Common use of Termination for Cause Clause in Contracts

Termination for Cause. The Company shall have the right to terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” for termination shall be 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; (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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Company.

Termination for Cause. Employee’s employment under this Agreement have no specific term. The Company shall have the right to may terminate the ExecutiveEmployee’s employment with the Company at will at any time upon written notice, with or without notice Cause or advance notice, for Causeany reason or no reason at all, notwithstanding anything to the contrary contained in or arising from any statements, policies or practices of the Company relating to the employment, discipline or termination of its employees. For purposes of this Agreement, “Cause” for termination shall be deemed to exist if mean any of the following circumstances exist following: (a) the commission of any act of willful dishonesty by Employee in connection with the reasonable judgment Company’s business or any act of fraud or embezzlement by Employee; (b) a breach of the Company: ’s Employee Proprietary Information and Invention Agreement or a breach in any material respect by the Executive of any other contract the Employee is a party to with the Company; (ic) the Executive refusal or omission by Employee to perform any lawful duties properly required Employee, provided that any such failure or refusal has committed been communicated to Employee in writing and Employee has been provided a reasonable opportunity to correct it, if correction is possible; (d) any act or engaged in intentional misconduct omission by Employee involving malfeasance or gross negligence in the exercise performance of his Employee’s duties under this Agreement; 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, (iii) 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written must give Employee notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received deviations within thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board becoming aware of Directorssuch an occurrence, (ii) Employee must be given thirty (30) days to cure or correct the inadequate performance within such 30 deviation, if curable, and (iii) Employee may only be terminated for Cause if the deviation remains uncured after thirty (30) days. In , if curable, following written notice and upon the event approval of the Executive’s employment is terminated at Board; (e) conduct on the part of Employee which constitutes the breach of any time for Cause, statutory or common law duty of loyalty to the Executive will not receive Company; or (f) any Severance Pay, illegal act by Employee which the COBRA BenefitBoard determines adversely affects the business of the Company, or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companyfelony committed by Employee.

Termination for Cause. The Company shall have the right to terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” for termination This Agreement shall be deemed terminated and the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to exist if Employee, upon the occurrence of any of the following circumstances exist in the reasonable judgment following: i. Employee commits an act of the Company: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, misappropriationdishonesty, embezzlementfalsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or any other act engages in a course of material misconduct against the Company or any of its affiliates; (iii) the Executive has violated any fiduciary duty owed conduct amounting 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 gross incompetence; ii. Employee materially breaches this Agreement because or violates any workplace policy of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (Employer, including, but not limited to, unlawful discriminatory conduct) that results in substantial injury Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the reputation, business Employee’s duties of employment or business relationships any action or omission of Employee which constitutes negligent performance of the Company or thatEmployee’s duties; v. Employee solicits business on behalf of a competitor, in each case, has subjectedpotential competitor, or if generally known would subjectfor the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Company Employer’s assets; or viii. Employer is unable to public ridicule continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even severance payment in the absence event of a “for cause” discharge and Employer shall pay Employee only for such written notice; or (viii) the Executive has failed to adequately perform the material duties period of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, Employee’s active full-time employment to the satisfaction date of the Board of Directorstermination. Upon termination pursuant to this section, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary Employee shall be paid when due and accrued but unused vacation in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (to the policy extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the Companyfull extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of termination only.

Termination for Cause. The Company shall have (a) NRF may terminate this Agreement, effective upon 60 days’ prior written notice of termination from the right Board of Directors to terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” for termination shall be deemed to exist Asset Manager if any of the following circumstances exist in the reasonable judgment of the Company: (i) the Executive has committed Asset Manager engages in any act of fraud, misappropriation of funds, or engaged in intentional misconduct embezzlement against NRF or gross negligence in the exercise any of his duties under this Agreementits subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act part of material misconduct against Asset Manager in the Company or any performance of its affiliatesduties 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) the Executive has violated there is a commencement of any fiduciary duty owed proceeding relating to the CompanyAsset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) the Executive there is convicted of, a dissolution of Asset Manager; or enters a guilty plea or plea of no contest to a felony or any other crime involving moral turpitude; (v) unless the Executive Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is unable to competently perform his duties no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement because caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of his substantial dependence on alcohol such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any controlled substance; material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (vior 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 Executive has engaged 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 act (and all damages and legal remedies arising from or in connection with such default including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputationdirect, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companyfuture.

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 Company 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 Executive’s employment with employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the Company at any time 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 notice for Causeleave; 6. “Cause” for termination shall be deemed to exist if any Violation of the following circumstances exist in the reasonable judgment of the Company: (i) the Executive has committed Federal, State or engaged in intentional misconduct District discrimination laws or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theftpolicies, 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conductrace, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) that results while acting in substantial injury 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 reputationattention 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, business or business relationships of the Company or thatsuch as, in each case, has subjected, or if generally known would subjectbut not necessarily limited to, the Company to public ridicule Brown Act, Public Records Act, ethics laws or embarrassment; (vii) the Executive has violated a material provision Political Reform Act of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Company1974.

Termination for Cause. The Company (I) City may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Leased Premises for one or more of the purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that (i) 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 have the right provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate the Executivethis Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s employment with the Company at any time without notice for Cause. “Cause” 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. (II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be deemed entitled to exist if all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of any one of the following circumstances exist 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 this Lease Agreement as a bankrupt pursuant to such proceedings; iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on 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 proceedings 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 reasonable judgment Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Company: (i) Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the Executive has committed purpose for which they were leased unless same may be repaired by City or engaged Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in intentional misconduct or gross negligence in the accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of his duties under this Agreement; (ii) the Executive has committed theftits option to not maintain, forgery, fraud, misappropriation, embezzlement, repair or any other act of material misconduct against the Company or any of its affiliates; (iii) the Executive has violated any fiduciary duty owed replace damage to the Company; (iv) the Executive is convicted offoundation, walls, roof 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships ceiling of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation Leased Premises in accordance with the policy provisions of the CompanySection 6(A)(I) of this Lease Agreement.

Termination for Cause. The Company shall have the right SDSP may terminate this Agreement for “cause” upon written notice to terminate the Executive’s employment with the Company at any time without notice Employee. If this Agreement is terminated for Cause. “Cause” for termination cause”, Employee shall be deemed entitled to exist if any of the following circumstances exist in the reasonable judgment of the Companyreceive: (i) the Executive has committed Base Salary through the effective date of termination, (ii) any other amounts earned, accrued or engaged owed to Employee under this Agreement but not paid as of the date of termination, and (iii) any other benefits payable to Employee upon such termination under any benefit plans or programs of SDSP in intentional misconduct effect on the date of termination; less any claims of SDSP against Employee. The term “cause” shall mean: (i) Employee’s confession or gross conviction of theft, fraud, embezzlement or other crime involving dishonesty; (ii) Employee’s excessive absenteeism (other than by reason of physical injury, disease, or mental illness) without reasonable cause; (iii) Employee’s act or omission constituting a material breach of any provision of this Agreement, including Sections 12, 13, 14 and 15 below; (iv) habitual and material negligence by Employee in the exercise performance of his Employee’s duties under this Agreement; (iiv) the Executive has committed theftEmployee’s abuse, forgerymisuse or destruction of property of SDSP, fraud, misappropriation, embezzlementits affiliates, 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 because of his substantial dependence on alcohol or any controlled substancecustomers; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business Employee’s making or business relationships publishing of the Company false or that, in each case, has subjected, malicious statements concerning SDSP; or if generally known would subject, the Company to public ridicule or embarrassment; (vii) material failure by Employee to comply with the Executive has violated policies of SDSP or a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction lawful directive of the Board of DirectorsManagers of SDSP and the failure to cure such non-compliance within ten days after his receipt of a written notice from the Board of Managers setting forth in reasonable detail the particulars of such non-compliance. The preceding list is not intended to be exhaustive; other conduct of a similar nature may result in the termination of this Agreement for “cause.” However, the inadequate performance within such 30 days. In the event the Executiveresults of SDSP’s employment is terminated at any time for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, operations or any other such compensation or benefits, except business judgment made in good faith by Employee shall not constitute an independent basis for accrued but unpaid salary and accrued but unused vacation in accordance with the policy termination of the Companythis Agreement for “cause.”

Termination for Cause. The Company A. Either party shall give the other ninety days prior written notice of termination of this agreement based on clauses XII paragraphs D.1, and D.3 below, and thirty days prior written notice of termination for cause of this agreement based on clause ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇, ▇.▇, ▇.▇ and D.6 below. B. In the event of termination for cause on ninety days notice by MASIMO, this agreement shall terminate immediately upon the expiration of said ninety days provided that MASIMO is current in payment of all invoices to IVEMSA; the termination shall be 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 disputed invoices has been given prior thereto and all non -disputed invoices have been paid. C. In the event of termination by MASIMO for cause on thirty days notice, this agreement shall terminate as provided, however, such termination shall be subject to the condition that MASIMO is current in payment of all invoices to IVEMSA, and any and all additional monies due hereunder. In any such event, MASIMO shall have the right to terminate give NEMSA notice of termination of this agreement as provided without any responsibility, liability or obligation on the Executive’s employment part of MASIMO for the remaining term of this agreement, nor for the payment of rent, except for labor obligations that deal with severance provisions under Mexican law. The termination for cause on thirty days notice, shall be effective immediately upon the Company at any time without notice for Cause31st day or immediately thereafter upon payment of all invoices that are outstanding on the 30th day. “Cause” for In the event some invoices are in dispute on the 30th day, the termination shall be deemed effective on the 31st day notwithstanding those outstanding invoices provided written notice by MASIMO to exist if any IVEMSA of the following circumstances exist in the reasonable judgment disputed invoices has been given prior thereto and all non -disputed invoices have been paid. D. Causes for termination of the Companythis agreement are as follows: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or • ONE PARTY’S DEFAULT 1. Either party fails to perform 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement agreement and has failed fails to cure such breach default in performance within ten (10) a thirty day period of time following its receipt of notice from the other party specifying such a default exists. 2. If either party becomes insolvent, or makes an assignment for the benefit of 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. Either party is delinquent in the fulfillment of its normal business obligations such as payment of taxes, labor or civil obligations to the extent that such obligations represent a real and present danger to the interest of the other party, and if such delinquency is not cured within thirty calendar days of receiving written notice thereof, except that any breach given by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 daysnon—delinquent party. • MAYOR FORCE 4. In the event of any act of the ExecutiveUnited 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 employment equipment, materials and/or inventories under the custody and/or control of IVEMSA provided such theft is terminated 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 good faith consent or otherwise, of any court of the United States of Mexico, or if either party has received notification of any proposed official action by any such government, agency, department, or court with respect to any such conflict, then, 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 be reached within forty -five days from the making of such proposal, the parties agree to submit this dispute to arbitration under the rules of the American Arbitration Association as provided below. In the event described before, the remaining provisions shall be in all legal forces and shall not be at any time for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companyconsidered as null.

