30) days of mental capacity 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 six consecutive months as determined twenty (20) days after written notice thereof by a court of competent jurisdiction; 2Company to Executive. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings Executive's failure to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly comply with the activities 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 appeals permissible under the applicable rules of procedure or statute have been determined and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974no further appeals are permissible.

Termination for Cause. In 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 event Company or any of its respective employees, customers or affiliates; (iii) willfully and repeatedly fails or refuses to carry out the District terminates Employee’s material responsibilities of Executive's employment “for cause” as defined below upon vote 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 majority significant adverse effect on the Company; (v) willfully engages in any act or omission which is in material violation of the Board Company’s policy, including but not limited to engaging in ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ transactions or disseminating inside information; or (i.e.vi) commits a material breach of Executive's material obligations under this Agreement, three of five members) including but not limited to Section 8. A decision to terminate the Executive's employment for Cause shall be made, if at a duly noticed Board meetingall, 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 District shall Company will provide to Employee a thirty (30) days’ written notice to Executive of termination. The written 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 specify (1) not be terminated for Cause at the particular cause(s) and the reason(s) justifying the termination end of the Contract for cause, and (2) 30-day notice period. If Executive has previously been afforded the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearingcure particular behavior and successfully cured under this provision, the hearing Company will be held at the Board’s earliest convenience in have no obligation to provide Executive with notice and an opportunity to cure a closed session; unless the right recurrence of that behavior prior to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate termination for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this AgreementCause. For purposes of this AgreementSection 5(A), an action or inaction shall not be treated as “willful misconduct” if authorized by the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined CEO or the Board, or taken by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting Executive in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulgesbelief that it was in, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited opposed to, the Brown Act, Public Records Act, ethics laws or Political Reform Act best interests of 1974the Company.

Termination for Cause. In The following events, which for purposes of this Agreement shall constitute "cause" for termination with the event the District terminates Employee’s employment “for cause” as defined below upon majority vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify 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 particular cause(spublic eye, in each case in the Board's sole and exclusive determination, shall be 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 reason(sfailure of Employee to cure such breach to the Board's satisfaction within such 10 day period; (3) justifying 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 Contract effective date of the termination (which effective date may be the date of such notice). If Employer terminates Employee's employment for cause, and (2) the opportunity any of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearingset forth above, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board Employer shall have no further obligations hereunder from and after the continuing right to terminate the employee “without cause” effective date of termination (other than as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a convictionbelow). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974.

Termination for Cause. In Notwithstanding the preceding paragraph (a) of this Section 10, in the event that BNY Mellon or the District terminates Employee’s employment Investment Advisor (as applicable, a “for cause” as defined below upon vote Defaulting Party”), shall fail in any material respect to perform its duties and obligations hereunder pursuant to the applicable standard of a majority 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 Board Other Party within thirty (i.e.30) days after such written notice is received, three of five members) at a duly noticed Board meetingthen, as applicable, the District shall provide to Employee a Investment Advisor may terminate this Agreement by providing thirty (30) days written notice of termination. The such termination to BNY Mellon, or BNY Mellon may terminate this Agreement by providing one hundred twenty (120) days written notice of such termination will specify to the Investment Advisor. In addition, notwithstanding the preceding sentence, this Agreement may be terminated by the Investment Advisor (1i) immediately in the particular cause(sevent of an appointment of a conservator or receiver for BNY Mellon or any parent of BNY Mellon by a regulatory agency or court of competent jurisdiction or, (ii) and by providing thirty (30) days written notice of such termination to BNY Mellon in the reason(sevent that BNY Mellon is indicted for a crime, commences any bankruptcy or insolvency proceeding or has such a proceeding initiated against it which is not dismissed within sixty (60) justifying 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 services hereunder or the reputation of the Investment Advisor. Upon termination of the Contract for cause, and Agreement pursuant to this paragraph (2b) the opportunity of Employee Investment Advisor shall pay to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances BNY Mellon such compensation as shall the Employee be entitled to reinstatement have accrued to the position effective date of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for such termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974.

Termination for Cause. In The Corporation shall have no obligation to make payments of any kind to the event Executive in accordance with the District terminates Employee’s 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” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreementparagraph 5, the Executive shall be considered terminated for "CAUSE" if he is discharged by the Corporation on account of the occurrence of one or more of the following will justify termination for causeevents: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction(i) the Executive becomes addicted to drugs or alcohol; 2. Habitual (ii) the Executive discloses confidential information in violation of paragraph 4(a) or willful neglect engages in competition in violation of dutyparagraph 4(b) to the detriment of the Corporation and/or Thane; 3. Willful destruction (iii) the Corporation is directed by regulatory or misuse governmental authorities to terminate the employment of District propertythe 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; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of (iv) the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which Executive is required by law; 11. Conviction 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 conviction cure period shall be required if Executive's disregard of a misdemeanor involving moral turpitude his duties has materially and adversely affected the Corporation and/or Thane; (a conviction following a plea vi) any event of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee willful misconduct to carry out a request the extent that, in the reasonable judgment of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited tothe Board, the Brown ActExecutive'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 fraud against the Corporation and/or Thane, Public Records Act, ethics laws violates a duty of loyalty to the Corporation and/or Thane as defined under Florida law or Political Reform Act of 1974violates paragraph 2.

Termination for Cause. In the event the District terminates Employee’s employment SDSP may terminate this Agreement for “for cause” upon written notice to Employee. If this Agreement is terminated for “cause”, Employee shall be entitled to receive: (i) the Base Salary through the effective date of termination, (ii) any other amounts earned, accrued or owed to Employee under this Agreement but not paid as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice date of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2iii) the opportunity any other benefits payable to Employee upon such termination under any benefit plans or programs of Employee to be heard before the District Board of Directors SDSP in effect on the reasons for his date of termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by less any claims of SDSP against Employee. After the hearingThe term “cause” shall mean: (i) Employee’s confession or conviction of theft, the Board may affirmfraud, modify embezzlement or reverse its decision to terminate for other crime involving dishonesty; (ii) Employee’s excessive absenteeism (other than by reason of physical injury, disease, or mental illness) without reasonable cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as ; (iii) Employee’s act or omission constituting a result material breach of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes provision of this Agreement, including Sections 12, 13, 14 and 15 below; (iv) habitual and material negligence by Employee in the following will justify termination for cause: 1. Loss performance of mental capacity for more than six consecutive months as determined Employee’s duties under this Agreement; (v) Employee’s abuse, misuse or destruction of 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 court lawful directive of competent jurisdiction; 2. Habitual or willful neglect the Board of duty; 3. Willful destruction or misuse Managers of District property; 4. Habitual intoxication on duty, whether by alcohol or SDSP and the failure to cure such non-prescription drugs; 5compliance 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. Extended absence without leave; 6. Violation The preceding list is not intended to be exhaustive; other conduct of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting a similar nature may result in the course and scope termination of employmentthis Agreement for “cause.” However, and while acting without the prior approval results of SDSP’s operations or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who business judgment made in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request shall not constitute an independent basis for termination of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974this Agreement for “cause.”

Termination for Cause. In the event the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board Studio shall have the continuing right to terminate the employee Employment Term at any time for cause. As used herein, the term “without cause” shall 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 Chief Financial Officer of Studio or by the Board; (c) any material breach of this Agreement by you; (d) conviction of or entry of a plea of guilty or nolo contendre to a felony or a crime involving moral turpitude; (e) any willful act, or failure to act, by you in bad faith to the material detriment of Studio; or (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 (d) or a willful failure in (b) or repeated breaches, failures or acts of the 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 the Employment Term, and such cause is not cured within ten (10) business days after receipt by you of the first such notice. If the Employment Term is terminated as otherwise set forth in this Agreement. For purposes of this AgreementParagraph 11, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation then payment of the Federal, State or District discrimination laws or policies, 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 your termination) theretofore earned by you shall be payment in full of all compensation payable hereunder. If Studio terminated the Employment Term pursuant to this Paragraph 11, then you shall immediately reimburse Studio for all paid but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974unearned sums.

Termination for Cause. In 8.2.1 The Company may terminate, at any time, the event the District terminates Employee’s Executive's employment “for cause” as defined below upon vote . The term for "cause" for purposes of a majority this Agreement shall mean that the Executive did any of the Board following: (i.e.a) Acted dishonestly or incompetently or engaged in willful misconduct in the performance of Executive's duties; (b) Breached fiduciary duties owed to the Company; (c) Intentionally failed to perform reasonably assigned duties; (d) Willfully violated any law, three rule, or regulation, or court order (other than minor traffic violations or similar offenses), or otherwise committed any act which would have a material adverse impact on the business of five membersthe Company; or (e) at a duly noticed Board meeting, the District shall provide to Employee a Is in breach of this Agreement and such breach is not cured by Executive within ten (10) days' written notice of termination. The to him. 8.2.2 Executive shall be sent written notice of termination will specify (1) that specifically sets forth in reasonable detail the particular cause(s) facts and circumstances upon which the reason(s) justifying Board of Directors believes that the Executive has given the Company cause for termination of Executive's employment. Said notice shall give the Contract for causeExecutive an opportunity, and (2) the opportunity of Employee together with legal counsel, to be heard before the District Board of Directors of the Company. Termination for cause shall be based on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required finding by statute and a public hearing is requested by Employee. After the hearing, two-thirds (2/3) of the Board may affirmof Directors (not including Executive, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee should he be entitled to reinstatement to the position a member of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for terminationof Directors), or as may otherwise be determined on appeal, the and said Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth specify its findings concerning said termination in this Agreementdetail. For purposes of this AgreementSubsection, no acts, or failure to act, on the following Executive's part will justify be considered willful or willfully done unless done, or admitted to be done, by the Executive in bad faith and without reasonable belief that the Executive's action or omission was in the best interest of the Company. 8.2.3 Notwithstanding the foregoing, however, any conviction of the Executive for any criminal act involving any violence, dishonesty, fraud, or breach of trust or other felonious behavior, shall result in the automatic termination of Executive's employment, without notice, and without any of the procedures specified in Subsection 8.2.2 above. 8.2.4 In the event that the Executive is terminated for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, includingthen he shall be entitled to receive any accrued compensation that may be due and owing him under Section 4 above, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex no other benefits or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974compensation whatsoever.

Termination for Cause. In The Board may terminate the event Assistant Superintendent for: (1) acts done in bad faith to the District terminates Employee’s employment “for cause” as defined below upon vote of a majority detriment of the District; (2) refusals or failures to act in accordance with specific provisions of this Agreement or lawful Board directives; (i.e.3) breach of this Agreement; (4) unsatisfactory performance as established by at least two written evaluations conducted at least ninety (90) calendar days apart; (5) any grounds enumerated in Education Code sections 44932, three 44933, or 44939; (6) conviction of five membersor a “nolo contendere” plea to a crime involving dishonesty, breach of trust, or physical or emotional harm to any person; (7) at a duly noticed Board meetingany act causing the suspension or revocation of any credential held by the Assistant Superintendent; or (8) inability to perform the essential functions of the position, with or without reasonable accommodation. Notwithstanding Labor Code section 2924, the District parties agree that the determination of cause shall provide to Employee a written notice be based upon the Board’s reasonable belief in the existence of good cause for termination. The written notice existence of termination will specify (1) the particular cause(s) and the reason(s) justifying such good cause belief shall authorize the termination of this Agreement and shall extinguish all rights and duties of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his terminationparties under this Agreement. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no such good cause exists for termination, or as may otherwise be determined on appealbelief exists, the 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 believes support the termination. If the Assistant Superintendent disputes the charges, the Assistant Superintendent shall then be entitled to a conference before the Board in a closed session meeting. The Assistant Superintendent and the Board shall each have the continuing right to 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. 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 all evidence presented, decides to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify Board shall provide the Assistant Superintendent with a written decision. The decision of the Board shall be final. The Assistant Superintendent’s conference before the Board shall be deemed to satisfy the Assistant Superintendent’s entitlement to due process of law and shall be the Assistant Superintendent’s exclusive right to any conference or hearing otherwise required by law. The Assistant Superintendent waives any other rights that may be applicable to this termination for cause: 1. Loss cause proceeding with the understanding that completion of mental capacity for more than six consecutive months as determined by this hearing exhausts the Assistant Superintendent’s administrative remedies and then authorizes the Assistant Superintendent to contest the Board’s determination in a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974.

Termination for Cause. In the event the District terminates 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 available if the violation is contained in one of the 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 Employee’s rights and all of the Company’s obligations hereunder shall immediately terminate. As used in this section, “for cause” as defined below upon vote shall mean any of the following: (i) Willfully damaging the Company’s property, business, reputation or goodwill; (ii) Committing a felony; (iii) Death, theft, dishonesty, 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 the Company; (vi) Willfully injuring any person in the course of performance of services for the Company; (vii) Disclosing to a competitor or other unauthorized persons confidential or proprietary information or secrets of the Company; (viii) Soliciting business on behalf of a majority competitor or a potential competitor; (ix) Sexually harassing any other employee of the Board Company or committing any act which otherwise creates an offensive work environment for other employees of the Company; (i.e., three x) Failing to comply with any provision of five membersthe Company’s policy manual as it applies to Employee; or (xi) at a duly noticed Board meeting, the District shall provide to Employee a written notice of terminationBreaching this Agreement. The written notice Company shall not be limited to termination as a remedy for any improper or illegal act of termination will specify 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 (1) the particular cause(s) and the reason(s) justifying “Option to Repurchase”), immediately upon the termination of the Contract Employee’s employment with the Company for cause, or the 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 each month of Employee’s completed employment with the Company, beginning the date hereof and (2) continuing hereafter. Upon the opportunity termination of the Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances , Employee’s obligations and the Company’s rights under Sections 7, 8, 9, 10, 11 and 12 shall survive the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes termination of this Agreement, the following will justify termination Agreement for cause: a period of one (1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974.year

Termination for Cause. In Notwithstanding anything contained in this Agreement to the event the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meetingcontrary, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board Company shall have the continuing right to terminate the employee employment of Executive upon the occurrence of any of the following events (which events shall constitute “Cause” for termination): (a) Executive shall commit any breach or violation of any of Executive’s representations or covenants under this Agreement, which breach continues for a period of ten (10) days following notice thereof from the 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 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 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 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 cause” as otherwise set forth in reasonable accommodation, by reason of a physical or mental infirmity, for a period of ninety (90) consecutive days within any 180-day period); (g) Executive shall die during the Term of this Agreement. For purposes 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 delivery of 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 subsection 4.1(a), (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 effective immediately after the notice period if Executive fails to cure the breach or failure to the reasonable satisfaction of the Company. In the event of termination for “Cause”, Executive shall not be entitled to any severance payments or any other payments under this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974.

Termination for Cause. In MSF may terminate this Agreement for Cause, immediately, and without prior written notice or further liability on the event part of MSF. The following shall constitute “Cause” for such termination: (a) the District terminates Employee’s employment “for cause” as defined below upon vote existence of a majority of the Board (i.e., three of five members) any unsafe condition at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines RERP Site that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who MSF in good faith reportsattributes to the actions or inactions of the RiderCoach / RiderCoach Trainer; (b) the conviction of the RiderCoach / RiderCoach Trainer for a crime involving moral turpitude, disclosesdeceipt, divulgesdishonesty or fraud; (c) any action or inaction by the RiderCoach / RiderCoach Trainer that has caused or is reasonably likely to cause harm to MSF or any Affilliate of MSF; (d) the RiderCoach / RiderCoach Trainer’s gross negligence or willful misconduct with respect to MSF or any Affilliate of MSF; (e) the RiderCoach / RiderCoach Trainer’s willful and continued failure to substantially perform (other than by reason of a disability) the RiderCoach / RiderCoach Trainer’s duties and responsibilities in connection with MSF RiderCourses and/or this Agreement; (f) any substantial breach of the Rules of Professional Conduct, 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 otherwise brings 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 attention material breach by the RiderCoach / RiderCoach Trainer of any appropriate authority any facts or information relative to actual or suspected violations provision of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974Agreement.

Termination for Cause. In CECO may terminate this Agreement at any time for Cause, in which case Employee shall be entitled to receive Base Salary accrued through the event the District terminates Employee’s employment “for cause” as defined below upon vote date of a majority such termination. Any of the Board following shall constitute "Cause": (i.e., three i) any material breach by Employee of five membersany of the terms of this Agreement where such breach is not cured within thirty (30) at a duly noticed Board meeting, the District shall provide to Employee a days after written notice of termination. The written notice such breach is delivered to Employee; (ii) any breach by Employee of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination any of the Contract for cause, and (2) the opportunity terms of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise non-competition agreement set forth in this Agreement. For purposes of this Agreement, Section 9 with CECO or the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdictionEmployee Innovations and Proprietary Rights Assignment Agreement between Employee and CECO; 2. Habitual (iii) intoxication with alcohol or willful neglect drugs while on the premises of dutyCECO 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; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s(iv) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction conviction of a felony or conviction of a any misdemeanor involving moral turpitude 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 the Companies; (v) intentional misappropriation of property belonging to CECO or any of the Companies; (vi) illegal business practices in connection with any of CECO or the Companies' businesses which could have a conviction following a plea material adverse effect on CEC's, CECO's, CECO's or any of nolo contendere the Companies' or their business or financial position or reputation; (vii) excessive absence of Employee from his employment during usual business hours for reasons other than vacation, disability or sickness after written notice thereof is deemed a conviction). Termination for cause may not include a refusal by delivered to Employee describing the nature of such excess absences and affording Employee one more opportunity to avoid excess absences; or (viii) failure of Employee to carry out a request obey directions of any single the Board member to undertake an activity of Directors of CECO or chief executive officer of CECO, provided that is in actual contravention Employee has been given written notice of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974directions.

Termination for Cause. In If this Agreement is terminated by the event Corporation for Cause (as defined herein), this Agreement shall cease and terminate as of the District terminates date of termination of Employee. “Cause” shall be defined as (i) commission of a willful act of dishonesty in the course of Employee’s employment “for cause” as defined below upon vote of a majority of the Board duties hereunder; (i.e., three of five membersii) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined conviction by a court of competent jurisdiction; 2. Habitual or willful neglect jurisdiction of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a crime constituting a felony or conviction with respect to any act involving fraud or dishonesty; (iii) Employee’s continued, habitual intoxication or performance under the influence of controlled substances during working hours, after the Corporation shall have provided written notice to Employee 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 incapacity or 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 employment in accordance with the provisions of 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 misdemeanor involving moral turpitude nature that same cannot be cured or eliminated within such thirty (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute30) day period, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws period shall be extended for so long as Employee shall be endeavoring diligently and in good faith to cure or Political Reform Act of 1974eliminate such matters.

Termination for Cause. In the event the District terminates Employee’s employment “for cause” as defined below upon The Board, by vote of a majority of its members, may terminate the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity employment of Employee to be heard before with Employer at any time during the District Board of Directors on the reasons Term for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this AgreementCause”. For purposes of this Agreement, the following will justify termination for cause“Cause” shall be deemed to exist if, and only if: 1. Loss (i) Employee shall engage, during the performance of mental capacity his duties hereunder, in acts or omissions constituting dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing or malfeasance that result in material harm to Employer; (ii) Employee shall intentionally disobey or disregard a lawful and proper direction of the Board or Employer; or (iii) Employee shall materially breach this Agreement, and such breach by its nature, is incapable of being cured, or such breach remains uncured for more than six consecutive months as determined thirty (30) days following receipt by a court Employee of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation written notice from Employer specifying the nature of the Federalbreach and demanding the cure thereof. For purposes of this clause (iii), State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members a material breach of this Agreement that involves inattention by Employee to his duties under this Agreement shall be deemed a breach capable of cure. Without limiting the generality of the general public foregoing, the following shall not constitute Cause for termination of Employee or District employee(sthe modification or diminution of any of his authority hereunder: (x) while acting in the course any personal or policy disagreement between Employee and scope of employmentEmployer, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who Employer or its Board; or (y) any action taken by Employee in connection with his duties hereunder or any failure to act, if Employee acted or failed to act in good faith reportsand in a manner Employee reasonably believed to be in, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited opposed to, the Brown Actbest interest of Employer, Public Records Actand Employee has no reasonable cause to believe his conduct was unlawful. Notwithstanding anything herein to the contrary, ethics laws if Employer shall terminate the employment of Employee hereunder for Cause, Employer shall give at least thirty (30) days prior written notice to Employee specifying in detail the reason or Political Reform Act reasons for Employee’s termination. If the employment of 1974Employee 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 Benefits, to Employee under 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 termination.

Termination for Cause. In the event the District terminates Employee’s employment “for cause” as defined below The Company, upon a vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Company’s Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement immediately terminate Executive’s employment in any of the following circumstances, each of which shall constitute "Cause" for such termination: (a) the breach by Executive, in any material respect, of this Agreement (including, without limitation, the refusal or other failure by Executive to perform any of Executive’s duties hereunder other than a failure to perform resulting from death or Disability) and failure by Executive to cure such breach within ten (10) days of written notice thereof from the position of General Manager as a result Company; (b) the commission by Executive of any decision to modify act of dishonesty, fraud, material misrepresentation or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth moral turpitude in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policiesconnection with his employment, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex misappropriation or age concerning either members embezzlement of any funds of the general public Company or District employee(sany of its affiliates; (c) while acting the commission by Executive of any (1) willful misconduct or gross negligence, or (2) intentional act having the effect of, or that may have the effect of, injuring the reputation, business or business relationships of the Company or any of its affiliates, and which intentional act the Board deems to not be in the course best interests of the Company; (d) the entering by Executive of a plea of guilty or nolo contendere to, or the conviction of Executive for, a crime (other than a routine traffic offense); (e) Executive’s abuse of alcohol, prescription drugs or controlled substances to a degree which interferes with his performance on behalf of the Company; (f) Executive’s deliberate disregard of any lawful material rule or policy of the Company or order of the Company’s Board of Directors and scope failure to cure the same within ten (10) days of employmentwritten notice thereof from the Company; or (g) Executive’s excessive absenteeism other than for reasons of illness, which such absenteeism is not cured after written notice from the Company with respect thereto. If Executive is terminated for any of the causes referred to in the above sub-paragraphs (a) through (g), all obligations of the Company under this Agreement shall automatically cease and Executive shall only be entitled to receive Executive’s then applicable Base Salary through the date of termination, any business expenses or fringe benefits otherwise due to Executive, and while acting without the prior approval or direction of the District; 7any Retention Bonus and/or Sales Bonus earned by Executive and not yet paid. Unlawful retaliation against Executive shall not be entitled to any other District officer salary, payments or employee or member of the general public who in good faith reportsbenefits otherwise payable under this Agreement, discloses, divulges, or except as otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974.

Termination for Cause. 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 timely performance of this Order; (b) Seller ceases to conduct business in the normal course, is declared insolvent, undergoes any procedure for the suspension of payment, makes a general assignment for the benefit of creditors or a petition for bankruptcy, reorganization, dissolution or liquidation is filed by or against it; or (c) any receiver, trustee or custodian is appointed to take possession of all or a substantial part of Seller’s assets or any committee of Seller’s creditors is formed for the purposes 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 obligations as to any non-terminated parts. In the event the District terminates Employee’s employment “of termination pursuant to this Section 17, 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 liable to RIVERSIDE for cause” as defined below upon vote of a majority of the Board (i.e.any damages arising therefrom, three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of terminationincluding attorneys’ fees and excess costs incurred by RIVERSIDE. The written notice of termination will specify (1) obligations hereunder which by their terms might apply after the particular cause(s) and the reason(s) justifying the completion or termination of the Contract for causethis Order (including Sections 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 23 and (225) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his shall survive such completion or termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974.

Termination for Cause. In (a) The Company or, if applicable, any of its Affiliates, may terminate the event employment of the District terminates Employee at any time without notice or payment in lieu of notice for “Cause,” which, for purposes of this Agreement shall mean: (i) The Employee’s breach of any material term or provision of this Agreement (including the covenants in Article 3 hereof), provided that a breach of the Code of Conduct shall not be Cause unless the conduct at issue constitutes Cause under (ii)-(vii) of this Section; (ii) The Employee’s documented failure to substantially perform the Employee’s duties under this Agreement; provided that the Employee was provided notice of 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 lawful investigation undertaken by the Company; (iv) The Employee’s gross negligence or 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 makes the performance of the Employee’s duties 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; (vi) Any misconduct, gross incompetence or conduct incompatible with the Employee’s duties hereunder, or prejudicial to the Company’s business provided that the Employee has been given written notice thereof and has failed within fifteen (15) days to correct such conduct; or (vii) Gross insubordination or willful disobedience to 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 cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meetingCause, the District Employee shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee not be entitled to reinstatement to the position of General Manager as a result receive any further remuneration or payments of any decision 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 modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, reimbursement of reasonable expenses incurred prior to termination in accordance with the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employmentterms hereof, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is payments required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude law (a conviction following a plea of nolo contendere is deemed a conviction“Mandatory Payments”). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974.

Termination for Cause. In the event the District terminates Employee’s The employment “for cause” as defined below upon vote of a majority of the Board (i.e.Employee may be terminated for Cause at any time; provided, three of five members) at a duly noticed Board meetinghowever, that before the Company may terminate the Employee's employment for Cause for any reason that is susceptible to cure, the District Company shall provide to first send the Employee a 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 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. The written notice 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 will specify pursuant to this SECTION 11(A), the Employee shall forfeit (1i) his Bonus under SECTION 4(B) for the particular cause(s) and the reason(s) justifying the year in which such termination of the Contract for causeoccurs, and (2ii) all unvested Options and other options, warrants and rights relating to capital stock of the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearingCompany, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement except those issued prior to the position date of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, Cause shall mean: (1) a material breach of any of the terms of this Agreement that is not immediately corrected following will justify termination for cause: 1. Loss written notice of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; default specifying such breach; (2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual ) repeated intoxication on duty, whether by with alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation drugs while on Company premises during its regular business hours to such a degree that, in the reasonable judgment of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members other managers of the general public Company, the Employee is abusive or District employee(sincapable of performing his duties and responsibilities under this Agreement; (3) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude felony; or (a conviction following a plea 4) misappropriation of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee property belonging to carry out a request the Company and/or any of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974its affiliates.

Termination for Cause. In the event the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written Immediately following notice of termination will specify for "Cause" (1) as defined below), specifying such Cause, given by the particular cause(s) and the reason(s) justifying the Company (termination of the Contract for cause, and (2) the opportunity of Employee pursuant to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right this Section 6.2 being referred to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager herein as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1"Cause"). Loss As used herein, "Cause" means (i) termination based on Consulting Executive's conviction or plea of mental capacity for more than six consecutive months as determined by "guilty" or "no contest" to any crime constituting a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting felony in the course and scope of employment, and while acting without jurisdiction in which the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of crime constituting a felony or conviction of a misdemeanor is committed, any crime involving moral turpitude (whether or not a conviction following felony), or any other violation of criminal law involving dishonesty or willful misconduct that materially injures the Company (whether or not a plea felony); (ii) Consulting Executive's substance abuse that in any manner interferes with the performance of nolo contendere 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 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 afforded Consulting Executive the opportunity to be heard by the full Board of Directors. Notwithstanding any other provision in this Agreement, if Consulting Executive is deemed a conviction). Termination terminated pursuant to subsection (iii) of this Section 6.2 for cause may not include a poor job performance, excluding refusal by Employee to carry out a request of any single Board member perform his duties, Consulting Executive shall have sixty (60) days to undertake an activity that cure the behavior upon which the threatened termination is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974based.