Termination for Cause. The Company shall This Agreement can be terminated on any of the grounds and in the following manner: 20.1 Performance based termination: Any franchisee inducted in past six months will not be considered for this exercise. All such franchisees will be given 30 days notice to wind up operations. However monthly review for the franchisees who have been served a Notice of Termination will happen for next month as per the right 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 terminate bid for franchisee EOI for that territory for the Executive’s employment with the Company at next two years. Circle/SSA may use look-after arrangement in these vacant territories. 20.2 Without prejudice to any time without notice for Cause. “Cause” other provision for termination in this agreement, BSNL shall be deemed entitled to exist if forthwith terminate this agreement, without any liability to BSNL, by providing notice in writing to the franchisee of this agreement upon the occurrence of any of the following circumstances exist in events:- If the reasonable judgment franchisee commits any breach, of any of the Company: (iterms and conditions of this agreement and in case such breach is capable of being remedied, the franchisee fails to remedy the same within thirty(30) days after receipt of a notice in writing from BSNL giving full particulars of the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlementbreach and requiring it to be remedied, or If the franchisee commits any breach, of any of the terms and conditions of this agreement and if such breach is not capable of being remedied, or If the franchisee is found involved in fraud or other illegal or unethical activities in relation to any subject matter associated with this agreement. 20.3 BSNL may also terminate this agreement for 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. In the event the Executive’s employment is terminated reason at any time during the term of this agreement by delivering not less than 30 days’ prior written notice of such termination to the Franchisee. 20.4 If either party suffers distress or execution or commits an act of bankruptcy or insolvency or put into liquidation (otherwise than solely for Cause, the Executive will not receive amalgamation or restriction) or if a receiver is appointed over any Severance Pay, the COBRA Benefit, or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy part of the Companyparty’s business then the other party shall have a right to terminate this agreement by written notice forthwith. 20.5 In case the 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 agreement forthwith. The exercising of the right of cancellation / termination shall not have the effect of waiving any damages to which BSNL might otherwise be entitled to.

Termination for Cause. The Company shall have may terminate Employee's employment for "cause" effective immediately upon giving written notice thereof. For purposes of this Agreement, the right to terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” for termination term "cause" shall be deemed limited to exist if any of the following circumstances exist in the reasonable judgment of the Company: (i) non-appealable conviction of a felony or of any crime involving fraud or misrepresentation that adversely affects the Executive has committed or engaged Company's reputation in intentional misconduct or gross negligence in the exercise of his duties under this Agreementa material way; (ii) Employee's gross negligence or willful misconduct which is materially injurious to the Executive has committed theftCompany, forgery, fraud, misappropriation, embezzlement, or any other act of material misconduct against the Company or any of its affiliates; (iii) excessive use of alcohol or illegal drugs interfering with the Executive has violated any fiduciary duty owed to performance of Employee's duties and the Companycontinuance thereof after written warning; and (iv) the Executive is convicted of, or enters any material breach by Employee of 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 material obligation under this Agreement because 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 substantial dependence on alcohol action or any controlled substance; (vi) omission was in the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships best interest of the Company Company. Notwithstanding any term or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material 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 has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy 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 (including any applicable pro rated bonus and accrued vacation pay). 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 such period of time as specified in Employee's stock option agreement(s).

Termination for Cause. The Company shall have the right to may terminate the Executive’s 's employment with the Company at any time without notice immediately for Cause. “Cause” Cause for termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Companyreasons: (i) an act or acts of dishonesty or fraud on the part of the Executive has committed resulting or engaged intended to re- ▇▇▇▇ directly or indirectly in intentional misconduct substantial gain or gross negligence in the exercise of his duties under this Agreement; (ii) personal enrichment to which the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act was not legally entitled at the expense of material misconduct against the Company or any of its affiliatessubsidiaries; (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 has violated any fiduciary duty owed to the Company; (iv) the Executive is convicted of, or enters a guilty plea or plea Executive's conviction of no contest to a felony or any other crime involving moral turpitude; , (viv) habitual neglect or insubordination (defined as refusal to execute or carry out directions from the Executive is unable to competently perform his duties under this Agreement because of his substantial dependence on alcohol Board or any controlled substance; (viits duly appointed designees) where the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships been given written notice of the Company acts or that, in each case, has subjected, omissions constituting such neglect or if generally known would subject, the Company to public ridicule or embarrassment; (vii) insubordination and the Executive has violated a material provision of this Agreement and has failed to cure such breach conduct, where susceptible to cure, within ten thirty days following such notice, or (10v) days of receiving written notice thereof, except that any a material breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in any of his obligations under the absence of such written notice; or (viii) Lydall Employee Agreement executed by the Executive has failed and attached hereto as Exhibit A. The Company shall exercise its right to adequately perform terminate the material duties of his position after having received thirty (30) days Executive's employment for Cause by giving the Executive written notice of termination specifying in reasonable detail the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within circumstances constituting such 30 daysCause. In the event of such termination of the Executive’s 's employment is terminated at any time for Cause, the Executive will shall be entitled to receive only (i) her base salary pursuant to Section 3.1 earned through the date of such termination of employment plus her base salary for the period of any vacation time earned but not receive any Severance Paytaken for the year of termination of employment, such base salary to be paid at the COBRA Benefitnormal time for payment of such base salary, or (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, such compensation or benefits, except and benefits to be paid and at the normal time for accrued but unpaid salary payment of such compensation and accrued but unused vacation in accordance with the policy of the Companybenefits and (iii) any reimbursement amounts owing under Section 4.

Termination for Cause. The Company shall have Notwithstanding the right to terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” for termination shall be deemed to exist if any preceding paragraph (a) of the following circumstances exist this Section 10, in the reasonable judgment of event that BNY Mellon or the Company: Investment Advisor (i) the Executive has committed or engaged as applicable, a “Defaulting Party”), shall fail in intentional misconduct or gross negligence in the exercise of his any material respect to perform its duties under this Agreement; (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 and obligations hereunder pursuant to the Company; (iv) the Executive is convicted of, or enters a guilty plea or plea applicable standard 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act care set forth herein (including, but not limited toin the case of BNY Mellon, unlawful discriminatory conductthrough 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”) that results in substantial injury shall have given written notice thereof to the reputationDefaulting Party, business or business relationships and such material failure shall not have been remedied to the reasonable satisfaction of the Company or thatOther Party within thirty (30) days after such written notice is received, in each casethen, has subjected, or if generally known would subjectas applicable, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of Investment Advisor may terminate this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received providing thirty (30) days written notice specifying the reasons why his performance is inadequate and has not curedof such termination to BNY Mellon, or BNY Mellon may terminate this Agreement by providing one hundred twenty (120) days written notice of such termination to the satisfaction Investment Advisor. In addition, notwithstanding the preceding sentence, this Agreement may be terminated by the Investment Advisor (i) immediately in the event 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) by providing thirty (30) days written notice of such termination to BNY Mellon in the event that BNY Mellon is indicted for a crime, commences any bankruptcy or insolvency proceeding or has such a proceeding initiated against it which is not dismissed within sixty (60) days, or suffers any other material adverse change in its condition, operations or professional reputation that is determined by the Investment Advisor in its reasonable discretion to threaten the continuing performance of services hereunder or the reputation of the Board Investment Advisor. Upon termination of Directors, the inadequate performance within such 30 days. In Agreement pursuant to this paragraph (b) 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 Investment Advisor shall pay to BNY Mellon such compensation or benefits, except for as shall have accrued but unpaid salary and accrued but unused vacation in accordance with to the policy effective date of the Companysuch termination.

Termination for Cause. The Company 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 Executivedefault 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 of a termination for cause, Buyer will not be liable to Vendor for any amount, and Vendor shall be liable to Buyer for all direct costs, losses, and damages arising from Vendor’s employment failure to perform or comply with the Company at terms of this Order, in addition to any time without notice and all rights and remedies provided by this Order or by law. If it is determined by a court of competent jurisdiction, that Buyer improperly terminated this Order for Cause. “Cause” for cause, such 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; (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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause termination for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companyconvenience.

Termination for Cause. The Notwithstanding anything contained in this Agreement to the contrary, the Company shall have the right to immediately terminate the Executive’s employment with of Executive upon the Company at occurrence of any time without notice for Cause. of the following events (which events shall constitute “Cause” for termination termination): (a) Executive shall be deemed to exist if intentionally commit a material and substantial breach or violation of 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 Executive’s covenants under this Agreement; , which breach continues for a period of ten (ii10) days following notice thereof from the Company; (b) Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act of material misconduct against shall fail to substantially perform Executive’s duties with the Company (other than due to incapacity resulting from physical or any mental illness, including care required for physical or mental illness of its affiliatesExecutive’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 (iiic) the Executive has violated any fiduciary duty owed to the Company; (iv) the Executive commits, is convicted of, or enters a guilty plea or plea of no contest pleads nolo contendere to a felony or any other crime involving dishonest conduct, moral turpitude; turpitude or relating directly to his duties as an employee of the Company. (vd) Executive shall violate or refuse to obey the lawful and reasonable written instructions of the Chief 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 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 competently perform his duties under this Agreement because the essential functions of his substantial dependence on alcohol position with the Company, with reasonable accommodation, by reason of a physical or mental infirmity, for a period of ninety (90) consecutive days within any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected180-day period), or if generally known would subject, Executive shall die during the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision Term of this Agreement and has failed Agreement. If the employment of Executive is terminated pursuant to cure this Section 4.1, such breach within ten (10) days termination shall be effective upon the delivery of receiving written notice thereofthereof to Executive, except that any breach by in the Executive event of Sections 6.2(i)-(vithe death of Executive, in which case termination shall be effective immediately upon death, and termination pursuant to subsection 4.1(a) or (viiib) under circumstances in which Executive is entitled to notice of breach (or failure) and an opportunity to cure, in which case termination shall constitute Cause for termination even in be effective immediately after the absence of such written notice; notice period if Executive fails to cure the breach or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, failure to the reasonable satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Company.

Termination for Cause. The Company shall have the right to terminate the Executive’s employment with the Company at any time without notice This Agreement may be terminated for CauseCause as hereinafter defined. “Cause” for termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Companymean: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this AgreementExecutive’s death; (ii) the Executive has committed theftExecutive’s Permanent Disability, forgerywhich shall mean the Executive’s inability, fraudas a result of physical or mental incapacity, misappropriation, embezzlement, or any other act substantially to perform his duties hereunder for a period of material misconduct against the Company or any of its affiliatessix (6) consecutive months; (iii) a material violation by the Executive has violated of any fiduciary duty owed to applicable material law or regulation respecting the Companybusiness of the Employer; (iv) the Executive is convicted of, or enters a being found guilty plea or plea of no contest to a felony or 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 other crime involving moral turpitudeone of the Subsidiaries; (v) the willful or negligent failure of the Executive is unable to competently perform his duties under this Agreement because of his substantial dependence on alcohol or hereunder in any controlled substancematerial respect; (vi) the Executive has engaged engages in any act (includingone 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, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, any one of the Subsidiaries; or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision is removed or suspended from banking pursuant to Section 8(e) of this Agreement and has failed the Federal Deposit Insurance Act, as amended (the “FDIA”), or any other applicable state or federal law. The Executive shall be entitled to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received at least thirty (30) days days’ prior written notice of the Employer’s intention to terminate his employment for any cause (except the Executive’s death) specifying the reasons why his performance is inadequate grounds for such termination and has not cured, shall be provided a reasonable opportunity to present to the satisfaction Board his position regarding any dispute relating to the existence of the Board of Directors, the inadequate performance within such 30 dayscause. In the event of a dispute regarding the Executive’s Permanent Disability, each of the Executive and the Employer shall choose a physician who together will choose a third physician to make a final determination thereof. If the Executive’s employment is terminated at any time for CauseCause 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 such termination and neither the Employer, the Executive will not receive Company nor any Severance Pay, the COBRA Benefit, or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the CompanySubsidiaries shall have any further obligations to the Executive.

Termination for Cause. The Company shall have the right to may terminate the Executive’s employment with the Company hereunder at any time without for “Cause” (as hereinafter defined) immediately upon written notice to the Executive. Such written notice shall set forth with reasonable specificity the Company’s basis for Causesuch termination. For purposes of this Agreement and for purposes of the LLC Agreement, “Cause” for the Executive’s termination shall be deemed to will exist if at any time after the happening of one or more of the following circumstances exist events, in the reasonable judgment of each case as determined in good faith by the Company: ’s Board: (a) Executive’s — (i) the Executive has committed or engaged in intentional willful misconduct or gross negligence in the exercise performance of his duties under this Agreement; hereunder which is not remedied (if remediable) within thirty (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, or (ii) willful refusal to comply in any material respect with the Executive has committed theftlegal directives of the Company’s Board so long as such directives are not inconsistent with the Executive’s position and duties, forgeryor 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 Company; (c) Executive’s commission of any act of fraud, willful misrepresentation, misappropriation, embezzlement, embezzlement or any other act of material misconduct against similar gravity involving moral turpitude; (d) Executive’s abuse of controlled substances or alcohol which materially impairs the goodwill or business of the Company or any causes material damage to its property, goodwill or business or impairs Executive’s fulfillment of its affiliates; (iii) the Executive has violated any fiduciary duty owed his responsibilities to the Company; or (ive) the Executive is convicted of, or enters a guilty plea or plea Executive’s commission of no contest to a felony or any other crime involving moral turpitude; (v) the Executive that is unable reasonably likely to competently perform his duties under this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury cause material harm to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement standing and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy reputation of the Company.

Termination for Cause. The Company shall may terminate your employment and this Agreement for Cause upon written notice following its determination that you have the right to terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” for termination shall be deemed to exist if committed any of the following circumstances exist in the reasonable judgment acts (“Termination for Cause”): (A) conviction of the Company: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, 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 guilty/no contest plea to a felony or any other 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; (vB) fraud; (C) embezzlement or other misappropriation of funds; (D) material misrepresentation with respect to the Executive is unable Company; (E) substantial and/or repeated failure to competently perform his duties under this Agreement because duties; (F) gross negligence or willful misconduct in the performance of his substantial dependence on alcohol 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 controlled substanceother written Company policy; or (viI) the Executive has engaged in material breach of this Agreement. Prior to any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subjectTermination 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 public ridicule 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 embarrassment; (vii) the Executive has violated a material provision is related to any breach of this Agreement and has failed Agreement. In the event of your Termination for Cause, you will be entitled to cure such breach within ten payment of any accrued but unpaid Base Salary due to you through the date of termination (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received payable no later than thirty (30) days written notice specifying the reasons why his performance is inadequate and has not curedafter such termination); any accrued, but unpaid vacation to the satisfaction 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 the Board of Directorssuch plans (collectively, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Company“Accrued Amounts”).

Termination for Cause. The Company shall have the right In addition to any other remedies that may exist, either party may terminate the Executive’s employment with the Company at any time without notice this Agreement for Cause. “Cause” for termination shall be deemed to exist if any of the following circumstances exist cause in the reasonable judgment event the other party commits a material breach of any provision of this Agreement by giving the Company: other party at least sixty (60) days prior written notice of such termination, unless such default or breach is cured within said sixty (60) days. If either party terminates this Agreement pursuant to this Section 9, Licensee shall 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. Notwithstanding the foregoing, information which (i) is or becomes generally available to the Executive has committed public other than as a result of an unauthorized disclosure by the Licensee or engaged in intentional misconduct its respective members, agents, employees, directors or gross negligence in the exercise of his duties under this Agreement; representatives, (ii) was available to the Executive has committed theftLicensee on a non-confidential basis prior to its receiving disclosure hereunder, 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 lawfully becomes available to the Company; Licensee on a non-confidential basis from a third party source (provided that such source is not known by the Licensee or its members, agents, employees, directors or representatives to be prohibited from transmitting the information), or (iv) the Executive Licensee is convicted of, compelled by legal process by any court or enters a guilty plea or plea of no contest other authority to a felony or any other crime involving moral turpitude; (v) the Executive is unable to competently perform his duties under this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but disclose shall not limited to, unlawful discriminatory conduct) that results in substantial injury be subject to the reputation, business or business relationships terms of the Company or that, duty to protect Confidential Information set forth in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 dayssection. In the event the Executive’s employment is terminated at any time for Causecase of (iv) above, the Executive will Licensee shall give the Licensor prompt written notice of such legal process in order that an appropriate protective order can be sought and Licensee agrees not receive any Severance Pay, to oppose Licensor's efforts to prevent the COBRA Benefit, or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy disclosure of the CompanyConfidential Information.

Termination for Cause. The Board may terminate Executive for cause immediately, without notice, if Company shall have the right to reasonably concludes that Employee has committed fraud, theft, embezzlement, misappropriation of Company funds or other property, or any felony. The Board may also terminate the Executive’s employment with the Company at any time without notice Executive for Cause. “Cause” cause for termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment following: (a) Breach by Executive of the Company: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a 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, gross negligence, or willful misconduct as would prevent the effective performance of Executive’s duties or which result in material harm to Company or its business. The Board may terminate this Agreement and has failed to cure such breach within ten (10) days of receiving for cause by giving written notice thereofof termination to Executive, except that any breach by provided, however, if the Board declares Executive to be in default of Sections 6.2(i)-(vithis Agreement under subsection (a) or (viii) above because Executive fails to substantially perform his material duties and responsibilities under this Agreement, the Board shall constitute Cause deliver a written demand for termination even in the absence substantial performance of such written notice; or (viii) duties and responsibilities to Executive. Such demand must identify the manner in which the Board believes that Executive has failed not substantially performed his duties, and Executive shall have a period of 30 days to adequately perform correct the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directorsdeficient performance. Upon termination for cause, the inadequate performance within such 30 daysobligations of Executive and Company under this Agreement shall immediately cease. In the event the 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 at any time for Causepursuant to this paragraph, the Company shall pay to Executive will not receive any Severance Pay, the COBRA Benefit, or any other such compensation or benefits, except for (i) Executive’s accrued but unpaid salary Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive’s accrued but unused vacation unpaid Annual Bonus, if any; and (iii) business expenses incurred prior to the effective date of termination. Executive shall not be entitled to continue to participate in accordance with any employee benefit plans except to the policy of the Companyextent provided in such plans for terminated participants, or as may be required by applicable law.