Termination for Cause. In the event the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, Agreement the term "Cause" for reduction of the Base Salary or termination of the Term of Employment by Employer shall mean and include the occurrence of any of the following will justify termination for causeevents in the good faith determination of the President or the Board: 1. Loss (a) The Employee has participated in embezzlement, theft, larceny or fraud, or has otherwise acted dishonestly with respect to Employer or any of mental capacity for more than six consecutive months as determined by a court its Affiliates or engaged in gross negligence or willful misconduct in the performance of competent jurisdictionany of the duties and services required of Employee pursuant to this Agreement; 2. Habitual (b) The Employee has breached a fiduciary duty or willful neglect duty of dutyloyalty or fidelity owed to the Employer or any of its Affiliates; 3. Willful destruction or misuse (c) The Employee has materially defaulted in observing a published policy of District propertythe Employer communicated to the Employee in writing and that remains in default for thirty (30) days following written notice of such default by Employer; 4. Habitual intoxication on duty, whether by alcohol (d) The Employee has been convicted of or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following entered a plea of nolo contendere is deemed to a convictionfelony or a misdemeanor involving moral turpitude; (e) The Employee has violated any law, regulation or ordinance of a governmental entity (other than traffic violations and similar minor offenses). Termination for cause , but including any law relating to employment, the environment, discrimination, libel, slander, assault or other forms of abuse, or has violated any judicial decree applicable to the Employer or any of its Affiliates which violation has or may not include have a refusal by material and adverse affect on the Employer or any of its Affiliates or the ability of the Employee to carry out a request perform his duties hereunder; or (f) The Employee has failed to perform or otherwise defaulted in any of the material terms of this Agreement or any single duties assigned to Employee by the President or the Board member as provided herein that remain in default for thirty (30) days following written notice of such default by Employer to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974Employee.

Termination for Cause. In The employment of the event Employee may be terminated for Cause at any time by the District terminates Board; provided, however, that before the Company may terminate the Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meetingCause for any reason that is susceptible to cure, the District Company shall provide to first send the Employee a 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 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. The written notice 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 will specify pursuant to this Section 7(a), the Employee shall forfeit (1i) his Bonus under Section 4(a)(2) for the particular cause(s) and the reason(s) justifying the year in which such termination of the Contract for causeoccurs, and (2ii) all outstanding but unvested Options and other options and rights relating to capital stock of the opportunity Company, and all shares of Employee to be heard before Restricted Stock that as of the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement termination date are still subject to the position of General Manager restrictions on transfer imposed by Section 4(a)(4) shall be subject to repurchase by the Company as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth provided in this AgreementSection 4(a)(4). For purposes of this Agreement, the following will justify termination for causeCause shall mean: (1. Loss ) a material breach of mental capacity for more than six consecutive months as determined by a court any of competent jurisdictionthe terms of this Agreement that is not immediately corrected following written notice of default specifying such breach; (2. Habitual or willful neglect ) a breach of dutyany of the provisions of Section 12; (3. Willful destruction ) repeated intoxication with alcohol or misuse drugs while on Company premises during its regular business hours to such a degree that, in the reasonable judgment of District propertythe other managers of the Company, the Employee is abusive or incapable of performing his duties and responsibilities under this Agreement; (4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude felony; or (a conviction following a plea 5) misappropriation of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee property belonging to carry out a request the Company and/or any of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974its affiliates.

Termination for Cause. In Studio shall have the event the District terminates Employee’s employment “right to terminate this Agreement at any time for cause. As used herein, the term “cause” as defined below upon vote shall 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 Chief Executive Officer of Studio or by the board of directors of Studio; (iii) any material breach of this Agreement by you; (iv) conviction of or entry of a majority plea of guilty or nolo contendre to a felony or a crime involving moral turpitude; (v) any willful act, or failure to act, by you in bad faith to the material detriment of Studio; or (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 (iv) or a willful failure in (ii) or repeated breaches, failures or acts of the Board (i.e., three of five memberssame type or nature) at a duly noticed Board meeting, the District shall provide to Employee a prompt written notice of termination. The written notice of termination such cause is given to you by specifying in reasonable detail the facts giving rise thereto and that continuation thereof will specify (1) the particular cause(s) and the reason(s) justifying the result in termination of the Contract for causeemployment, and such cause is not cured within ten (210) business days after receipt by you of the opportunity of Employee to be heard before the District Board of Directors on the reasons for his terminationfirst such notice. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager you are terminated as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this AgreementParagraph 11, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation then payment of the Federal, State or District discrimination laws or policies, 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 your termination) theretofore earned by you shall be payment in full of all compensation payable hereunder. If Studio terminated you hereunder, then you shall immediately reimburse Studio for all paid but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974unearned sums.

Termination for Cause. In A. If either party (the "Defaulting Party") becomes insolvent; if the other party (the "Insecure Party") has evidence that the Defaulting Party is not paying its bills when due without just cause; if a receiver of the Defaulting Party's assets is appointed; if the Defaulting Party takes any step leading to its cessation as a going concern; or if the Defaulting Party either ceases or suspends operations for reasons other than a strike, then the Insecure Party may immediately terminate this Agreement on written notice to the Defaulting Party unless the Defaulting Party immediately gives adequate assurance of the future performance of this Agreement by establishing an irrevocable letter of credit -- issued by a U.S. bank acceptable to the insecure Party, on terms and conditions acceptable to the insecure Party, and in 1an amount sufficient to cover all a mounts potentially due from the Defaulting party under this Agreement -- amount sufficient to cover all amounts potentially due from the Defaulting Party under this Agreement -- that may be drawn upon by the Insecure Party if the Defaulting Party does not fulfill its obligations under this Agreement in a timely manner. If bankruptcy proceedings are commenced with respect to the Defaulting Party and if this Agreement has not otherwise terminated, then the Insecure Party may suspend all further performance of this Agreement until the Defaulting Party assumes or rejects this Agreement pursuant to Section 365 of the Bankruptcy Code or any similar or successor provision. Any such suspension of further performance by the Insecure Party pending the Defaulting Party's assumption or rejection shall not be a breach of this Agreement and shall not affect the Insecure Party's right to pursue or enforce any of its rights under this Agreement or otherwise. B. If either party (the "Defaulting Party") refuses, neglects, or fails to perform, observe or keep an of the covenants, agreements, terms or conditions contained herein on its part to be performed, observed and kept, and such refusal, neglect or failure continues for a period of thirty (30) days after written notice (except in the case of any payments due where the period to cure such nonpayment shall be five (5) days after notice) to the Defaulting Party thereof, then without prejudice to any other rights or remedies of the other party, this Agreement shall, at the option of the non-defaulting party, terminate as of the expiration of the notice period. Notwithstanding anything to the contrary herein, in the event Customer is the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meetingDefaulting Party, the District shall provide Galileo may, at its sole option and without prejudice to Employee a written notice any other of termination. The written notice of termination will specify (1) its rights or remedies, reduce or restrict provision or services provided under the particular cause(s) and the reason(s) justifying the Agreement without termination of the Contract for cause, Agreement. C. The right of either party to require strict performance and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result observance of any decision to modify obligations under this Agreement shall not be affected in any way by any previous waiver, forbearance or reverse course of dealing. Exercise by either party of its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in under this Agreement shall not affect or impair its right to bring suit for any default or breach of this Agreement. For purposes All obligations of each party that have accrued before termination or that are of a continuing nature shall survive termination. D. If this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for Agreement includes more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual one location and if Customer's default or willful neglect of duty; 3. Willful destruction breach relates to fewer than all locations, then Galileo may, at its sole option, exercise its rights under this Article to terminate this entire Agreement or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings only with respect to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974location(s) involved.

Termination for Cause. In the event the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five membersa) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board Corporation shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes employment of this Agreement, the following will justify termination Executive hereunder for causecause at any time if: 1. Loss of mental capacity for more than six consecutive months as determined (i) Executive shall be convicted, by a court of competent and final jurisdiction; 2. Habitual , of any crime (whether or willful neglect not involving the Corporation or any of duty; 3. Willful destruction its divisions, operations, subsidiaries or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(saffiliated companies) while acting which constitutes a felony in the course and scope jurisdiction involved; or (ii) Executive shall commit any act of employmentfraud against or shall breach a fiduciary obligation to the Corporation or any of its divisions, and while acting without the prior approval operations, subsidiaries, or direction of the District; 7. Unlawful retaliation against affiliated companies, provided that any other District officer such act (or employee or member of the general public who failure to act) shall be determined in good faith reports, discloses, divulgesby 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 brings 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 attention Board of any appropriate authority any facts Directors or information relative 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 actual correct the act or suspected violations omission complained of. (b) In the event that the employment of any law occurring on Executive shall be terminated by the job or directly related thereto; 8. Unlawful violation Corporation for cause pursuant to subparagraph 10(a) hereof, Executive shall be entitled to receive the salary provided for in Paragraph 4(a) hereof, prorated through the end of any conflict the week in which such termination occurs and such amounts as may be payable under the balance of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly the provisions in Paragraph 4, as specifically limited thereunder and in accordance with the activities terms thereof. Executive shall accept such payment in full discharge and duties as District Manager; 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 an event causing termination of this Agreement pursuant to this Paragraph 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974.

Termination for Cause. In Studio shall have the event the District terminates Employee’s employment “right to terminate this Agreement at any time for cause. As used herein, the term “cause” as defined below upon vote shall 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 Chief Financial Officer of Studio or by the board of directors of Studio (iii) any material breach of this Agreement by you; (iv) conviction of or entry of a majority plea of guilty or nolo contendre to a felony or a crime involving moral turpitude; (v) any willful act, or failure to act, by you in bad faith to the material detriment of Studio; or (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 (iv) or a willful failure in (ii) or repeated breaches, failures or acts of the Board (i.e., three of five memberssame type or nature) at a duly noticed Board meeting, the District shall provide to Employee a prompt written notice of termination. The written notice of termination such cause is given to you by specifying in reasonable detail the facts giving rise thereto and that continuation thereof will specify (1) the particular cause(s) and the reason(s) justifying the result in termination of the Contract for causeemployment, and such cause is not cured within ten (210) business days after receipt by you of the opportunity of Employee to be heard before the District Board of Directors on the reasons for his terminationfirst such notice. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager you are terminated as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this AgreementParagraph 11, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation then payment of the Federal, State or District discrimination laws or policies, 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 your termination) theretofore earned by you shall be payment in full of all compensation payable hereunder. If Studio terminated you hereunder, then you shall immediately reimburse Studio for all paid but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974unearned sums.

Termination for Cause. In The Employment Period may be terminated by Employer for the event the District terminates following occurrences (“Cause”): (i) Employee’s employment “for cause” as defined below upon vote material breach of any of the covenants contained in Section 7 of this Agreement; (ii) Employee’s conviction by, or entry of a majority plea of the Board guilty or nolo contendere in, a court of competent and final jurisdiction for any crime (i.e., three of five memberswhether felony or misdemeanor) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (A) involving moral turpitude or punishable by imprisonment for more than one (1) year in the particular cause(sjurisdiction involved or (B) and resulting in any imprisonment; (iii) Employee’s commission of any crime, act of fraud, embezzlement or theft upon or against (A) Employer or Parent in connection with his duties with Employer or in the reason(scourse of his employment with Employer or otherwise, or (B) justifying any third party whether prior to our subsequent to the termination of the Contract for cause, and date hereof; (2iv) the opportunity of Employee Employee’s continuing repeated failure or refusal to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Boardperform Employee’s earliest convenience in a closed session; unless the right to a public hearing is duties as required by statute and this Agreement (including, without limitation, Employee’s inability to perform Employee’s duties hereunder as a public hearing is requested by Employee. After the hearing, the Board may affirm, modify result of chronic alcoholism or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager drug addiction and/or as a result of any decision failure to modify comply with any laws, rules or reverse its decision regulations of any governmental entity with respect to terminate Employee’s employment by Employer), provided that termination of the Employment Period pursuant to this subsection (iv) shall not constitute valid termination for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board Cause unless Employee shall have first received written notice from Employer or Parent stating with specificity the continuing right nature of such failure or refusal and affording Employee at least thirty (30) days to terminate correct the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreementact or omission complained of; or (v) gross negligence, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined insubordination, material violation by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention Employee of any appropriate authority any facts duty of loyalty to Employer or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful Parent, material violation of any conflict of interest Employer’s or incompatibility Parent’s written policies, disparagement of office laws; 9Employer 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. Performance 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 material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974termination.

Termination for Cause. In CECO may terminate this Agreement at any time for Cause, in which case Employee shall be entitled to receive Base Salary accrued through the event the District terminates Employee’s employment “for cause” as defined below upon vote date of a majority such termination. Any of the Board following shall constitute “Cause”: (i.e., three i) any material breach by Employee of five membersany of the terms of this Agreement where such breach is not cured within thirty (30) at a duly noticed Board meeting, the District shall provide to Employee a days after written notice of termination. The written notice such breach is delivered to Employee; (ii) any breach by Employee of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination any of the Contract for cause, and (2) the opportunity terms of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise non-competition agreement set forth in this Agreement. For purposes of this Agreement, Section 9 with CECO or the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdictionEmployee Innovations and Proprietary Rights Assignment Agreement between Employee and CECO; 2. Habitual (iii) intoxication with alcohol or willful neglect drugs while on the premises of dutyCECO 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; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s(iv) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction conviction of a felony or conviction of a any misdemeanor involving moral turpitude 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 the Companies; (v) intentional misappropriation of property belonging to CECO or any of the Companies; (vi) illegal business practices in connection with any of CECO or the Companies’ businesses which could have a conviction following a plea material adverse effect on CEC’s, CECO’s, CECO’s or any of nolo contendere the Companies’ or their business or financial position or reputation; (vii) excessive absence of Employee from his employment during usual business hours for reasons other than vacation, disability or sickness after written notice thereof is deemed a conviction). Termination for cause may not include a refusal by delivered to Employee describing the nature of such excess absences and affording Employee one more opportunity to avoid excess absences; or (viii) failure of Employee to carry out a request obey directions of any single the Board member to undertake an activity of Directors of CECO or chief executive officer of CECO, provided that is in actual contravention Employee has been given written notice of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974directions.