Termination for Cause. The Company Corporation shall have no obligation to make payments of any kind to the right to terminate Executive in accordance with the provisions of paragraph 3 or otherwise for periods after the Executive’s 's employment with the Company at any time without notice Corporation is terminated on account of the Executive's discharge for Causecause. “Cause” for termination For purposes of this paragraph 5, the Executive shall be deemed to exist considered terminated for "CAUSE" if any he is discharged by the Corporation on account of the occurrence of one or more of the following circumstances exist in the reasonable judgment of the Company: events: (i) the Executive has committed becomes addicted to drugs or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; alcohol; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, discloses confidential information in violation of paragraph 4(a) or any other act engages in competition in violation of material misconduct against paragraph 4(b) to the Company or any detriment of its affiliates; the Corporation and/or Thane; (iii) the Corporation is directed by regulatory or governmental authorities to terminate the employment of the Executive has violated any fiduciary duty owed 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 Company; Corporation; (iv) the Executive is convicted of, or enters a guilty plea or plea of no contest to a felony or any crime (other crime involving moral turpitude; than a felony resulting from a minor traffic violation); (v) the Executive is unable flagrantly and repeatedly disregards his duties under this Employment Agreement after (A) written notice has been given to competently perform the Executive by the Board that it views the Executive to be flagrantly disregarding his duties under this Agreement because of his substantial dependence on alcohol or any controlled substance; and (viB) the Executive has engaged in been given a period of thirty (30) days after such notice to cure such misconduct. However, no notice or cure period shall be required if Executive's disregard of his duties has materially and adversely affected the Corporation and/or Thane; (vi) any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury event of willful misconduct to the reputation, business or business relationships of the Company or extent that, in each case, has subjected, or if generally known would subjectthe reasonable judgment of the Board, the Company Executive's credibility and reputation no longer conform to public ridicule or embarrassmentthe standard of the Corporation's and Thane's executives; or (vii) the Executive has violated commits an act of fraud against the Corporation and/or Thane, violates a material provision duty of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, loyalty to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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, Corporation and/or Thane as defined under Florida law or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companyviolates paragraph 2.

Termination for Cause. The Company shall have the right to may terminate the Executive’s 's employment with the Company at any time without notice for Cause. “Cause” for termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: Executive: (i) the Executive has committed is convicted of or engaged in intentional misconduct pleads nolo contendre to a felony (or gross negligence in the exercise of his duties its equivalent under this Agreement; applicable state law); (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, commits fraud or any other a material act of material misconduct against 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 Executive has violated any fiduciary duty owed material responsibilities of Executive's employment by the Company (except where due to the Company; physical or mental incapacity); (iv) engages in willful misconduct or a pattern of behavior which in either case has had or is reasonably likely to have a significant adverse effect on the Executive is convicted of, or enters a guilty plea or plea of no contest to a felony or any other crime involving moral turpitude; Company; (v) willfully engages in any act or omission which is in material violation of the Executive is unable Company’s policy, including but not limited to competently perform his duties under this Agreement because of his substantial dependence on alcohol engaging in ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ transactions or any controlled substancedisseminating inside information; or (vi) the Executive has engaged in any act (includingcommits a material breach of Executive's material obligations under this Agreement, including but not limited toto Section 8. A decision to terminate the Executive's employment for Cause shall be made, unlawful discriminatory conduct) that results in substantial injury if at all, by the CEO, after consultation with the Board, upon reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard by the reputationCEO, business or business relationships of and the Company or CEO finding that, in each casehis good faith opinion, has subjected, Executive engaged in conduct set forth above and specifying the particulars thereof in reasonable detail. If the act or if generally known would subjectomission giving rise to the termination for Cause is curable by Executive, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received will provide thirty (30) days days’ written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction Executive of the Board of Directors, Company’s intent to terminate the inadequate performance within such 30 days. In the event the Executive’s employment is terminated at any time Executive for Cause, with an explanation of the reason(s) for the termination for Cause and, if Executive cures the act or omission within the 30-day notice period, the Company will rescind the notice of termination and Executive's employment will not receive any Severance Paybe 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 COBRA BenefitCompany will have no obligation to provide Executive with notice and an opportunity to cure a recurrence of that behavior prior to a termination for Cause. For purposes of this Section 5(A), an action or inaction shall not be treated as “willful misconduct” if authorized by the CEO or the Board, or any other such compensation taken by Executive in the good faith belief that it was in, or benefitsnot opposed to, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy best interests of the Company.

Termination for Cause. The Company Studio shall have the right to terminate the Executive’s employment with the Company Employment Term at any time without notice for Causecause. As used herein, the term “Causecause” for termination shall be deemed to exist if mean (a) misappropriation of any material funds or property 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; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act of material misconduct against the Company Studio or any of its affiliatesrelated companies; (iiib) failure to obey reasonable and material orders given by the Executive has violated any fiduciary duty owed to Chief Financial Officer of Studio or by the CompanyBoard; (ivc) the Executive is convicted of, any material breach of this Agreement by you; (d) conviction of or enters entry of a guilty plea or plea of no contest guilty or nolo contendre to a felony or any other a crime involving moral turpitude; (ve) the Executive is unable any willful act, or failure to competently perform his duties under this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged act, by you in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury bad faith to the reputation, business material detriment of Studio; or business relationships (f) material non-compliance with established Studio policies and guidelines (after which you have been informed in writing of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement such policies and has guidelines and you have failed to cure such breach 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 of receiving written notice thereof, except that any breach after receipt by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction you of the Board of Directors, first such notice. If the inadequate performance within such 30 days. In the event the Executive’s employment Employment Term is terminated at any time for Causeas set forth in this Paragraph 11, the Executive will not receive any Severance Pay, the COBRA Benefit, or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy then payment of the Companyspecified 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 unearned sums.

Termination for Cause. The Company shall have the right to terminate the Executive’s Employee's employment with the Company at any time without notice for Cause. “Cause” 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; (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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (includingmay be terminated by Employer for "good cause." Upon such termination, but not limited to, unlawful discriminatory conduct) that results in substantial injury Employer's obligation to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of compensate Employee under this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereofshall in all respects cease, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) Employer shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received pay Employee, within thirty (30) days of such termination, 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. The term "good cause" includes, but is not limited to any one or more of the following occurrences: 7.1. Employee's breach of any of the covenants contained in this Agreement; 7.2. Employee's conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any crime (excluding traffic violations and similar misdemeanors) involving moral turpitude or which is punishable by imprisonment in the jurisdiction involved; 7.3. Employee's commission of an act of fraud, whether prior or subsequent to the date hereof upon Employer or the Companies or any of their subsidiaries, ventures or affiliates; 7.4. Employee's willful failure or refusal to perform his duties as required by this Agreement, provided that, the termination of Employee's employment pursuant to this Section 8.4. shall not constitute valid termination for good cause unless Employee shall first have received written notice specifying from the reasons why his President or stating with specificity the nature of such failure or refusal in the performance is inadequate of duties and has not curedaffording Employee at least fifteen (15) days to correct the act or omission complained of; 7.5. Gross negligence, theft of Employer's property, material violation by Employee of any duty of loyalty to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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, Employer or any other such compensation material misconduct on the part of Employee; or 7.6. Material violation of any employee policy manual, in effect at that time, including, without limitation, the receipt of any kickback or benefitsside payment from any customer, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companyservice provider, supplier or vendor.

Termination for Cause. The Company shall have the right to may terminate the ExecutiveEmployee’s employment with the Company at any time without notice for Cause. “Cause” for termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: cause (ias defined below) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received with thirty (30) days written notice specifying and opportunity to cure the reasons why his performance violation. Such opportunity to cure will only be available if the violation is inadequate and has not cured, to the satisfaction contained in one of the Board of Directorsfollowing paragraphs (contained below in this Subsection 6(b)): (iv), the inadequate performance within such 30 days(viii), (ix), (x) (xi). In the event the ExecutiveIf Employee’s employment is terminated at any time for Causepursuant to this Subsection 6(b), the Executive will not receive any Severance Pay, the COBRA Benefit, or any other such compensation or benefits, except for accrued but unpaid salary all of Employee’s rights and accrued but unused vacation in accordance with the policy all of the Company.’s obligations hereunder shall immediately terminate. As used in this section, “for cause” 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 competitor or a potential competitor; (ix) Sexually harassing any other employee of the Company or committing any act which otherwise creates an offensive work environment for other employees of the Company; (x) Failing to comply with any provision of the Company’s policy manual as it applies to Employee; or (xi) Breaching this Agreement. The Company shall not be limited to termination as a remedy for any improper or illegal act of Employee, but may also seek damages, injunction or such other remedy as it may deem appropriate under the circumstances. This shall include without limitation the option by the Company, in its sole and absolute discretion, to repurchase the Issued Stock, in whole or in part, for an amount of $.01 per share (the “Option to Repurchase”), immediately upon the termination of the Employee’s 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 continuing hereafter. Upon the termination of the Employee for cause, Employee’s obligations and the Company’s rights under Sections 7, 8, 9, 10, 11 and 12 shall survive the termination of this Agreement for a period of one (1) year