Termination for Cause. In Termination for “Cause” shall mean termination because of Executive’s (a) willful misconduct or habitual neglect in the event the District terminates Employeeperformance of his duties under this Agreement, (b) Executive’s employment “for cause” as defined below upon vote conviction by, or entry of a majority 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 Board Company to Executive , unless such breach is of a kind not susceptible to cure within such ten (i.e.10) day period, three in which case Executive shall have used his commercially reasonable effort to commence cure of five memberssuch breach within such ten (10) at a duly noticed Board meetingday 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 District shall provide to Employee a 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 termination. The 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 termination will specify (1) an intentional and knowing fraud against or affecting the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for terminationCompany, or as may otherwise be determined on appealany customer, the Board shall have the continuing right agent, or employee thereof, or (f) material dishonesty, moral turpitude, fraud or misrepresentation with respect to terminate the employee “without cause” as otherwise set forth in his material duties under this Agreement. For purposes of this Agreementhereof, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual no act or willful neglect of duty; 3. Willful destruction failure to act on Executive’s part shall be “willful” unless done or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but omitted not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reportsand without actual belief that the action or omission was in the best interest of the Company. Notwithstanding the foregoing, discloses, divulges, or otherwise brings 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 attention effect that Executive was guilty of conduct justifying termination for Cause and specifying the particulars thereof in detail. Executive shall 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 Termination Date. Executive shall have the right to receive compensation or other benefits which have already vested or been earned as of the Termination Date for Cause, unless payment of such compensation or benefits is expressly prohibited by the terms of any appropriate authority any facts plan, program or information relative to actual agreement governing such compensation or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974benefits.

Termination for Cause. In the event the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board Company shall have the continuing right to terminate the employee Executive’s employment with the Company at any time without notice for Cause. “without causeCause” as otherwise set forth for termination shall be deemed to exist if any of the 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. For purposes ; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or 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 guilty plea or plea of no contest to a felony or any other crime involving moral turpitude; (v) the Executive is unable to competently perform his duties under this Agreement, the following will justify termination for cause: 1. Loss Agreement because of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication his substantial dependence on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of any controlled substance; (vi) the Federal, State or District discrimination laws or policies, Executive has engaged in any act (including, but not limited to, raceunlawful discriminatory conduct) that results in substantial injury to the reputation, religious creed, color, national origin, ancestry, physical handicap, marital status, sex business or age concerning either members business relationships of the general Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or District employee(sembarrassment; (vii) while acting 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 course 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 scope of employmenthas not cured, and while acting without to the prior approval or direction satisfaction of the District; 7Board of Directors, the inadequate performance within such 30 days. Unlawful retaliation against In the event the Executive’s employment is terminated at any time for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, or any other District officer such compensation or employee or member benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974Company.

Termination for Cause. In the event the District terminates Employee’s employment “for cause” as defined below upon The Board, by vote of a majority of the Board (i.e., three of five members) its members at a duly noticed Board meetingmeeting at which Employee is present and given an opportunity to present his views, may terminate the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity employment of Employee to be heard before the District Board of Directors on the reasons with Employer at any time for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without causeCause.” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause“Cause” shall be deemed to exist if, and only if: 1. Loss (i) Employee shall engage, during the performance of mental capacity his duties hereunder, in acts or omissions constituting dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing or malfeasance; (ii) Employee shall intentionally disobey or disregard a lawful and proper direction of the Board; or (iii) Employee shall materially breach this Agreement, and such breach by its nature is incapable of being cured, or such breach remains uncured for more than six consecutive months as determined 30 days following receipt by a court Employee of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation written notice from Employer specifying the nature of the Federalbreach and demanding the cure thereof. For purposes of this clause (iii), State or District discrimination laws or policies, including, but 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. The following shall not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members constitute Cause for the termination of the general public employment of Employee or District employee(sthe modification or diminution of any of his authority hereunder: (i) while acting in the course any personal or policy disagreement between Employee and scope of employment, and while acting without the prior approval Employer or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of Employer or the general public who Board; or (ii) any action taken by Employee in connection with his duties hereunder, or any failure to act, if Employee acted or failed to act in good faith reportsand in a manner he reasonably believed to be in, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited opposed to, the Brown Actbest interest of Employer, Public Records Actand he had no reasonable cause to believe his conduct was unlawful. Notwithstanding anything herein to the contrary, ethics laws 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 Political Reform Act reasons for Employee’s termination. If the employment of 1974Employee with Employer is terminated by Employer for Cause, Employer shall pay Employee his accrued but unpaid Base Salary (at the rate most recently determined) through the date of termination and a Supplemental Retirement Benefit calculated on Employee’s Base Salary earned through the date of termination, and, except as otherwise provided in this Agreement or in any Benefit Plan, Insurance Plan, program or arrangement of Employer, Employer shall have no further obligation to Employee under this Agreement. Such termination shall have no effect upon Employee’s rights under the Benefit Plans, the Insurance Plans and the retiree medical coverage described in paragraph (j) of Section 4 hereof.

Termination for Cause. In the event the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five membersi) at a duly noticed Board meeting, the District The Company shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless have the right to a public hearing is required by statute and a public hearing is requested by Employee. After terminate Executive’s employment with the hearingCompany at any time for “Cause”, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances which shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, includinginclude, but is not limited to, racethe following: (A) Executive is convicted of or Executive pleads guilty or nolo contendere to, religious creedany felony, coloror Executive is convicted of, national originor Executive pleads guilty or nolo contendere to, ancestryany 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, physical handicapor (B) involving acts of theft, marital statusfraud or embezzlement; (B) Executive’s misconduct that causes material harm to the Company’s business reputation, sex or age concerning either members 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 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 general public Company’s policies or District employee(sprocedures which causes, or could reasonably be 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) while acting If the Company terminates Executive’s employment for Cause at any time, then: (A) Executive will not be entitled to pay in the course and scope lieu of employmentnotice or any other such compensation, and while acting without all compensation and benefits payable to Executive under this Agreement terminate on Executive’s date of termination, and (B) the prior approval or direction Company agrees to pay Executive the Base Salary and benefits under Section 4(a) and Section 4(e) that have accrued as of the District; 7. Unlawful retaliation against any other District officer or employee or member date of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974termination.

Termination for Cause. In (a) Newco may, in its sole discretion, terminate this Agreement, effective after the event the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e.grace periods described below, three of five members) at a duly noticed Board meeting, the District shall provide to Employee a by giving written notice of termination. The 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 termination will specify (1) time reasonable under the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his terminationcircumstances. If Employee requests there should be a hearing, dispute between the hearing will be held at the Board’s earliest convenience in parties as to whether a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision breach exists which entitles Newco to terminate for cause. Under no circumstances , the matter shall be resolved promptly under the Employee be entitled to reinstatement to the position provisions of General Manager as a result of any decision to modify or reverse its decision Article 4 hereof and all attempts to terminate for cause. If shall be stayed. (b) From time to time during the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes 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 following will justify termination for cause: 1proposed product is an ECL Product. Loss If BioVeris does not respond within sixty (60) days of mental capacity for more than six consecutive months 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 determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention interpretation of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is this Agreement shall be deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974.

Termination for Cause. In the event the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of Notwithstanding any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes other provision of this Agreement, the following will justify termination Company may at any time immediately terminate this Agreement and Executive’s employment hereunder for cause: 1Cause. Loss For this purpose, “Cause” shall include any of mental capacity for more than six consecutive months as determined by a court the following: the current use of competent jurisdiction; 2. Habitual or willful neglect illegal drugs; use of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation other drugs in a 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 FederalCompany; dishonesty or fraud; misappropriation or embezzlement of Company funds or property; misconduct or negligent or reckless conduct which is injurious to the reputation, State business, affairs or District discrimination laws or policies, including, business relationships of the Company; breach of any written policies of the Company including but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex to any applicable codes of ethics; material violation or age concerning either members default of any of the general public provisions of this Agreement; failure to perform Executive’s duties hereunder; failure or District employee(srefusal to perform the reasonable and lawful instructions of Executive’s supervisors; frequent or extended, and unjustifiable (not as a result of incapacity or disability) while acting absenteeism; incompetence or negligence in performing Executive’s duties hereunder; or any material failure to meet reasonable performance criteria or reasonable standards of conduct as established from time to time by the CEO or the Board. The initial determination as to whether Cause exists shall be made by the CEO, who shall then provide input and recommendations to the Board. The Board in the course 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 notice of termination in writing to Executive, which notice shall include the basis for such Cause; and scope of employment, and while acting without in any such case Executive’s employment with the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring Company shall terminate on the job date specified in the notice (or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with if no date is specified in the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a convictionnotice, immediately). Termination If the Company terminates Executive’s employment hereunder for cause may not include a refusal by Employee Cause, no severance shall be payable and the Company will have no further obligation or liability to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974Executive.

Termination for Cause. In the event the District terminates Employee’s employment “under this Agreement shall commence on the Effective Date and shall continue indefinitely for cause” as defined below no specific term. The Company may terminate Employee’s employment with the Company at will at any time upon vote of a majority 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 Board (i.e.Company relating to the employment, three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the discipline or termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreementemployees. For purposes of this Agreement, “Cause” shall mean any of the following will justify termination for cause: 1. Loss following: (a) the commission of mental capacity for more than six consecutive months as determined by a court any act of competent jurisdiction; 2. Habitual fraud, embezzlement or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether dishonesty by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation Employee which adversely affects the business of the Federal, State Company; (b) any unauthorized use or District discrimination laws disclosure by Employee of confidential information or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members trade secrets of the general public Company; (c) the refusal or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal omission by Employee to carry out perform any lawful duties properly required of his under this Agreement, provided that any such failure or refusal has been communicated to Employee in writing and Employee has been provided a request 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, (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 the breach of any single statutory or common law duty of loyalty to the Company; or (f) any illegal act by Employee which the Board member to undertake an activity that is in actual contravention determines adversely affects the business of statutethe Company, such asor any felony committed by Employee, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974as evidenced by conviction thereof.

Termination for Cause. The Employer may terminate the Executive’s employment at any time for Cause, after providing Executive with at least 30 days’ notice of such proposed termination and 15 days to remedy the alleged defect. In this Agreement, “Cause” means the wilful and continued failure by the Executive to substantially perform, or otherwise properly carry out, the Executive’s duties on behalf of RBA Pubco or an affiliate, or to follow, in any material respect, the lawful policies, procedures, instructions or directions of the Employer or any applicable affiliate (other than any such failure resulting from the Executive’s disability or incapacity due to physical or mental illness), or the Executive wilfully or intentionally engaging in illegal or fraudulent conduct, financial impropriety, intentional dishonesty, breach of duty of loyalty or any similar intentional act which is materially injurious RBA Pubco or an affiliate, or which may have the effect of materially injuring the reputation, business or business relationships of the Employer or an affiliate, or any other act or omission constituting cause for termination of employment without notice or pay in lieu of notice at common law. For the purposes of this definition, no act, or failure to act, on the part of a Executive shall be considered “wilful” unless done, or omitted to be done, by the Executive in bad faith and without reasonable belief that the Executive’s action or omissions were in, or not opposed to, the best interests of the Employer and its affiliates. In the event of termination for Cause, all unvested stock options granted to the District terminates Employee’s employment “for cause” as defined below upon vote of a majority Executive pursuant to the terms of the Board RBA Pubco’s Stock Option Plan (i.e., three the “Option Plan”) will immediately be void on the date the Employer notifies the Executive of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of such termination. The written notice Executive will have 30 days from the date of termination will specify (1) to exercise any options which have vested prior to the particular cause(s) date of termination, subject to the terms and conditions of the Option Plan and the reason(s) justifying applicable individual option agreements. In the event of termination for Cause, the rights of the Contract for causeExecutive with respect to any performance share units (“PSUs”) granted pursuant to the RBA Pubco’s Performance Share Unit Plan (the “PSU Plan”), and (2) the opportunity of Employee pursuant to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearingany and all PSU grant agreements, the hearing respectively, will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement governed pursuant to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974PSU Plan.

Termination for Cause. In The Company shall have the event the District terminates Employeeright to terminate this Agreement and Executive’s employment “employment, by written notice to Executive, for cause” as defined below upon vote of a majority any of the Board following causes (i.e.a “Termination for Cause”): (a) fraud or willful or intentional misrepresentation in connection with the Executive’s performance of his duties hereunder; (b) the failure by the Executive to substantially perform his duties hereunder; (c) the failure by the Executive to follow the lawful directives of the Chief Executive Officer and the Board; (d) willful or intentional conduct by the Executive that is detrimental to the Company’s reputation, three goodwill or business operations in any material respect; (e) breach or threatened breach by the Executive of five membersthe restrictive covenants incorporated in Section 4 hereof; (f) at the Executive’s conviction for, or plea of nolo contendere to a duly noticed Board meetingcharge of commission of, a felony or a violation of federal or state securities laws; or (g) a material breach of the District representations in Section 6.2 hereof. In no event shall provide the Executive be considered to Employee have been terminated for “Cause” unless the Company delivers a written notice of terminationtermination to the Executive identifying in reasonable detail the acts or omissions constituting “Cause” and the provision of this Agreement relied upon. The written notice In the case where such acts or omissions are not capable of cure, the Executive’s termination will specify (1) take effect upon his receipt of such notice. In the particular cause(s) and case where such acts or omissions are capable of cure, the reason(s) justifying Executive’s termination will take effect 15 days following his receipt of such notice if such acts or omissions are not cured by Executive by such date, provided the termination Company may suspend the Executive’s employment or place him on leave of absence pending such cure. For the avoidance of doubt, mere failure of the Contract Company to achieve earnings goals shall not constitute “Cause.” Upon any Termination for causeCause, all payments, contributions and other benefits to Executive under Section 2 of this Agreement shall cease immediately, with the exception of reimbursement of authorized, ordinary and necessary business expenses already incurred, and (2) the opportunity any compensation already earned or vested as of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974date.

Termination for Cause. In the event the District terminates Employee’s Catalina may terminate your employment “for cause” as defined below upon vote of a majority Cause at any time if you engage in any of the Board (i.e.“Cause” activities below. However, three of five members) at a duly noticed Board meetingif, the District shall provide to Employee a 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) engage in willful, intentional, reckless, or grossly negligent misconduct the purpose or effect of termination. The written notice of termination will specify (1) the particular cause(s) which is to materially and the reason(s) justifying the termination adversely affect any member of the Contract for causeGroup; (ii) 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; (2iv) the opportunity repeatedly refuse to perform your duties; (v) materially breach any of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of your obligations under this Agreement, the following will justify termination for cause: Change of Control Agreement or Catalina’s Code of Business Conduct & Ethics or the Service Agreement dated October 1. Loss , 2006 between you and Catalina Marketing UK Limited except because of a physical or mental capacity for more than six consecutive months as determined by a court of competent jurisdictionillness, injury or condition; 2. Habitual (vi) are convicted of, or willful neglect you enter a plea of duty; 3. Willful destruction guilty or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited no contest to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex a felony involving moral turpitude or age concerning either members of the general public materially violate any federal or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by state securities law; 11(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. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination In considering whether to terminate you for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited toCause, the Brown ActBoard, Public Records Actor a person or committee designated by the Board, ethics laws may exercise its discretion to conduct factual investigations and to interview you or Political Reform Act of 1974other individuals that it determines to be appropriate under the circumstances.