Termination for Cause. The Company shall have the right to may terminate the Executive’s employment with pursuant to the Company terms of this Agreement at any time without for cause by giving written notice of termination. Such termination will become effective upon the giving of such notice. Upon any such termination for Causecause, Executive shall have no right to compensation, bonus or reimbursement under Section 5. For purposes of this Section 7.02, “Causecause” for termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Companymean: (i) Executive is convicted of a felony which is directly related to Executive’s employment or the Executive has committed business of Company or engaged in intentional misconduct could otherwise reasonably be expected to have a material adverse effect on Company’s business, prospects or gross negligence in future stock price which price should be measured over a period of at least six months. Felonies involving the exercise driving of his duties under this Agreementmotor vehicles shall not be grounds for termination; (ii) the Executive Executive, in carrying out his duties hereunder, has been found in a civil action to have committed theft, forgery, fraud, misappropriation, embezzlement, gross negligence or any other act of intentional misconduct resulting in either case in direct material misconduct against the Company or any of its affiliatesharm to Company; (iii) the Executive has violated any is found in a civil action to have breached his fiduciary duty owed to the CompanyCompany resulting in direct profit to him; (iv) the Executive is convicted of, found in a civil action to have materially breached any provision of Section 9 or enters a guilty plea or plea of no contest to a felony or any other crime involving moral turpitudeSection 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 unable to competently perform his duties under this Agreement because of his substantial dependence on alcohol or any controlled substance; not cured by Executive within twenty (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (1020) days of receiving Executive’s receipt of written notice thereofthereof from Company (provided, except however, that any if such breach by cannot be cured within twenty (20) days and Executive commences the Executive of Sections 6.2(i)-(vi) or (viii) cure thereof and diligently pursues the same, such failure shall not constitute Cause for termination even “cause” unless such breach is not cured in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received its entirety within thirty (30) days of Executive’s receipt of the written notice specifying of breach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the reasons why effective performance of his performance is inadequate duties; and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. In the event the (vii) Executive’s employment is terminated at material breach of any time obligations of Executive which remains uncured for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance more than twenty (20) days after written notice thereof by Company to Executive. Executive's failure to comply with the policy 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 Companyapplicable rules of procedure or statute have been determined and no further appeals are permissible.

Termination for Cause. The Company following events, which for purposes of this Agreement shall have the right to terminate the Executive’s employment constitute "cause" for termination with the Company at any time without notice for Cause. “Cause” for termination shall be deemed to exist if any majority vote of the following circumstances exist in the reasonable judgment Board: (1) The willful breach by Employee of the Company: (i) the Executive has committed any provision of Sections 11, 12, or engaged in intentional misconduct 13 hereof or gross negligence in the exercise any act of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlementor embezzlement by Employee with respect to any aspect of Employer's business or under circumstances that reflect adversely on Employer in the public eye, in each case in the Board's sole and exclusive determination, shall be 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 failure of Employee to cure such breach to the Board's satisfaction within such 10 day period; (3) The use of illegal drugs by Employee during the term of this Agreement that, in the sole and exclusive determination of the Board, interferes with Employee's performance of his duties hereunder or under circumstances that reflect adversely on Employer in the public eye; (4) The filing of a petition in bankruptcy court for bankruptcy, reorganization, or rearrangement or an adjudication that Employee is bankrupt; (5) The commencement of involuntary proceedings against Employee for bankruptcy or appointment of a receiver because of insolvency; (6) If the Employer determines that employee has engaged in any other act dishonest conduct in the course of material misconduct against his management duties including by way of example and not by limitation the Company knowing receipt of kickbacks from suppliers, misappropriation of corporate assets or any 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 affiliates; sole discretion, to terminate its business relations with Employee. (iii8) The dissolution of Employer's corporate status; (9) the Executive has violated any fiduciary duty owed to the Company; (iv) the Executive Employee is convicted of, of or enters a pleads guilty plea or plea of no contest nolo contendere to a felony or any other crime misdemeanor involving financial misconduct, moral turpitude; (v) the Executive is unable to competently perform his duties under this Agreement because of his substantial dependence on alcohol or any , controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjectedsubstances, or if generally known would subject, personal injuries caused by driving under the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten influence; (10) days Failure of receiving performance by Employee that is repeated or continued after 30 day written notice thereof, except to Employee of such failure and that any breach is determined by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed Board to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, be injurious to the satisfaction business or interests of the Board of Directors, the inadequate performance Employer and which failure is not cured by Employee within such 30 daysday period in the Board's sole determination. In Any notice of discharge shall describe with reasonable specificity the event cause or causes for the Executive’s employment is terminated at any time for Causetermination of Employee's employment, as well as the Executive will not receive any Severance Pay, the COBRA Benefit, or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy effective date of the Companytermination (which effective date may be the date of such notice). If Employer terminates Employee's employment for any of the reasons set forth above, Employer shall have no further obligations hereunder from and after the effective date of termination (other than as set forth below).

Termination for Cause. The Company Myomo shall have the right be entitled to terminate the this Agreement and Executive’s employment with the Company at any time immediately and without notice for “Cause”. Termination for “Cause” for shall mean termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Companybased upon: (i) the failure by Executive has committed or engaged in intentional misconduct or gross negligence to follow directions of the Board of Directors in the exercise handling of his duties under this Agreementmaterial matters which are consistent with Executive’s position; (ii) the willful or continued engagement by Executive has committed theftin conduct which is materially injurious to Myomo, forgerymonetarily or otherwise, 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results the disclosure by Executive of Confidential Information (as defined in substantial injury paragraph 5(a)(i)), which is inconsistent with Executive’s responsibilities set forth in Paragraph 2(b), breach by Executive of his fiduciary duties to the reputationMyomo, violation by Executive of any restrictive covenant, including covenants not to compete, to solicit Myomo’s clients or employees or disparage Myomo or their officers, employees, business partners, affiliates or business relationships representatives, as further defined in paragraph 5 below; (iii) a conviction of, a plea of the Company nolo contendere, a guilty plea or thatconfession by Executive to an act of fraud, in each casemisappropriation or embezzlement or to a felony; (iv) Executive’s use, has subjectedsale or possession of illegal substances, or if generally known would subject, habitual intoxication while conducting Myomo’s business; (v) a violation of Myomo’s employment policies as specified in the Company to public ridicule Employee Handbook; (vi) a material breach by Executive of this Agreement; or embarrassment; (vii) Executive’s willful absence from his employment or willful failure or refusal to perform or gross neglect in the Executive has violated a material provision performance of this Agreement and has failed his duties or responsibilities hereunder. Where reasonable, prior to cure such breach within ten termination under subparagraphs (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vii) or (viiiv) shall constitute above, Myomo will provide Executive with written notice of any act or omission it believes constitutes Cause for termination even in termination, including stating the absence of reasons for such written notice; or (viii) the belief, and Executive has failed to adequately perform the material duties of his position after having received shall have thirty (30) days written notice specifying to cure and/or to present his position regarding the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 daysmatter. In the event the Executive’s employment is terminated at any time of termination of Executive by Myomo for Cause, Myomo shall have no obligation to pay Executive anything other than any salary earned to date and to provide him with any benefit continuation rights as required by law. A termination for Cause will be effective upon Myomo’s delivery to Executive of a written notice advising him of his termination, provided that a termination for Cause under subparagraphs (i) or (v), in circumstances where thirty (30) calendar days advance written notice has been given, will be effective on the Executive will not receive any Severance Paythirty first (31st) calendar day after Executive’s receipt of said notice if the conduct constituting Cause has not, the COBRA Benefit, or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Company’s opinion, been corrected by Executive.

Termination for Cause. The At any time during the Employment Term, the Company shall have the right right, exercisable by serving notice effective in accordance with its terms, to terminate the Executive’s 's employment with under this Agreement and discharge the Company at any time without notice Executive for Cause. “Cause” for termination If such right is exercised, then, subject to applicable law, the Company's obligation to the Executive shall be deemed limited to exist the payment of any unpaid Annual Salary, Additional Compensation and other benefits, if any of any, accrued up to the following circumstances exist effective date specified in the reasonable judgment Company's notice of termination (which date shall not be retroactive). As used in this Section 5.2 and elsewhere in this Agreement, the Company: 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 has committed to perform the material duties for which he is employed or engaged in intentional misconduct which are assigned to him hereunder or gross negligence in the exercise of his duties under this Agreementchronic absenteeism; (ii) the Executive has committed theftknowingly, forgery, fraud, misappropriation, embezzlement, willfully and persistently failed or any other act refused to follow the reasonable policies and directives established by the Board of material misconduct against Directors or executive officers of the Company or any of its affiliatessenior to the Executive; (iii) the Executive has violated wrongfully misappropriated money or other assets or properties of the Company or any fiduciary duty owed to subsidiary or affiliate of the Company, or has committed fraud; (iv) the Executive is has been convicted of, of or enters a guilty plea plead "nolo contendere" to any felony; or plea of no contest to a felony or any other crime involving moral turpitude; (v) the Executive's alcoholism or drug addiction, unless Executive is unable agrees to competently perform his duties under this Agreement because of his substantial dependence seek treatment from a treatment program approved by the Company and promptly commences and completes the program. The determination on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships behalf of the Company or that, in each case, has subjected, or if generally known would subject, the Company as to public ridicule or embarrassment; (vii) the Executive has violated whether "cause" exists shall be made by a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction majority vote of the Company's Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Company.

Termination for Cause. The Company shall have the right to terminate the Executive’s 's employment with the Company at any time without for Cause by giving Executive written notice of the effective date of termination (which effective date may, except as otherwise provided below, be the date of such notice). If the Company terminates Executive's employment for Cause. “Cause” for termination , Executive shall be deemed paid his unpaid Base Salary through the date of termination and the amount of any unpaid Bonus to exist if 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 effective date of termination and the Company shall have all other rights and remedies available under this or any other agreement and at law or in equity. For purposes of the following circumstances exist in the reasonable judgment of the Company: (this Agreement only, Cause shall mean: i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act of 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 reasonably deter- mined by the Board; iii) the Executive has violated willful and knowing violation of any fiduciary duty owed rules or regulations of any governmental or regulatory body, which is materially injurious to the financial condition of the Company; (; iv) the Executive is convicted of, or enters a guilty plea conviction of or plea of no contest guilty or nolo contendere to a felony or any other crime involving moral turpitude; (felony; v) the Executive is unable Executive's loss of any personal gaming or related regulatory approval or license required to competently perform his duties under this Agreement because of his substantial dependence on alcohol or any controlled substanceAgreement; (or vi) a final determination by a court of competent jurisdiction that Executive breached the Standstill Agreement of even date herewith by and among Circus Circus Enterprises, Inc., a Nevada corporation, Michael S. Ensign, William R. Richardson, Da▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇eter ▇. ▇▇▇▇▇ ▇▇, ▇▇▇ ▇le▇▇ ▇. ▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇o subp▇▇▇▇▇▇▇▇ ▇▇) ▇▇▇▇▇, Executive may not be terminated for Cause unless and until the Board has engaged given him reasonable written notice of its intended actions and specifically de- scribing the alleged events, activities or omissions giving rise thereto and with respect to those events, activities or omissions for which a cure is possible, a reasonable opportunity to cure such breach; and provided, further, that for purposes of determining whether any such Cause is present, no act or failure to act by Executive shall be considered "willful" if done or omitted to be done by Executive in any good faith and in the reasonable belief that such act (including, but not limited to, unlawful discriminatory conduct) that results or omission was in substantial injury to the reputation, business or business relationships best interest of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach and/or required by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companyapplicable law.

Termination for Cause. The Company shall have the right to Employer may, at its option, terminate the Executive’s your employment with the Company at any time without notice for CauseCause (as defined below). For purposes of this Agreement, termination of your employment for “Cause” for shall mean termination shall be deemed of your employment due to exist if any of the following circumstances exist following: (i) your engaging or participating in intentional acts of material fraud against the Company; (ii) your willful misfeasance having a material adverse effect on the Company (except in the reasonable judgment event of your incapacity as set forth in paragraph 8); (iii) your conviction of a felony; (iv) your willful unauthorized disclosure of trade secret or other confidential material information of the Company: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, 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) your terminating your employment without Good Reason (as defined below) other than for death or incapacity pursuant to paragraph 8 (it being understood that your terminating your employment during the Executive is unable Original Employment Term without Good Reason prior to competently perform his duties under this Agreement because the end of his substantial dependence on alcohol or any controlled substance; the Original Employment Term shall constitute “cause”); (vi) your willful and material violation of any policy of the Executive has engaged in any act (Company that is generally applicable to all employees or all officers of the Company including, but not limited to, unlawful discriminatory conductpolicies concerning ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or sexual harassment, Supplemental Code of Ethics for Senior Financial Officers, and Employer’s Business Conduct Statement; (vii) that results in substantial injury your willful failure to the reputation, business cooperate fully with a bona fide Company internal investigation or business relationships an investigation of the Company by regulatory or that, in each case, has subjected, law enforcement authorities whether or if generally known would subject, not related to your employment with the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereofan “Investigation”), except that any breach after being instructed by the Executive Board to cooperate or your willful destruction of Sections 6.2(i)-(vi) or knowing and intentional failure to preserve documents of other material known by you to be relevant to any Investigation; or (viii) your willful and material breach of the provisions of this Agreement. For purposes of the foregoing definition, an act or omission shall constitute Cause for termination even in be considered “willful” if done, or omitted to be done, by you with knowledge and intent. Anything herein to the absence of such contrary notwithstanding, Board will give you written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received , not more than thirty (30) calendar days written after the occurrence of the event constituting “cause” comes to the attention of another “executive officer” of Employer (as defined by the rules and regulations of the Securities Exchange Commission for purposes of the Securities Exchange Act of 1934, as amended), prior to terminating this Agreement for the cause set forth in clauses (i), (ii) (iv), (vi), (vii) and (viii) above. Such notice specifying shall set forth the reasons why his performance is inadequate nature of any alleged misfeasance in reasonable detail and has the conduct required to cure such misfeasance. Except for a breach which cannot by its nature be cured, you shall have thirty (30) calendar days from your receipt of such notice within which to cure and within which period Employer cannot terminate this Agreement for the satisfaction stated reasons, and, if so cured, after which period Employer cannot terminate your employment under this Agreement for the stated reasons. For purposes of the Board this Agreement, no such purported termination of Directorsyour employment for cause set forth in clauses (i), the inadequate performance within (ii), (iv), (vi), (vii) and (viii) above shall be effective without such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companynotice.

Termination for Cause. The Company If this Agreement is terminated by the Corporation for Cause (as defined herein), this Agreement shall have cease and terminate as of the right to terminate the Executive’s employment with the Company at any time without notice for Causedate of termination of Employee. “Cause” for termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: defined as (i) the Executive has committed or engaged in intentional misconduct or gross negligence commission of a willful act of dishonesty in the exercise course of his Employee’s duties under this Agreementhereunder; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, conviction by a court of competent jurisdiction of a crime constituting a felony or conviction with respect to any other act of material misconduct against the Company involving fraud or any of its affiliatesdishonesty; (iii) Employee’s continued, habitual intoxication or performance under the Executive has violated any fiduciary duty owed influence of controlled substances during working hours, after the Corporation shall have provided written notice 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement Employee and has failed to cure such breach within given Employee ten (10) days of receiving written notice thereofwithin which to commence rehabilitation with respect thereto, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) and Employee shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has have failed to adequately perform the material duties promptly commence and diligently continue such rehabilitation; (iv) frequent or extended, and unjustifiable (not as a result of his position after having received incapacity or disability) absenteeism which shall not have been cured within thirty (30) days written notice specifying after the reasons why his performance is inadequate and has not cured, Corporation shall have advised Employee in writing of its intention to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. In the event the Executiveterminate Employee’s employment is terminated at any time for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy 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 Companyreason 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 nature that same cannot be cured or eliminated within such thirty (30) day period, such period shall be extended for so long as Employee shall be endeavoring diligently and in good faith to cure or eliminate such matters.

Termination for Cause. The Company shall have the right to may terminate the Executive’s Employee's employment with the Company at any time without notice for Cause. “Cause” for termination shall be deemed to exist Cause 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 Employee willfully, substantially, and continually fails to perform the exercise of his duties under this Agreement; for which he is employed by the Company, (ii) the Employee willfully fails to comply with the reasonable instructions of the President and Chief Executive has committed theftOfficer of the Company, 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 Employee willfully engages in conduct which is or would reasonably be expected to be materially and demonstrably injurious to the Company; , (iv) the Executive is convicted ofEmployee willfully engages in an act or acts of dishonesty resulting in material personal gain to the Employee at the expense of the Company, or enters a guilty plea or plea of no contest to a felony or any other crime involving moral turpitude; (v) the Executive Employee is unable to competently perform his duties under this Agreement because convicted of his substantial dependence on alcohol or any controlled substance; a felony, (vi) the Executive has engaged Employee engages in any an act (includingor acts of gross malfeasance in connection with his employment hereunder, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated Employee commits a material breach of the confidentiality provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereofset forth in Section 15, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed Employee exhibits demonstrable evidence of alcohol or drug abuse having a substantial adverse effect on his job performance hereunder. The Company shall exercise its right to adequately perform terminate the material duties of his position after having received thirty (30) days Employee's employment for Cause by giving him written notice of termination at least 45 days before the date of such termination specifying in reasonable detail the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within circumstances constituting such 30 daysCause. In the event of such termination of the Executive’s Employee's employment is terminated at any time for Cause, the Executive will not Employee shall be entitled to receive (i) his base salary pursuant to Section 3.1 and any Severance Pay, other compensation and benefits to the COBRA Benefit, extent actually earned pursuant to this Agreement or any other benefit plan or program of the Company as of the date of such termination at the normal time for payment of such salary, compensation or benefits, except for accrued but unpaid salary benefits and accrued but unused vacation in accordance with (ii) any amounts owed under the reimbursement policy of the CompanySection 5.

Termination for Cause. The Company shall have the right to terminate the Executive’s employment with Immediately following notice of termination for "Cause" (as defined below), specifying such Cause, given by the Company at any time without notice (termination pursuant to this Section 6.3 being referred to herein as termination for "Cause"). “As used herein, "Cause” for termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: " means (i) the Executive has committed termination based on Consulting Executive's conviction or engaged in intentional misconduct plea of "guilty" or gross negligence "no contest" to any crime constituting a felony in the exercise jurisdiction in which the crime constituting a felony is committed, any crime involving moral turpitude (whether or not a felony), or any other violation of his duties under this Agreementcriminal law involving dishonesty or willful misconduct that materially injures the Company (whether or not a felony); (ii) Consulting Executive's substance abuse that in any manner interferes with the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act performance of material misconduct against the Company or any of its affiliateshis 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 violated any fiduciary duty owed to or could discredit or damage the Company; (ivvii) the Executive is convicted of, or enters a guilty plea or plea of no contest to Consulting Executive's indictment for a felony or any other crime involving moral turpitude; (v) the Executive is unable to competently perform his duties under this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships violation of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written noticefederal 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 Executive has failed to adequately perform Board of Directors of the material duties of his position Company after having received first given thirty (30) days written notice specifying to Consulting Executive of such determination, and afforded Consulting Executive the reasons why his performance is inadequate and has not cured, opportunity to be heard by the satisfaction of the full Board of Directors. Notwithstanding any other provision in this Agreement, the inadequate performance within such 30 days. In the event the Executive’s employment if Consulting Executive is terminated at any time pursuant to subsection (iii) of this Section 6.3 for Causepoor job performance, excluding refusal to perform his duties, Consulting Executive shall have sixty (60) days to cure the Executive will not receive any Severance Pay, behavior upon which the COBRA Benefit, or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companythreatened termination is based.