Termination for Cause. The Company shall have the right to terminate Employee’s employment for “Cause” (as defined below) at any time, without prior notice. In the event the District terminates of termination of Employee’s employment “for cause” Cause, all rights of Employee (and Employee’s dependents and legal representatives) under Sections 1, 2 and 3 of this Agreement shall cease as defined below upon vote of a majority of the Board (i.e., three date of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of such termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause“Cause” by the Company will include a determination made by the Company in its discretion that Employee: (1. Loss ) has been convicted of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction pled guilty or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(snolo contendere to (i) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude that is likely to impair Employee’s ability to perform under this Agreement or otherwise have a significant adverse effect upon the Company, any of its affiliates, or any of their businesses or reputations, or (ii) a conviction following felony or misdemeanor which results in a plea term of nolo contendere is deemed incarceration in any correctional institution; (2) has committed or conspired to commit an act of dishonesty, theft, gross carelessness, or other misconduct against the Company or any of its affiliates; (3) has engaged in the use of alcohol or any illegal drug or intoxicant, or distributed or conspired to distribute any such substance, during working hours or at any facilities of the Company or any of its affiliates; (4) has committed or conspired to commit any act or series of acts that constitute harassment or discrimination based on an unlawful classification; (5) has committed or conspired to commit any act or series of acts without approval by the Company’s Board of Directors which would likely have a conviction). Termination significant adverse effect on the Company, any of its affiliates, or any of their businesses or reputations; (6) has engaged in a willful or negligent failure to perform duties or services for cause may not include the Company; (7) has improperly used or disclosed, or conspired to improperly use or disclose, confidential or proprietary information of the Company or any of its affiliates; or (8) has committed any act or omission that constitutes a refusal material breach by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such asEmployee’s obligations or agreements under this Agreement, but not necessarily limited toonly after the Company has provided notice of such breach to Employee and Employee fails or refuses to correct such breach within ten (10) days of such notice; provided, the Brown Acthowever, Public Records Actthat no prior notice is required for any event set forth in conditions (1) through (7), ethics laws or Political Reform Act inclusive, of 1974this Section 6(a).

Termination for Cause. In If this Agreement is terminated by Bank for Cause (as defined herein), this Agreement shall cease and terminate as of the event date of termination of Employee. “Cause” shall be defined as (i) commission of a willful act of dishonesty in the District terminates course of Employee’s employment “for cause” as defined below upon vote of a majority of the Board duties hereunder; (i.e., three of five membersii) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined conviction by a court of competent jurisdiction; 2. Habitual or willful neglect jurisdiction of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a crime constituting a felony or conviction with respect to any act involving fraud or dishonesty; (iii) Employee’s continued, habitual intoxication or performance under the influence of controlled substances during working hours, after Bank shall have provided written notice to Employee 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 incapacity or disability) absenteeism which shall not have been cured within thirty (30) days after Bank shall have advised Employee in writing of its intention to terminate Employee’s employment in accordance with the provisions of 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) Bank 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 misdemeanor involving moral turpitude nature that same cannot be cured or eliminated within such thirty (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute30) day period, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws period shall be extended for so long as Employee shall be endeavoring diligently and in good faith to cure or Political Reform Act of 1974eliminate such matters.

Termination for Cause. In If the event the District terminates EmployeeExecutive’s employment “with the Company is terminated for cause” as defined below upon vote of a majority of Cause, whether prior to or after the Board (i.e., three of five members) at a duly noticed Board meetingPerformance Hurdle Date, the District shall provide Executive will forfeit all unvested RSUs as well as any RSUs that had vested but were not yet paid out pursuant to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify Section 2 or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this AgreementSection 4. For purposes of this Agreement, “Cause” shall mean the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual Executive’s (i) engaging in willful or gross misconduct or willful or gross neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on dutyduties, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation (ii) repeatedly and willfully failing to adhere to the directions of the Federal, State Board or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members the written policies and practices of the general public Company or District employee(san Affiliate, (iii) while acting in the course and scope commission of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed to a convictionfelony, a crime of moral turpitude, or any crime involving the Company or an Affiliate that causes damage to the property or business of the Company or an Affiliate, (iv) fraud, misappropriation, dishonesty, or embezzlement in each case which causes damage to the property or business of the Company or an Affiliate, (v) material breach of the Executive’s employment agreement (if any) with the Company or an Affiliate (other than a termination of employment by the Executive). Termination for cause may not include a refusal by Employee to carry out a request , (vi) loss of any single Board member to undertake an activity license or registration that is necessary for the Executive to perform his duties for the Company or an Affiliate, or (vii) unlawful act that causes damage to the property or business of the Company or an Affiliate, all as determined in actual contravention the sole discretion of statutethe Committee. Before the Committee determines that “Cause” has occurred under clause (i), such as(ii), but not necessarily limited to(v), or (vii) above, the Brown ActCommittee will provide to the Executive in writing, Public Records Actin reasonable detail, ethics laws the reasons for the determination that such “Cause” exists, and afford the Executive a reasonable opportunity to remedy any such breach, action or Political Reform Act inaction, if such breach action or inaction, is capable of 1974being remedied. In addition, Executive’s employment and service will be deemed to have terminated for Cause if, within twelve (12) months after the Executive’s employment or service has terminated, facts and circumstances are discovered that would have justified a termination for Cause. For purposes of this Agreement, no act or failure to act on the Executive’s part will be considered “willful” unless it is done, or omitted to be done, by him or her in bad faith or without reasonable belief that his or her action or omission was in the best interests of the Company or an Affiliate. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company or an Affiliate will be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company or an Affiliate.

Termination for Cause. In The Employer may at any time during the event Employment Period and any Renewals thereof, by notice, terminate this Agreement and discharge the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) whereupon the opportunity Employer's obligation to pay any compensation, severance allowance, or other amounts payable hereunder to or for the benefit of Employee shall terminate on the date of such discharge, notwithstanding anything herein contained to the contrary. As used herein, the term "for cause" shall be heard before deemed to mean and include chronic substance abuse; misappropriation of any money or other assets or properties of the District Employer or its subsidiaries; willful violation of specific and lawful written directions from his superiors or from the Board of Directors on of the reasons for his termination. If Employer; willful failure or refusal to perform the services required of Employee requests a hearing, under this Agreement; other breaches of the hearing will be held at the Board’s earliest convenience covenants contained herein; willful disclosure of trade secrets or other confidential information resulting in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement substantial detriment to the position of General Manager Employer as a result of any decision to modify documented by the Employer under oath or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth affirmation; conviction in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual jurisdiction of any crime involving the funds or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation assets of the Federal, State or District discrimination laws or policies, Employer including, but not limited to, raceembezzlement and larceny; any civil or criminal conduct or personal misbehavior including sexual harassment which is detrimental to the image, religious creedreputation, color, national origin, ancestry, physical handicap, marital status, sex welfare or age concerning either members security of the general public Employer where such misconduct or District employee(s) while acting in misbehavior and judgment have been documented by the course Employer under oath or affirmation; and scope of employment, and while acting without any other acts or omissions that constitute grounds for cause under the prior approval or direction laws of the District; 7. Unlawful retaliation against any other District officer states of Georgia, Delaware, California, Massachusetts or employee or member of the general public who in good faith reports, discloses, divulgesIllinois, or otherwise brings to such other states or locations wherein the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause Employer may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974have operations.

Termination for Cause. In The Company may at any time terminate the event the District terminates Employee’s Executive's employment “hereunder for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this AgreementAgreement and subject to the Executive's opportunity to cure to the extent provided in Section 4.c. hereof, the following will justify Company shall have "cause" to terminate the Executive's employment hereunder if such termination for causeshall be the result of: (1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction) Fraud in connection with the Executive's performance hereunder; (2. Habitual or willful neglect of duty) 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. Willful destruction ) The failure by the Executive to perform his material duties hereunder or misuse any other material breach by Executive of District propertythis Agreement; (4. Habitual intoxication on duty) The failure by the Executive to follow, whether in a material manner, the lawful directions of or policies established by alcohol the Board of Directors or non-prescription drugsthe Chief Executive Officer of the Company unless the tasks are of the type which could not reasonably be required of Executive pursuant to this Agreement; (5. Extended absence without leave; 6. Violation ) The conviction for, or plea of the Federal, State or District discrimination laws or policies, including, but not limited nolo contendere to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members a charge of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction commission of a felony or conviction of a misdemeanor crime involving moral turpitude turpitude; (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request 6) The Executive's performance of any single Board member services under this Agreement while under the influence of drugs, alcohol or any controlled substance except, with respect to undertake an activity controlled substances only, to the 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 time; or (7) The Executive acting in a manner, which damages or could reasonably be expected to damage the business or reputation of the Company. The parties agree that is in actual contravention each of statutethe foregoing breaches, such asevents, but 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 constitute "cause" under any paragraph of this Section 4.a. shall not necessarily limited toprevent that same breach, the Brown Actevent, Public Records Actcrime, ethics laws behavior, act, inaction or Political Reform Act occurrence from constituting "cause" under a different paragraph of 1974this Section 4.a.

Termination for Cause. In The Company may terminate the event the District terminates Employee’s employment “under this Agreement at any time for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this AgreementCause. For purposes of this Agreement, “Cause” shall mean a determination by the Board that any of the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation have occurred: (i) the Employee’s failure to follow the lawful and reasonable directives of the Federal, State Company or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(sBoard; (ii) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful Employee’s material violation of any conflict material Company policy, including any provision of interest a Code of Conduct or incompatibility Code of office laws; 9. Performance Ethics adopted by the Company; (iii) the Employee’s commission of any act of fraud, embezzlement, dishonesty or any other willful or gross misconduct that in the reasonable judgment of the Board has caused or is reasonably expected to result in material outside business interests that conflict directly 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 owes an obligation of nondisclosure as a result of the Employee’s relationship with the activities and duties as District Manager; 10. Refusal Company that in the reasonable judgment of the Board has caused or is reasonably expected to take result in material injury to the Company; (v) the Employee’s conviction of, or subscribe any oath plea of guilty or affirmation which is required by law; 11. Conviction of “nolo contendere” to, a felony or conviction misdemeanor (other than a minor traffic offense); or (vi) the Employee’s material breach of a misdemeanor involving moral turpitude any of his obligations under this Agreement or any written agreement between the Employee and the 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 (a conviction following a plea i), (ii) or (vi), the Employee shall have thirty (30) days after receipt of nolo contendere 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 occurrence thereof, and such Cause shall not exist unless either the Employee is deemed a conviction)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. Termination of the Employee’s employment shall not be deemed to be for cause may not include a refusal by Employee Cause unless, prior to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited totermination, the Brown ActCompany 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 provided to the Employee and he is given a reasonable opportunity, Public Records Acttogether with counsel, ethics laws or Political Reform Act to be heard before the Board), finding that the Employee has engaged in the conduct described in any of 1974(i)-(vi) above.

Termination for Cause. In The Company may terminate the event term of employment and all of the District terminates EmployeeCompany’s employment 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 defined below upon vote a conviction) of a majority of the Board felony (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the whether or not any right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board appeal has been or may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager 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 decision such failure resulting from your incapacity due to modify physical or reverse 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 decision to terminate for cause. If the Board determines that no cause exists for terminationaffiliates, or (f) willful or material breach of any of the covenants provided for in Section 9 hereof. Such termination shall be effected by written notice thereof delivered by the Company to you and shall be effective as may otherwise be determined on appealof the date of such notice; provided, the Board shall have the continuing right however, that if (i) such termination is because of your willful failure or refusal without proper cause to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes perform any one or more of your obligations under this Agreement, (ii) such notice is the following will justify first such notice of termination for cause: 1any 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. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication The term “Limited Vicarious Liability” shall mean any liability which is based on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation acts of the FederalCompany 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 such acts and either had no prior knowledge of such intended actions or, State or District discrimination laws or policiesupon obtaining such knowledge, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course promptly acted reasonably and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reportsto attempt to prevent the acts causing such liability or (y) after consulting with the Company’s counsel, disclosesyou reasonably believed that no law was being violated by such acts. In the event of termination by the Company for cause, divulgeswithout prejudice to any other rights or remedies that the Company may have at law or in equity, or otherwise brings 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 attention year in which such termination occurs that has been determined but not yet paid as of the date of such termination, and (iii) with respect to any rights you have pursuant to any insurance or other benefit plans or arrangements of the Company. You hereby disclaim any right to receive a pro rata portion of any appropriate authority any facts or information relative Bonus with respect to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation year in which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974termination occurs.

Termination for Cause. In The Company may terminate the event the District terminates EmployeeExecutive’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this AgreementCause. For purposes of this Agreement, “Cause” means the following will justify termination Executive: (i) willfully, substantially, and continually fails to perform the duties for cause: 1. Loss of mental capacity for more than six consecutive months as determined which he is employed by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation the Company; (ii) willfully fails to comply with the legal instructions of the Federal, State Board or District discrimination laws the CEO; (iii) willfully engages in conduct which is or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex would reasonably be expected to be materially and demonstrably injurious to the Company; (iv) willfully engages in an act or age concerning either members acts of dishonesty resulting in material personal gain to the Executive at the expense of the general public or District employee(sCompany; (v) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulgesis indicted for, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following enters a plea of nolo contendere is deemed to, a conviction). Termination for cause may not include felony; (vi) engages in an act or acts of gross malfeasance in connection with his employment hereunder; (vii) commits a refusal by Employee to carry out material breach of Sections 12, 13 or 14 of this Agreement; (viii) commits a request material breach of any single Board member 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 undertake an activity that 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 in actual contravention capable of statute, being cured. In the event of such as, but not necessarily limited totermination of the Executive’s employment for Cause, the Brown ActExecutive shall be entitled to receive (A) his base salary pursuant to Section 3(a) and any other compensation and benefits to the extent actually earned pursuant to this Agreement or under any benefit plan or program of the Company as of the date of such termination at the normal time for payment of such salary, Public Records Act, ethics laws compensation or Political Reform Act benefits and (B) any amounts owed under the reimbursement policy of 1974Section 5.

Termination for Cause. In the event the District terminates The Company may terminate Employee’s 's employment “for "cause” as defined below " effective immediately upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a giving written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreementthereof. For purposes of this Agreement, the following will justify termination for term "cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or " shall be limited to (i) non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction appealable conviction of a felony or conviction 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 continuance thereof after written warning; and (iv) any material breach by Employee of a misdemeanor involving moral turpitude material obligation under this Agreement with written notice thereof, and 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 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 at the then current rate (a conviction following a plea of nolo contendere is deemed a convictionincluding any applicable pro rated bonus and accrued vacation pay). Termination Company shall have no other liabilities or obligations to Employee. All stock options, if any, which have become vested and exercisable on or before the termination date shall remain vested and exercisable for cause may not include a refusal by Employee to carry out a request such period of any single Board member to undertake an activity that is time as specified in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974Employee's stock option agreement(s).

Termination for Cause. In the event the District terminates Employee’s Blockbuster may, at its option, terminate your employment “under this Agreement forthwith for cause” as defined below upon vote Cause and thereafter will have no further obligations under this Agreement, including, without limitation, any obligation to pay Salary or Bonus or provide benefits. Cause will mean: (i) Your conviction of or entry into a majority plea bargain or settlement which admits your guilt for a felony involving moral turpitude, dishonesty or a breach of trust regarding Blockbuster or any of its affiliates or subsidiaries; (ii) Your disparagement of the Board business or affairs of Blockbuster or any of its affiliates or subsidiaries; (i.e.iii) Your commission of any act of theft, three dishonesty, fraud, embezzlement, misappropriation or any other act or omission that is materially injurious to Blockbuster or any of five membersits affiliates or subsidiaries regardless of whether a criminal conviction is obtained; (iv) at Your failure to perform, or gross negligence or misconduct in the performance of the duties and services required by this Agreement; (v) Your failure to devote substantially all of your business time to Blockbuster’s business affairs (excluding failure due to illness, incapacity or incidental civic activities), which failure is not remedied within a duly noticed Board meetingreasonable time after written demand is delivered by Blockbuster, identifying the District shall provide manner in which Blockbuster believes that you have failed to Employee devote substantially all of your business time to Blockbuster’s business affairs; (vi) Your violation of the Business Conduct Statement or other business or ethics policy as Blockbuster may adopt from time to time; (vii) Your knowing or willful violation of any federal or state securities laws; (vii) Your unauthorized disclosure of Confidential Information; (ix) Your failure to obey a written notice material lawful directive that is appropriate to your position from an executive(s) in your reporting line; or (x) your material breach of terminationthis Agreement. The If Blockbuster does not give a prompt written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination to you after learning of the Contract for causeoccurrence of an event giving rise to Cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse no way has Blockbuster waived its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination you for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual that event or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings subsequent event giving rise to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974Cause.

Termination for Cause. (a) In the event that the District terminates Employee’s Company provides Executive with written notice terminating his employment “for cause” "Cause", as defined below in Section 6(b), all compensation to Executive pursuant to Section 4 in respect of periods after such discharge shall terminate immediately upon vote such termination, and the Company shall have no further obligations with respect thereto, nor shall the Company be obligated to pay Executive termination pay under Section 8 or any accrued but unpaid incentive compensation. (b) For the purposes of this Agreement, "Cause" shall mean (i) the commission by Executive of an act of fraud, embezzlement, theft or willful breach of a majority material fiduciary duty to the Company (including the unauthorized disclosure of confidential or proprietary information of material significance concerning the Board Company); (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1ii) the particular cause(s) and the reason(s) justifying the termination commission by Executive of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result breach of any decision to modify material covenant, provision, term, condition, understanding or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise undertaking set forth in this Agreement. For purposes of this Agreement, ; (iii) the following will justify termination for cause: 1. Loss of mental commission by Executive (other than in Executive's capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation an agent of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(sCompany) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a crime constituting a felony under applicable law (or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere in lieu thereof); (iv) the exposure of the Company to any criminal liability substantially caused by the conduct of Executive which results, or may reasonably be expected to result, in a material adverse effect upon the Company's business, operations, financial condition or results of operations or is deemed reasonably expected to cause a convictionmaterial difficulty in obtaining registration for the Company's products; (v) the exposure of the Company to any civil liability caused by Executive's unlawful harassment in employment; (vi) any habitual absenteeism, gross negligence, bad faith or willful misconduct by Executive in the performance of Executive's duties to the Company which conduct results in a material detriment to the Company; (vii) the continued, repeated, intentional and willful refusal to perform the duties associated with Executive's position with the Company, which is not cured within 15 days following notice to Executive; or (viii) Executive's habitual abuse of alcohol or any controlled substance or Executive's reporting to work under the influence of alcohol or a controlled substance (other than those for which Executive is taking under a current prescription). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws expressly excluding (with respect to consumption of alcohol only) occasions in which Executive participates in work related socializing or Political Reform Act of 1974entertaining.

Termination for Cause. In The Company shall have the event the District terminates Employee’s right to terminate Executive's employment “at any time for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a Cause by giving Executive written notice of termination. The written notice the effective date of termination will specify (1) which effective date may, except as otherwise provided below, be the particular cause(s) and the reason(s) justifying the termination date of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for causesuch notice). If the Board determines that no cause exists Company terminates Executive's employment for terminationCause, or as may otherwise Executive shall be determined on appeal, paid his unpaid Base Salary through the Board date of termination and the 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 Company shall have no further obli- gation hereunder from and after the continuing right to terminate effective date of termination and the employee “without cause” as otherwise set forth Company shall have all other rights and remedies available under this or any other agreement and at law or in this Agreementequity. For purposes of this AgreementAgreement only, the following will justify termination for causeCause shall mean: 1. Loss i) fraud, misappropriation, embezzlement, or other act of mental capacity for more than six consecutive months material misconduct against the Company or any of its affiliates; ii) substantial and willful failure to perform specific and lawful directives of the Board or any Supervising Officer, as determined reasonably deter- mined by the Board; iii) willful and knowing violation of any rules or regulations of any governmental or regulatory body, which is materially injurious to the financial condition of the Company; iv) conviction of or plea of guilty or nolo contendere to a felony; v) Executive's loss of any personal gaming or related regulatory approval or license required to perform his duties under this Agreement; or vi) a final determination by a court of competent jurisdiction; 2jurisdiction 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▇▇▇ ▇. Habitual ▇▇▇▇▇▇▇, ▇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 willful neglect omissions giving rise thereto and with respect to those events, activities or omissions for which a cure is possible, a reasonable opportunity to cure such breach; and provided, further, that for purposes of duty; 3. Willful destruction determining whether any such Cause is present, no act or misuse of District property; 4. Habitual intoxication on duty, whether failure to act by alcohol Executive shall be considered "willful" if done or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who omitted to be done by Executive in good faith reports, discloses, divulges, and in the reasonable belief that such act or otherwise brings to omission was in the attention best interest of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is Company and/or required by applicable law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974.

Termination for Cause. In The Company may terminate the event Employee's employment for Cause if (i) the District terminates Employee’s employment “Employee willfully, substantially, and continually fails to perform the duties for cause” as defined below upon vote 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 majority 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 Board confidentiality provision set forth in Section 15, or (i.e., three viii) the Employee exhibits demonstrable evidence of five members) at alcohol or drug abuse having a duly noticed Board meeting, the District shall provide to Employee a written notice of terminationsubstantial 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 will specify (1) at least 45 days before the particular cause(s) and date of such termination specifying in reasonable detail the reason(s) justifying circumstances constituting such Cause. In the event of such termination of the Contract Employee's employment for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearingCause, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances Employee shall the Employee be entitled to reinstatement receive (i) his base salary pursuant to Section 3.1 and any other compensation and benefits to the position of General Manager as a result of extent actually earned pursuant to this Agreement or any decision to modify benefit plan or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation program of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members Company as of the general public date of such termination at the normal time for payment of such salary, compensation or District employee(sbenefits and (ii) while acting in any amounts owed under the course and scope reimbursement policy of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974Section 5.

Termination for Cause. In the event the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written Immediately following notice of termination will specify for "Cause" (1) as defined below), specifying such Cause, given by the particular cause(s) and the reason(s) justifying the Company (termination of the Contract for cause, and (2) the opportunity of Employee pursuant to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right this Section 6.3 being referred to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager herein as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1"Cause"). Loss As used herein, "Cause" means (i) termination based on Consulting Executive's conviction or plea of mental capacity for more than six consecutive months as determined by "guilty" or "no contest" to any crime constituting a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting felony in the course and scope of employment, and while acting without jurisdiction in which the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of crime constituting a felony or conviction of a misdemeanor is committed, any crime involving moral turpitude (whether or not a conviction following felony), or any other violation of criminal law involving dishonesty or willful misconduct that materially injures the Company (whether or not a plea felony); (ii) Consulting Executive's substance abuse that in any manner interferes with the performance of nolo contendere 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 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 afforded Consulting Executive the opportunity to be heard by the full Board of Directors. Notwithstanding any other provision in this Agreement, if Consulting Executive is deemed a conviction). Termination terminated pursuant to subsection (iii) of this Section 6.3 for cause may not include a poor job performance, excluding refusal by Employee to carry out a request of any single Board member perform his duties, Consulting Executive shall have sixty (60) days to undertake an activity that cure the behavior upon which the threatened termination is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974based.

Termination for Cause. Subject to the force majeure provision set forth herein, neither party shall terminate or cancel the Contract, whether by court action or otherwise, unless there is a Material Default by the other party. For purposes of the Contract, a Material Default shall be any monetary default not cured by the COMPANY within fifteen (15) days of receipt of notice from the TOWNSHIP and any non-monetary default by a party not cured by such party within thirty (30) days of receipt of notice by the non-defaulting party of such default unless default is attributable to an event of force majeure or unless it is not reasonably possible for the defaulting party, in which case the defaulting party shall have such amount of time as is reasonable necessary to cure such default. In the event that the District terminates Employee’s employment “for cause” as defined below upon vote TOWNSHIP feels that the COMPANY is not curing the default within a reasonable time. The TOWNSHIP may file a lawsuit seeking any and all remedies available to the TOWNSHIP at law or in equity. Neither party shall be obligated to perform and neither shall be deemed to be in Material Default hereunder if performance of a majority non-monetary obligation is prevented by the occurrence of any of the Board following (i.e.herein called “force majeure” or “event of force majeure”) acts of God, three strikes, lockouts, other industrial disturbances, acts of five members) at a duly noticed Board meetingthe public enemy, laws, rules and regulations of applicable governmental bodies, wars or warlike action (whether actual, impending, or expected and whether de jure or de factor), arrest or other restraint of government (civil or military), blockades, insurrections, riots, epidemics, landslides, earthquakes, fires, hurricanes, storms, floods, washouts, civil disturbances, explosions, nuclear reaction or radiation, radioactive contamination, or any other causes whether for the District shall provide to Employee a written notice kind herein enumerated or otherwise, that are not reasonably within the control of terminationthe party claiming the right of delay performance on account of such occurrence. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for causemy become effective, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless discretion of the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federaldefaulting party, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974.fifteen

Termination for Cause. In the event the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board Studio shall have the continuing right to terminate the employee Employment Term at any time for cause. As used herein, the term “without cause” shall 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 Chief Operating Officer of Studio or by the Board; (iii) any material breach of this Agreement by you; (iv) conviction of or entry of a plea of guilty or nolo contendre to a felony or a crime involving moral turpitude; (v) any willful act, or failure to act, by you in bad faith to the material detriment of Studio; or (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 (iv) or a willful failure in (ii) or repeated breaches, failures or acts of the 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 the Employment Term, and such cause is not cured within ten (10) business days after receipt by you of the first such notice. If the Employment Term is terminated as otherwise set forth in this Agreement. For purposes of this AgreementParagraph 11, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation then payment of the Federal, State or District discrimination laws or policies, 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 your termination) theretofore earned by you shall be payment in full of all compensation payable hereunder. If Studio terminated the Employment Term pursuant to this Paragraph 11, then you shall immediately reimburse Studio for all paid but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974unearned sums.

Termination for Cause. In Notwithstanding anything to the event the District terminates contrary contained in this Agreement, Company hereunder may terminate this Agreement and Employee’s employment for Cause. As used in this Agreement, “for causeCause” as defined below upon vote shall mean (i) any action or omission of Employee which constitutes (A) a majority material breach of any of the Board provisions of Section 5 of this Agreement, (i.e.B) a material breach by Employee of his fiduciary duties and obligations to Company, three or (C) Employee’s failure or refusal to follow any lawful directive of five membersthe Board, in each case which act or omission is not cured (if capable of being cured) at a duly noticed Board meeting, the District shall provide to Employee a within ten (10) days after written notice of terminationsame from the Board to Employee, (ii) conduct constituting fraud, embezzlement, misappropriation or gross dishonesty by Employee in connection with the performance of his duties under this Agreement or (iii) a conviction of Employee for (A) a felony (other than a traffic violation) or (B) a crime involving moral turpitude, but only if the Board determines that such conviction will damage or bring into disrepute the business, reputation or goodwill of Company or impair Employee's ability to perform his duties for Company. The For any termination for Cause under this Section 4.1 other than Section 4.1(i)(C), Employee shall be given prior written notice of the proposed termination will specify for Cause, specifying the specific grounds therefor and, if such grounds are capable of being cured, Employee shall have thirty (130) the particular cause(sdays after receipt of such notice to cure. It is presumed that any stated grounds for a termination for Cause under Section 4.1(i) and the reason(sare capable of being cured but grounds for a termination for Cause under Section 4.1(ii) justifying the termination or (iii) are not capable of the Contract for causebeing cured, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearingprovided, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearinghowever, the Board may affirmdetermine, modify in its discretion, allow a thirty (30) day cure period for a termination for Cause under Section 4.1(ii) or reverse its decision (iii). A termination for Cause shall not be effective until the expiration of the applicable cure period prescribed by this Section 4.1Upon the effectiveness of any termination pursuant to terminate for cause. Under no circumstances this Section 4.1, Employee shall the Employee only be entitled to reinstatement his Total Salary as accrued through the date of termination, reimbursement of expenses incurred prior to the position date of General Manager as a result of termination in accordance with Section 3.1 hereof and, and any decision to modify or reverse its decision to terminate for causeother compensation and benefits payable in accordance with Section 3.2 hereof. If the Board determines that no cause exists for terminationUpon making such payments, or as may otherwise be determined on appeal, the Board Company shall have the continuing right no further liability to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974hereunder.