Termination for Cause. The Company shall have the right to Blue Rhino may terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” 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; (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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. In the event the Executive’s employment is terminated at any time for Cause, in which case Employee shall be entitled to receive his Base Salary accrued and unpaid through the Executive will date of such termination in full satisfaction of Blue Rhino's obligations to Employee under this Agreement. Any of the following shall constitute "Cause" i. Any material breach by Employee of any of the terms of this Agreement where such breach is not receive cured within five (5) days after written notice of such breach is delivered to Employee; ii. Intoxication with alcohol or drugs while on the premises of Blue Rhino or of any Severance Paycustomer 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; iii. Conviction of a felony or any misdemeanor involving dishonesty, theft, the COBRA Benefitfailure to tell the truth, other unethical behavior, racial prejudice, drugs, alcohol, sexual misconduct or any other crime; iv. Intentional misappropriation of 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 delivered to Employee describing the nature of such compensation or benefits, except for accrued but unpaid salary excess absences and accrued but unused vacation in accordance with the policy affording Employee one opportunity to avoid excess absences; or vii. Willful failure of Employee to obey directions of the Companyboard of directors of Blue Rhino, the president or chief executive officer of Blue Rhino, consistent with his duties as described in paragraph 1 hereof, provided Blue Rhino first gives written notice to Employee of such failure, and Employee, does not cure such failure within five (5) days of the delivery of such notice.

Termination for Cause. The Notwithstanding anything contained in this Agreement to the contrary, the Company shall have the right to terminate the Executive’s employment with of the Company at Executive upon the occurrence of any time without notice for Cause. of the following events (which events shall constitute “Cause” for termination termination): (a) The Executive shall be deemed to exist if commit any breach or violation of any of the following circumstances exist in the reasonable judgment of the Company: (i) the Executive has committed Executive’s representations or engaged in intentional misconduct or gross negligence in the exercise of his duties covenants under this Agreement; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act which breach continues for a period 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days following notice thereof from the Company (except in the event of receiving written 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 thereof, except that any breach 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 receipt by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance failure to substantially perform; (c) The Executive shall willfully engage in conduct that is inadequate demonstrably and has not cured, materially injurious to the satisfaction 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 Directorsthe 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 inadequate performance 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 30 daystermination 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 the Executive’s employment is terminated at any time of termination for “Cause”, the Executive will shall not receive be entitled to any Severance Pay, the COBRA Benefit, severance payments or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companypayments under this Agreement.

Termination for Cause. The It is agreed and understood that the Company shall have the right to cannot terminate the Executive’s employment with of the Employee under this Agreement except for 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 at any time without notice (which consent shall not be unreasonably withheld) for Cause. “Cause” for termination shall more than twenty (20) consecutive business days; (b) Should Employee be deemed to exist if any convicted 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; (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; ; (vc) Should Employee during the Executive is unable to competently perform his duties under this Agreement because period of his substantial dependence on alcohol or any controlled substance; (vi) employment by the Executive has engaged Company engage in any act 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 (including, but c) shall not limited to, unlawful discriminatory conduct) that results in substantial injury be effective unless the Employee shall have received written notice from the Board of such activity (which notice shall also include a demand for the Employee to cease the activity giving rise to the reputation, business or business relationships conflict of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (viiinterest) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days 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 specifying from the Board (which notice shall include a description of the reasons why and circumstances giving rise to such notice) thirty (30) days prior to his termination and the Employee has failed after receipt of such notice to satisfactorily discharge the performance is inadequate and has not curedof his duties hereunder or to comply with the terms of this Agreement, to as the satisfaction of the Board of Directors, the inadequate performance within such 30 dayscase may be. In the event the Executive’s The Company may terminate Employee's employment is terminated at any time for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, or any other such compensation or benefitsCause under this Agreement without advance notice, except as otherwise specifically provided for accrued but unpaid salary in subparagraphs (c) and accrued but unused vacation in accordance with the policy (d) above. Termination shall not affect any of the Company's other rights and remedies.

Termination for Cause. The Company shall 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 right 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 must be made, if at all, by the affirmative vote of a majority of the members of the Board (not including Executive) at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Company Board) finding that, in the good faith opinion of the Board, Executive engaged in conduct set forth above and specifying the particulars thereof in reasonable detail. If the act or omission giving rise to the termination for Cause is curable by Executive, the Board will provide 30 days written notice to Executive of its intent to terminate Executive for Cause, with an explanation of the reason(s) for the termination for Cause, and if Executive cures the act or omission within the 30 day notice period, the Board will rescind the notice of termination and Executive’s employment will not be terminated for Cause at any time without the end of the 30 day notice period. If Executive has previously been afforded the opportunity to cure particular behavior and successfully cured under this provision, the Board will have no obligation to provide Executive with notice and an opportunity to cure a recurrence of that behavior prior to a termination for Cause. Unless Executive receives 30 days notice and an opportunity to cure under this Section, Executive’s termination for Cause will be effective immediately upon the Board’s mailing or transmitting written notice of such termination to Executive. For purposes of this Section 5A., an action or inaction shall not be treated as “Causewillful misconduct” for termination shall be deemed to exist if any of authorized by the following circumstances exist Board or taken in the reasonable judgment of the Company: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlementgood faith belief that it was in, 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited opposed to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy best interests of the Company.

Termination for Cause. The Company Studio shall have the right to terminate the Executive’s employment with the Company this Agreement at any time without notice for Causecause. As used herein, the term “Causecause” for termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: mean (i) the Executive has committed misappropriation of any material funds or engaged in intentional misconduct property of Studio or gross negligence in the exercise any of his duties under this Agreementits related companies; (ii) failure to obey reasonable and material orders given by the Chief Executive has committed theft, forgery, fraud, misappropriation, embezzlement, Officer of Studio or any other act by the board of material misconduct against the Company or any directors of its affiliatesStudio; (iii) the Executive has violated any fiduciary duty owed to the Companymaterial breach of this Agreement by you; (iv) the Executive is convicted of, conviction of or enters entry of a guilty plea or plea of no contest guilty or nolo contendre to a felony or any other a crime involving moral turpitude; (v) any willful act, or failure to act, by you in bad faith to the Executive is unable to competently perform his duties under this Agreement because material detriment of his substantial dependence on alcohol Studio; or any controlled substance; (vi) the Executive has engaged material non-compliance with established Studio policies and guidelines (after which you have been informed in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships writing of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement such policies and has guidelines and you have failed to cure such breach 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 employment, and such cause is not cured within ten (10) business days of receiving written notice thereof, except that any breach after receipt by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction you of the Board of Directorsfirst such notice. If you are terminated as set forth in this Paragraph 11, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy then payment of the Companyspecified 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 unearned sums.

Termination for Cause. The Company Subject to the force majeure provision set forth herein, neither party shall have terminate or cancel the right to terminate Contract, whether by court action or otherwise, unless there is a Material Default by the Executive’s employment with other party. For purposes of the Company at any time without notice for Cause. “Cause” for termination Contract, a Material Default shall be deemed to exist if any of monetary default not cured by the following circumstances exist in the reasonable judgment of the Company: COMPANY within fifteen (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (1015) days of receiving written receipt of notice thereof, except that from the TOWNSHIP and any breach non-monetary default by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of a party not cured by such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received party within thirty (30) days written of receipt of notice specifying by the reasons why his performance non-defaulting party of such default unless default is inadequate and has attributable to an event of force majeure or unless it is not curedreasonably possible for the defaulting party, in which case the defaulting party shall have such amount of time as is reasonable necessary to the satisfaction of the Board of Directors, the inadequate performance within cure such 30 daysdefault. In the event that the Executive’s employment TOWNSHIP feels that the COMPANY is terminated 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 non-monetary obligation is prevented by the occurrence of any time for Causeof the following (herein called “force majeure” or “event of force majeure”) acts of God, strikes, lockouts, other industrial disturbances, acts of the Executive will not receive any Severance Paypublic enemy, the COBRA Benefitlaws, 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 such compensation causes whether for the kind herein enumerated or benefitsotherwise, except for accrued but unpaid salary and accrued but unused vacation in accordance with that are not reasonably within the policy control of the Company.party claiming the right of delay performance on account of such occurrence. The termination of the Contract my become effective, at the discretion of the non-defaulting party, fifteen

Termination for Cause. The Company shall have the right to Board, by vote of a majority of its members, may terminate the Executive’s employment of Employee with the Company Employer at any time without notice during the Term for “Cause”. For purposes of this Agreement, “Cause” for termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: if, and only if: (i) Employee shall engage, during the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise performance of his duties under this Agreement; 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 Executive has committed theft, forgery, fraud, misappropriation, embezzlement, Board or any other act of material misconduct against the Company or any of its affiliatesEmployer; or (iii) the Executive has violated any fiduciary duty owed to the Company; (iv) the Executive Employee shall materially breach this Agreement, and such breach by its nature, is convicted ofincapable of being cured, or enters such breach remains uncured for more than thirty (30) days following receipt by Employee of written notice from Employer specifying the nature of the breach and demanding the cure thereof. For purposes of this clause (iii), a guilty plea or plea material breach of no contest this Agreement that involves inattention by Employee to a felony or any other crime involving moral turpitude; (v) the Executive is unable to competently perform his duties under this Agreement because shall be deemed a breach capable of his substantial dependence on alcohol or any controlled substance; (vi) cure. Without limiting the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships generality of the Company or that, in each case, has subjected, or if generally known would subjectforegoing, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) following shall not constitute Cause for termination even in of Employee or the absence modification or diminution of such written noticeany of his authority hereunder: (x) any personal or policy disagreement between Employee and Employer, or any member of Employer or its Board; or (viiiy) the Executive has any action taken by Employee in connection with his duties hereunder or any failure to act, if Employee acted or failed to adequately perform act in good faith and in a manner Employee reasonably believed to be in, and not opposed to, the material duties best interest of Employer, and Employee has no reasonable cause to believe his position after having received conduct was unlawful. Notwithstanding anything herein to the contrary, if Employer shall terminate the employment of Employee hereunder for Cause, Employer shall give at least thirty (30) days prior written notice to Employee specifying in detail the reason or reasons why his performance is inadequate and has not cured, to for Employee’s termination. If the satisfaction employment of the Board of Directors, the inadequate performance within such 30 days. In the event the Executive’s employment Employee is terminated at any time by Employer for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, or any other such compensation or benefits, except for Employee’s accrued but unpaid salary 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 accrued but unused vacation in accordance with the policy other employee policies and practices of the CompanyEmployer applicable to such termination.