Termination for Cause. In the event the District terminates Employer may terminate Employee’s employment immediately for “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a by written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, a termination shall be for “cause” if the termination results from any of the following will justify termination for causeevents: 1. Loss (i) Employee’s willful breach of mental capacity for more than six consecutive months as determined by a court any material provision of competent jurisdictionthis Agreement, which breach Employee shall have failed to cure within thirty (30) days following Employer’s written notice to Employee specifying the nature of the breach; 2. Habitual (ii) Any documented misconduct by Employee as an executive or willful neglect director of dutyEmployer, or any subsidiary or affiliate of Employer for which Employee is performing services hereunder, which is material and adverse to the interests, monetary or otherwise, of Employer or any subsidiary or affiliate of Employer; 3. Willful destruction (iii) Unreasonable neglect or misuse refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within thirty (30) days following Employer’s written notice to Employee specifying the nature of District propertythe neglect or refusal; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s(iv) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony crime involving any act of dishonesty or conviction moral turpitude, or the commission of a misdemeanor involving moral turpitude felony; (v) Adjudication as a conviction following a plea bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Employer’s unexcused failure to perform its obligations under this Agreement; (vi) Documented failure to follow the reasonable, written instructions of nolo contendere is deemed a conviction). Termination for cause may the Board of Directors of Employer, provided that the instructions do not include a refusal by require Employee to carry out engage in unlawful conduct; or (vii) A willful violation of a request material rule or regulation of the Office of the Comptroller of the Currency or of any single Board member other regulatory agency governing Employer or any subsidiary or affiliate of Employer. Notwithstanding any other term or provision of this Agreement to undertake an activity the contrary, if Employee’s employment is terminated for cause, Employee shall forfeit all rights to payments and benefits otherwise provided pursuant to this Agreement; provided, however, that is in actual contravention Base Salary shall be paid through the date of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974termination.

Termination for Cause. In the event the District terminates EmployeeThe 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 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 by the Company (except where due to physical or mental incapacity); (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 any act or omission which is in material violation of Company policy, 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” as defined below upon Cause must be made, if at all, by the affirmative vote of a majority of the members of the Board (i.e., three of five membersnot including Executive) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination meeting of the Contract Board called and held for causesuch purpose (after reasonable notice to Executive and an opportunity for Executive, and (2) the opportunity of Employee together with counsel, to be heard before the District Board Board) finding that, in the good faith opinion of Directors on the reasons for his terminationBoard, Executive engaged in conduct set forth above and specifying the particulars thereof in reasonable detail. If Employee requests a hearingthe act or omission giving rise to the termination for Cause is curable by Executive, the hearing 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 held at effective immediately upon the Board’s earliest convenience in a closed session; unless the right mailing or transmitting written notice of such termination to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this AgreementExecutive. For purposes of this AgreementSection 5A., an action or inaction shall not be treated as “willful misconduct” if authorized by the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual Board or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting taken in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulgesbelief that it was in, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited opposed to, the Brown Act, Public Records Act, ethics laws or Political Reform Act best interests of 1974the Company.

Termination for Cause. Either party hereto may terminate this AGREEMENT upon 90 (ninety) days written notice calculated from the date of receipt of such notice to the other party of its intention to do so in the event of violation or breach of any of the material provisions of this AGREEMENT. Should, however, the other party remedy the default upon which said notice is based within the said 90 (ninety) day period, the notice shall be without effect and this AGREEMENT shall continue in full force and effect. C. (1) In the event this AGREEMENT is terminated prior to the District terminates Employee’s employment “for cause” as defined below upon vote date of a majority its expiration in the TERRITORY due to fault of LICENSEE, LICENSEE shall promptly make an accounting to ETHICAL of the Board inventory of all PRODUCT which it has on hand in the TERRITORY, if any, as of the date of such termination and said parties shall thereafter have the right for a period of 6 (i.e.six) months after said termination to sell such inventory of PRODUCT provided that the NET SALES thereof shall be subject to the royalty provisions of Article V and so payable to ETHICAL. Thereafter, three any remaining inventory of five members) at a duly noticed Board meeting, the District PRODUCT shall provide to Employee a written notice be disposed of termination. The written notice of termination will specify by mutual agreement in accordance with regulatory requirements. (1) If, within 6 (six) months after receipt of Marketing Authorisations for the particular cause(s) and PRODUCT in the reason(s) justifying the termination TERRITORY, LICENSEE has not commenced commercial sales of the Contract for causePRODUCT, and then ETHICAL may terminate the AGREEMENT effective immediately upon giving notice to LICENSEE. (2) Should LICENSEE proceed to commercialise the opportunity PRODUCT in the TERRITORY and then choose to abandon commercialisation of Employee the PRODUCT in the TERRITORY for any reasons, then LICENSEE shall promptly notify ETHICAL of such abandonment of commercialisation, and ETHICAL may terminate this AGREEMENT, effective immediately upon giving notice to be heard before LICENSEE. (3) Should LICENSEE make the District Board determination, for any reason, that it does not intend to commercialise the PRODUCT in the TERRITORY, then LICENSEE shall promptly notify ETHICAL of Directors on the reasons for his termination. If Employee requests a hearingsame and ETHICAL may terminate this AGREEMENT immediately upon giving notice to LICENSEE. E. Upon any early termination of this AGREEMENT in full due to the fault of LICENSEE, the hearing will be held at the Board’s earliest convenience in a closed session; unless ETHICAL shall have the right to a public hearing is required use, including license to any Third Party(ies), any LICENSEE KNOW-HOW and any other information, and data developed by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement LICENSEE with respect to the position PRODUCT subject to compensation arrangements to LICENSEE mutually acceptable to LICENSEE and ETHICAL (including without limitation royalty payments in respect of General Manager as a result such LICENSEE KNOW-HOW). F. In the event any of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, patents included in the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined PATENT RIGHTS is found by a court of competent jurisdiction; 2. Habitual applicable jurisdiction to be invalid or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting unenforceable in the course TERRITORY and scope as a result thereof an INDEPENDENT THIRD PARTY would be entitled to manufacture or distribute and thereafter commercialises Page 14 G. Termination of employmentthis AGREEMENT, and while acting due to the fault of either party, shall be without the prior approval or direction of the District; 7. Unlawful retaliation against prejudice to any other District officer rights or employee remedies then or member of the general public who in good faith reports, discloses, divulges, thereafter available to either party under this AGREEMENT or otherwise brings otherwise. H. The rights granted either party to terminate this AGREEMENT prior to the attention expiration of its term shall not be affected in any appropriate authority any facts way by that party's waiver of or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal failure to take or subscribe action with respect to any oath or affirmation which is required by law; 11previous default hereunder. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974.ARTICLE

Termination for Cause. In the event the District terminates Employee’s employment “under this Agreement shall commence on the Effective Date and shall continue indefinitely for cause” as defined below no specific term. The Company may terminate Employee’s employment with the Company at will at any time upon vote of a majority 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 Board (i.e.Company relating to the employment, three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the discipline or termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreementemployees. For purposes of this Agreement, “Cause” shall mean any of the following will justify termination for cause: 1. Loss following: (a) the commission of mental capacity for more than six consecutive months as determined by a court any act of competent jurisdiction; 2. Habitual fraud, embezzlement or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether dishonesty by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation Employee which adversely affects the business of the Federal, State Company; (b) any unauthorized use or District discrimination laws disclosure by Employee of confidential information or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members trade secrets of the general public Company; (c) the refusal or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal omission by Employee to carry out perform any lawful duties properly required of her under this Agreement, provided that any such failure or refusal has been communicated to Employee in writing and Employee has been provided a request 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, (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 the breach of any single statutory or common law duty of loyalty to the Company; or (f) any illegal act by Employee which the Board member to undertake an activity that is in actual contravention determines adversely affects the business of statutethe Company, such asor any felony committed by Employee, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974as evidenced by conviction thereof.

Termination for Cause. In the event the District terminates Adaptec and Employee agree that Adaptec may terminate Employee’s employment and terminate this Agreement at any time “for cause,” as defined below upon vote of a majority which shall include any one or more of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify following reasons: (1) the particular cause(s) and the reason(s) justifying the termination A deliberate or serious violation of the Contract for cause, and Employee’s material duties as assigned by Adaptec’s CEO; (2) the opportunity of Employee Refusal or unwillingness to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience perform such material duties in a closed session; unless the right to a public hearing is required by statute good faith and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result best Employee’s ability upon request by Adaptec’s CEO or his designee; (3) A breach or violation of any decision to modify other terms or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes conditions of this Agreement, including the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdictionEmployee Proprietary Information Agreement; 2. Habitual (4) Neglect or willful neglect poor performance of dutyduties, 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; 3. Willful destruction (5) Conviction of the Employee of a felony or misuse other crime involving moral turpitude, dishonesty, willful misconduct, misappropriation of District propertyfunds, habitual insobriety or illegal drug use; 4. Habitual intoxication (6) Substance abuse or any other action on dutythe part of the Employee involving willful and deliberate malfeasance or gross negligence in the performance of his duties and responsibilities, whether by alcohol or non-prescription drugsany conduct or act which brings public disrespect, contempt or ridicule upon Adaptec; 5. Extended absence without leave(7) A deliberate or serious violation of any 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 Adaptec’s CEO constitute justification for Employee’s termination; 6. Violation (8) Prolonged absence from duties without the consent and approval of the FederalAdaptec’s CEO, State or District discrimination laws or policies, including, including but not limited to, racewhere Employee is permanently disabled, religious creedwhich, colorfrom the CEO’s sole discretion, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the Districtconstitutes justification for Employee’s termination; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; (9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974) Employee’s death.

Termination for Cause. In Subject to Section 3.2, below, the event the District terminates EmployeePresident and/or CEO may terminate Executive’s employment “for cause” as defined below upon vote of a majority and all of the Board Company’s obligations under this Agreement (i.e.except as provided in Section 10.5, three of five membersbelow, and as required by law) at a duly noticed Board meeting, the District shall provide to Employee a any time for Cause (defined below) by giving written notice to Executive stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the President and/or CEO may designate. “Cause” shall mean any of termination. The written notice of termination will specify the following: (1) Executive has, in a material way, breached this Agreement or the particular cause(s) and fiduciary duty he owes to the reason(s) justifying Company or any other legal obligation or duty he owes to the termination Company, which breach remains uncured, if possible to cure, to the reasonable satisfaction of the Contract President and/or CEO for cause, and 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 opportunity performance of Employee to be heard before Executive’s duties for the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience Company; (3) Executive has failed in a closed session; unless material way to follow reasonable instructions from the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearingPresident and/or CEO, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of consistent with this Agreement, concerning the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual operations or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation business of the FederalCompany, State or District discrimination laws or policieswhich failure remains uncured, includingif possible to cure, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members to the reasonable satisfaction of the general public 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 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 District employee(s) while acting in the course and scope of employment, and while acting without the prior approval embezzled funds or direction property of the District; 7. Unlawful retaliation against Company or engaged in any other District officer or employee or member act of dishonesty that involves the business of the general public who in good faith reports, discloses, divulges, Company or otherwise brings causes material damage to the attention Company; and (6) Executive attempts to misappropriate or misappropriates a corporate opportunity of any appropriate authority any facts or information relative the Company, unless the transaction was approved in writing by the President and/or CEO after full disclosure of all details relating to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974transaction.

Termination for Cause. In the event the District terminates Employee’s employment “for cause” as defined below upon The Board, by vote of a majority of its members, may terminate the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity employment of Employee to be heard before with Employer at any time during the District Board of Directors on the reasons Term for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this AgreementCause”. For purposes of this Agreement, the following will justify termination for cause“Cause” shall be deemed to exist if, and only if: 1. Loss (i) Employee shall engage, during the performance of mental capacity his duties hereunder, in acts or omissions constituting dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing or malfeasance which result in material harm to Employer; (ii) Employee shall intentionally disobey or disregard a lawful and proper direction of the Board or Employer; or (iii) Employee shall materially breach this Agreement, and such breach by its nature, is incapable of being cured, or such breach remains uncured for more than six consecutive months as determined 30 days following receipt by a court Employee of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation written notice from Employer specifying the nature of the Federalbreach and demanding the cure thereof. For purposes of this clause (iii), State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members 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. Without limiting the generality of the general public foregoing, the following shall not constitute Cause for termination of Employee or District employee(sthe modification or diminution of any of his authority hereunder: (i) while acting in the course any personal or policy disagreement between Employee and scope of employmentEmployer, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who Employer or its Board; or (ii) any action taken by Employee in connection with his duties hereunder or any failure to act, if Employee acted or failed to act in good faith reportsand in a manner Employee reasonably believed to be in, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited opposed to, the Brown Actbest interest of Employer, Public Records Actand Employee has no reasonable cause to believe his conduct was unlawful. Notwithstanding anything herein to the contrary, ethics laws 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 Political Reform Act reasons for Employee’s termination. If the employment of 1974Employee 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 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 termination.

Termination for Cause. In Notwithstanding anything contained in this Agreement to the event the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meetingcontrary, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board Company shall have the continuing right to terminate the employee employment of the Executive upon the occurrence of any of the following events (which events shall constitute “without causeCause” as otherwise set forth in for termination): (a) The Executive shall commit any breach or violation of any of Executive’s representations or covenants under this Agreement. For purposes , which breach continues for a period of ten (10) days following notice thereof from the Company (except in the event of a breach of any provision of Article III Sections 3.2, 3.3, 3.4, and 3.5 of this Agreement, which shall require no notice to Executive prior to termination); (b) The 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 at least 30 days following will justify receipt by Executive of written notice specifying the failure to substantially perform; (c) The Executive shall willfully engage in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise. (d) The Executive shall, in the performance of the Executive’s duties under this Agreement, engage in any act of misconduct, including misconduct involving moral turpitude, which is injurious to the Company; (e) The Executive shall violate or willfully refuse to obey the lawful and reasonable instructions of the Board of the Company or the President and Chief Executive Officer, provided that such instructions are not in violation of this Agreement; (f) The Executive shall become disabled during the Term (the Executive shall be deemed to be disabled if the 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, the 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 a period of ninety (90) consecutive days within any 180-day period). (g) The 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 the Executive is terminated pursuant to this Section 4.1, such termination shall be effective upon the delivery of notice thereof to the Executive, except in the event of the death of Executive, in which case termination shall be effective immediately upon death, and termination pursuant to subsection 4.1(a) and (b) under circumstances in which Executive is entitled to notice of breach (or failure) and an opportunity to cure, in which case termination shall be effective immediately after the notice period if Executive fails to cure the breach or failure to the reasonable satisfaction of the Company. In the event of termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual “Cause”, the Executive shall not be entitled to any severance payments or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974payments under this Agreement.

Termination for Cause. In It is agreed and understood that the event Company cannot terminate the District terminates Employee’s employment “of the Employee under this Agreement except for cause” as defined below upon vote Cause, which shall mean: (a) Should Employee for reasons other than illness or injury absent himself from his duties without the consent of the Company (which consent shall not be unreasonably withheld) for more than twenty (20) consecutive business days; (b) Should Employee be convicted of a majority felony involving moral turpitude; (c) Should Employee during the period of his employment by the Company engage in any activity that would in the opinion of the Board constitute a material conflict of interest with the Company's oil and gas activities in the Gulf of Mexico; provided that termination for Cause based on this subparagraph (i.e., three of five membersc) at a duly noticed Board meeting, shall not be effective unless the District Employee shall provide to Employee a have received written notice from the Board of termination. The such activity (which notice shall also include a demand for the Employee to cease the activity giving rise to the conflict of interest) thirty (30) days prior to his termination and the Employee has failed after receipt of such notice to cease or commence efforts to cease all activities creating the conflict of interest; or (d) Should Employee be grossly negligent in the performance of his duties hereunder, or materially in breach of his duties and obligations under this Agreement; provided that termination for Cause based on this subparagraph (d) shall not be effective unless the Employee shall have received written notice from the Board (which notice shall include a description of the reasons and circumstances giving rise to such notice) thirty (30) days prior to his termination will specify (1) the particular cause(s) and the reason(s) justifying Employee has failed after receipt of such notice to satisfactorily discharge the termination performance of his duties hereunder or to comply with the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes terms of this Agreement, as the following will justify termination case may be. The Company may terminate Employee's employment for cause: 1Cause under this Agreement without advance notice, except as otherwise specifically provided for in subparagraphs (c) and (d) above. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation Termination shall not affect any of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course Company's other rights and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974remedies.

Termination for Cause. In the event the District terminates EmployeeThe Company may terminate Executive’s employment “pursuant to the terms of this Agreement at any time for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a cause by giving written notice of termination. The written notice of Such termination will specify (1) become effective upon the particular cause(s) and the reason(s) justifying the giving of such notice. Upon any such termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the Executive shall have no further right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearingcompensation, the Board may affirm, modify bonus or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreementreimbursement under Section 5. For purposes of this AgreementSection 7.02, “cause” shall mean: (i) Executive is convicted of a felony which is directly related to Executive’s employment or the following will justify termination business of the Company or could otherwise reasonably be 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 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 the 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 Section 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: 1. Loss ” unless such breach is not cured in its entirety within twenty (20) days of mental capacity 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 six consecutive months as determined ten (10) days after written notice thereof by a court of competent jurisdiction; 2the Company to Executive. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings Executive's failure to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly comply with the activities 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 duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974no further appeals are permissible.

Termination for Cause. In the event the District terminates Employer may terminate Employee’s employment immediately for “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a by written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, a termination shall be for “cause” if the termination results from any of the following will justify termination for causeevents: 1. Loss (i) Employee’s willful breach of mental capacity for more than six consecutive months as determined by a court any material provision of competent jurisdictionthis Agreement, which breach Employee shall have failed to cure within thirty (30) days following Employer’s written notice to Employee specifying the nature of the breach; 2. Habitual (ii) Any documented misconduct by Employee as an executive or willful neglect director of dutyEmployer, or any subsidiary or affiliate of Employer for which Employee is performing services hereunder, which is material and adverse to the interests, monetary or otherwise, of Employer or any subsidiary or affiliate of Employer; 3. Willful destruction (iii) Unreasonable neglect or misuse refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within thirty (30) days following Employer’s written notice to Employee specifying the nature of District propertythe neglect or refusal; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s(iv) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony crime involving any act of dishonesty, acts of moral turpitude, or conviction the commission of a misdemeanor involving moral turpitude felony; (v) Adjudication as a conviction following a plea bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Employer’s unexcused failure to perform its obligations under this Agreement; (vi) Documented failure to follow the reasonable, written instructions of nolo contendere is deemed a conviction). Termination for cause may the Board of Directors of Employer, the Employer’s Chief Banking Officer, or the Employer’s Chief Executive Officer or authorized designee, provided that the instructions do not include a refusal by require Employee to carry out engage in unlawful conduct; or (vii) A willful violation of a request material rule or regulation of the Office of the Comptroller of the Currency or of any single Board member other regulatory agency governing Employer or any subsidiary or affiliate of Employer. Notwithstanding any other term or provision of this Agreement to undertake an activity the contrary, if Employee’s employment is terminated for cause, Employee shall forfeit all rights to payments and benefits otherwise provided pursuant to this Agreement; provided, however, that is in actual contravention Base Salary shall be paid through the date of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974termination.

Termination for Cause. In The Company may terminate the event Executive's employment for Cause by giving the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board Executive seven (i.e., three of five members7) at a duly noticed Board meeting, the District shall provide to Employee a days prior written notice of such termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, "Cause" for termination shall mean (i) the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual willful failure or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out the reasonable directions of the 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 such failure, other than a request failure resulting from the Executive's complete or partial incapacity due to physical or mental illness or impairment; (ii) a conviction for a violation of a state or federal criminal law involving the commission of a felony; (iii) a willful act by the Executive that constitutes gross negligence in the performance of the Executive'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; (iv) a material breach by the Executive of the terms 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; (v) repeated unethical business practices by the Executive in connection with the Company’s business, which unethical business practices continue after fifteen (15) days after written notice thereof by the Company; (vi) habitual use of alcohol or drugs by the Executive; or (vii) violation of the Company’s Code of Ethics or similar code of business conduct adopted by the Company for its executive officers. Upon termination for Cause, the Executive shall not be entitled to payment of any single Board member compensation other than salary and benefits under this Agreement earned up to undertake an activity that is in actual contravention the date of statutesuch termination and any stock options, warrants or similar rights which have vested at the date of such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974termination.

Termination for Cause. In Blue Rhino may terminate this Agreement at any time for Cause, in which case Employee shall be entitled to receive his Base Salary accrued and unpaid through the event the District terminates Employee’s employment “for cause” as defined below upon vote date of a majority such termination in full satisfaction of Blue Rhino's obligations to Employee under this Agreement. Any of the Board following shall constitute "Cause" i. Any material breach by Employee of any of the terms of this Agreement where such breach is not cured within five (i.e., three of five members5) at a duly noticed Board meeting, the District shall provide to Employee a days after written notice of terminationsuch breach is delivered to Employee; ii. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors Intoxication with alcohol or drugs while on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify premises of Blue Rhino or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement of any customer or potential customer to the position extent that in the reasonable judgment of General Manager as a result of any decision management, Employee is abusive or his ability to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in perform his duties and responsibilities under this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdictionAgreement is impaired; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11iii. Conviction of a felony or conviction of a any misdemeanor involving moral turpitude (a conviction following a plea dishonesty, theft, the failure to tell the truth, other unethical behavior, racial prejudice, drugs, alcohol, sexual misconduct or any other crime; iv. Intentional misappropriation of nolo contendere property belonging to Blue Rhino; v. Illegal business practices in connection with Blue Rhino that could have an adverse effect on Blue Rhino or its business or reputation; vi. Excessive absence of Employee from his employment during usual business hours for reasons other than vacation, disability or sickness after written notice thereof is deemed a conviction)delivered to Employee describing the nature of such excess absences and affording Employee one opportunity to avoid excess absences; or vii. Termination for cause may not include a refusal by Willful failure of Employee to carry out a request obey directions of any single Board member to undertake an activity that is in actual contravention the board of statute, such as, but not necessarily limited todirectors of Blue Rhino, the Brown Actpresident or chief executive officer of Blue Rhino, Public Records Actconsistent with his duties as described in paragraph 1 hereof, ethics laws or Political Reform Act provided Blue Rhino first gives written notice to Employee of 1974such failure, and Employee, does not cure such failure within five (5) days of the delivery of such notice.

Termination for Cause. 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 effected by written notice thereof delivered by the Company to the Executive and shall be effective as of the date of such notice; provided, however, that if (i) such termination is because of the Executive's willful refusal without proper cause to perform any one or more of his obligations under this Agreement, (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, and (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, the termination shall not be effective. In the event of such termination by the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract 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 obligations to the Executive other than (i) to pay Base Salary and make credits of deferred compensation as provided in Sections 3.1 and 3.3, or 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 respect of the calendar year prior to the calendar year in which such termination is effective, in the event such annual bonus has been determined but not yet paid as of the date of such termination and (2iii) with respect to any rights the opportunity Executive has in respect of Employee amounts credited to be heard before the District Board Trust Account or pursuant to any insurance or other benefit plans or arrangements of Directors on the reasons Company maintained for his terminationthe benefit of its senior executives. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the The Executive hereby disclaims any right to receive a public hearing is required by statute and a public hearing is requested by Employee. After pro rata portion of the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement Executive's annual bonus with respect to the position year in which such termination occurs. The fourth sentence of General Manager as a result Section 3.3 and the provisions of Sections 3.8, 8.2, 8.3 and 9 through 12 and Annex A shall survive any decision termination pursuant to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974Section 4.1.

Termination for Cause. In the event the District terminates Employee’s employment may be terminated by Employer for “for causeGood Cause”, as described below. Upon such termination, Employer’s obligation to compensate Employee under this Agreement shall in all respects cease, except that Employer shall pay Employee, within thirty days of such termination (or sooner if required by law), any Accrued Compensation as of the time of such termination and Employee shall be entitled to any Accrued Benefits as of the time of such termination when and if provided to be paid by the applicable program or plan. “Good Cause” as defined below upon vote includes, but is not limited to any one or more of the following occurrences: (a) Employee’s breach of any of the covenants contained in this Agreement; (b) Employee’s conviction or entry of a majority 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 fraud, whether prior or subsequent to the date hereof, upon any of the Board Companies or any customer of any of the Companies; (i.e.d) Employee’s willful failure or refusal to perform his duties as required by this Agreement, three of five members) at a duly noticed Board meetingprovided that, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of Employee’s employment pursuant to this subparagraph (d) shall not constitute valid termination for Good Cause unless Employee shall first have received written notice from the Contract for causePresident stating with specificity the nature of such failure or refusal in the performance of duties and affording Employee at least fifteen days to correct the act or omission complained of; (e) gross negligence, and (2) theft of any property of any of the opportunity Companies, or the theft of any property of any customers or suppliers, material violation by Employee of any duty of loyalty to be heard before the District Board of Directors Employer, or any other material misconduct on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed sessionpart of Employee; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be entitled to reinstatement to the position of General Manager as a result or (f) material violation of any decision to modify or reverse its decision to terminate for cause. If the Board determines employee policy manual promulgated by Employer as in effect at that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policiestime, including, but not limited towithout limitation, racethe receipt of any kick-back or side payment from any customer, religious creedsupplier or vendor. Notwithstanding the foregoing, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members termination of Employee’s employment by resignation shall be deemed a termination for Good Cause and shall be effective as of the general public or District employee(s) while acting in the course and scope effective date of employmentsuch resignation, and while acting without the prior approval or direction but acceptance of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention such resignation by Employer shall not be deemed a waiver of any appropriate authority any facts right of Employer or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974Companies under this Agreement.

Termination for Cause. In the event the District terminates Employee’s employment “Company may terminate Executive for cause” as defined below upon vote cause immediately, without notice, if Company reasonably concludes that Employee has committed fraud, theft, embezzlement, misappropriation of a majority Company funds or other property, or any felony. Company may also terminate Executive for cause for any of the Board following: (i.e.a) Breach by Executive of any material provision of this Agreement; (b) Violation by Executive of any statutory or common law duty of loyalty to Company; or (c) A material violation by Executive of Company's employment policies; or (d) Commission of such acts of dishonesty, three gross negligence, or willful misconduct as would prevent the effective performance of five members) at a duly noticed Board meeting, the District shall provide Executive’s duties or which result in material harm to Employee a written notice of terminationCompany or its business. The Company may terminate this Agreement for cause by giving written notice of termination will specify to Executive, provided, however, if Company declares Executive to be in default of this Agreement under subsection (1a) above because Executive fails to substantially perform his material duties and responsibilities under this Agreement, Company shall deliver a written demand for substantial performance of such duties and responsibilities to Executive. Such demand must identify the particular cause(s) manner in which the Board believes that Executive has not substantially performed his duties, and Executive shall have a period of 30 days to correct the reason(s) justifying deficient performance. With the termination exception of the Contract covenants included in paragraph 3 above, upon termination for cause, the obligations of Executive and 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 to Executive (i) Executive’s accrued but unpaid Annual Salary and the value of accrued but unused vacation pay through the effective date of the termination; (ii) Executive’s accrued but unpaid Annual Bonus, if any; and (2iii) business expenses incurred prior to the opportunity effective date of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances Executive shall the Employee not be entitled to reinstatement continue to participate in any employee benefit plans except to the position of General Manager as a result of any decision to modify or reverse its decision to terminate extent provided in such plans for cause. If the Board determines that no cause exists for terminationterminated participants, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the course and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by applicable law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974.