Termination for Cause. The Company Corporation shall have no obligation to make payments of any kind or grant Options to the right to terminate Executive in accordance with the provisions of paragraph 3 or otherwise for periods after the Executive’s 's employment with the Company at any time without notice Corporation is terminated on account of the Executive's discharge for Causecause. “Cause” for termination For purposes of this paragraph 5, the Executive shall be deemed to exist considered terminated for "cause" if any he is discharged by the Corporation on account of the occurrence of one or more of the following circumstances exist in the reasonable judgment of the Company: events: (i) the Executive has committed becomes addicted to drugs or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; alcohol; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, discloses confidential information in violation of paragraph 4(a) or any other act engages in competition in violation of material misconduct against paragraph 4(b) to the Company or any detriment of its affiliates; the Corporation and/or Thane; (iii) the Corporation is directed by regulatory or governmental authorities to terminate the employment of the Executive has violated any fiduciary duty owed 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 Company; Corporation; (iv) the Executive is convicted of, or enters a guilty plea or plea of no contest to a felony or any crime (other crime involving moral turpitude; than a felony resulting from a minor traffic violation); (v) the Executive is unable flagrantly and repeatedly disregards his duties under this Employment Agreement after (A) written notice has been given to competently perform the Executive by the Board that it views the Executive to be flagrantly disregarding his duties under this Agreement because of his substantial dependence on alcohol or any controlled substance; and (viB) the Executive has engaged in been given a period of thirty (30) days after such notice to cure such misconduct. However, no notice or cure period shall be required if Executive's disregard of his duties has materially and adversely affected the Corporation and/or Thane; (vi) any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury event of willful misconduct to the reputation, business or business relationships of the Company or extent that, in each case, has subjected, or if generally known would subjectthe reasonable judgment of the Board, the Company Executive's credibility and reputation no longer conform to public ridicule or embarrassmentthe standard of the Corporation's and Thane's executives; or (vii) the Executive has violated commits an act of fraud against the Corporation and/or Thane, violates a material provision duty of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, loyalty to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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, Corporation and/or Thane as defined under Florida law or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companyviolates paragraph 2.

Termination for Cause. The Company shall have the right Board, by vote of a majority of its members at a meeting at which Employee is present and given an opportunity to present his views, may terminate the Executive’s employment of Employee with the Company Employer at any time without notice for “Cause. .” For purposes of this Agreement, “Cause” for termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: if, and only if: (i) Employee shall engage, during the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise performance of his duties under this Agreement; 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 Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act of material misconduct against the Company or any of its affiliatesBoard; or (iii) the Executive has violated any fiduciary duty owed to the Company; (iv) the Executive Employee shall materially breach this Agreement, and such breach by its nature is convicted ofincapable of being cured, or enters such breach remains uncured for more than 30 days following receipt by Employee of written notice from Employer specifying the nature of the breach and demanding the cure thereof. For purposes of this clause (iii), a guilty plea or plea material breach of no contest this Agreement which involves inattention by Employee to a felony or any other crime involving moral turpitude; (v) the Executive is unable to competently perform his duties under this Agreement because shall be deemed a breach capable of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but cure. The following shall not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for the termination even of the employment of Employee or the modification or diminution of any of his authority hereunder: (i) any personal or policy disagreement between Employee and Employer or any member of Employer or the Board; or (ii) any action taken by Employee in the absence of such written notice; connection with his duties hereunder, or (viii) the Executive has any failure to act, if Employee acted or failed to adequately perform act in good faith and in a manner he reasonably believed to be in, and not opposed to, the material duties best interest of Employer, and he had no reasonable cause to believe his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, conduct was unlawful. Notwithstanding anything herein to the satisfaction contrary, if Employer shall terminate the employment of the Board of Directors, the inadequate performance within such 30 days. In the event the Executive’s employment is terminated at any time Employee hereunder for Cause, Employer shall give at least 30 days prior written notice to Employee specifying in detail the Executive will not receive any Severance Payreason or reasons for Employee’s termination. If the employment of Employee with Employer is terminated by Employer for Cause, the COBRA Benefit, or any other such compensation or benefits, except for Employer shall pay Employee his accrued but unpaid salary Base Salary (at the rate most recently determined) through the date of termination and accrued but unused vacation a Supplemental Retirement Benefit calculated on Employee’s Base Salary earned through the date of termination, and, except as otherwise provided in accordance with 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 policy Benefit Plans, the Insurance Plans and the retiree medical coverage described in paragraph (j) of the CompanySection 4 hereof.

Termination for Cause. The Company shall have the right Chugach may terminate ▇▇▇▇▇’ employment for “cause” immediately upon written notice to terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” for termination shall ▇▇▇▇▇, provided, however, that ▇▇▇▇▇ must 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; (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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within given ten (10) days of receiving written notice thereofof cause for termination and the opportunity to cure such cause within that time if the Board in its reasonable discretion determines that (1) the cause for termination is capable of being cured and (2) no similar conduct or failure that was previously cured has occurred. Such notice shall specify in reasonable detail the acts or omissions that constitute cause for termination. For purposes of this Agreement, except “cause” means a business-related reason that any breach is not arbitrary, capricious or illegal and which is based on facts (i) supported by substantial evidence, and (ii) reasonably believed by the Executive Board of Sections 6.2(i)-(vi) or (viii) shall constitute Cause Directors to be true. Examples of “cause” for termination even of employment are provided in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate Chugach Operating Policy 013 dated September 19, 2001, and has not cured, are incorporated herein by reference to the satisfaction extent they are consistent with this Agreement, and may also include the following: willful and repeated failure or refusal to carry out reasonable orders, instructions, or directives of the Board of Directors; material acts of dishonesty, disloyalty or competition related to the business of Chugach or its relationships with employees, suppliers, contractors, customers or others with whom Chugach does business; refusal or failure to furnish material information concerning Chugach’s affairs as reasonably requested by or under the authority of the Board of Directors, or falsification or misrepresentation of such information, conviction of a crime constituting fraud, intentional dishonesty, moral turpitude, or other conduct that materially compromises the inadequate performance within such 30 daysreputation of the employee or Chugach; or any other act, course of conduct, or omission that has or is reasonably likely to have a material adverse effect on Chugach, its business or financial position, or its goodwill or reputation. In the event of the Executive’s involuntary termination of his employment is terminated at any time for Causecause, the Executive will ▇▇▇▇▇ shall not be entitled to receive any Severance Pay, the COBRA Benefit, or any other such compensation or benefitsbenefits hereunder other than (1) his Salary earned through the effective date of ▇▇▇▇▇’▇ termination, except for accrued but unpaid salary (2) accrued, unused annual leave, and accrued but unused vacation in accordance with (3) vested employee benefits under the policy terms and conditions of the Companygoverning plan documents and policies. In the event of termination for cause under this Section, ▇▇▇▇▇’ obligations under Sections 8 and 9 shall continue under the terms and conditions of this Agreement.

Termination for Cause. The Company shall have the right to terminate the Executive’s employment with the Company at any time without notice Termination for Cause. “Cause” for " shall mean termination shall be deemed to exist if any of Employee's employment by KMI because of (i)Employee's conviction of a felony which in the reasonable, good faith opinion of the following circumstances exist in the reasonable judgment Compensation Committee of the Company: (i) Board of Directors of ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc. would have an adverse impact on the Executive has committed reputation or engaged in intentional misconduct or gross negligence in the exercise business of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act of material misconduct against the Company KMI or any of its affiliates; (ii) subject to the notice provision's set forth below in this Section 2(a), Employee's willful refusal without proper legal cause to perform his duties and responsibilities; (iii) the Executive Employee's willfully engaging in conduct which Employee has violated reason to know is materially injurious to KMI or any fiduciary duty owed to the Companyof its affiliates; or (iv) subject to the Executive notice and counseling provisions set forth below in this Section 2(a), failure to meet clearly established and reasonable performance objectives or standards established by KMI for Employee's job position. Such termination shall be effected by notice thereof delivered by KMI to Employee and shall be effective as of the date of such notice; provided, however, that if such termination is convicted ofpursuant to clause (ii) above and within seven (7) days following the date of such notice Employee shall cease such refusal and shall use his or her best efforts to perform such duties and responsibilities, or enters a guilty plea or plea of no contest the termination shall not be effective; provided further, that termination pursuant to a felony or clause (iv) above shall not become effective unless Employee has been counseled about such unacceptable performance and coached to improve performance for at least forty-five (45) days; and, provided further, that KMI shall consult with Employee and provide an opportunity for Employee to be heard prior to effecting any other crime involving moral turpitude; (v) the Executive is unable to competently perform his duties termination under this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (includingsection, but not limited to, unlawful discriminatory conduct) that results in substantial injury and KMI's failure to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) do so shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate Involuntary Termination and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. In the event the Executive’s employment is terminated at any time Termination for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Company.

Termination for Cause. The Company shall have the right to Board, by vote of a majority of its members, may terminate the Executive’s employment of Employee with the Company Employer at any time without notice during the Term for “Cause”. For purposes of this Agreement, “Cause” for termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: if, and only if: (i) Employee shall engage, during the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise performance of his duties under this Agreement; 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 Executive has committed theft, forgery, fraud, misappropriation, embezzlement, Board or any other act of material misconduct against the Company or any of its affiliates; Employer; (iii) the Executive has violated any fiduciary duty owed to the Company; (iv) the Executive Employee shall materially breach this Agreement, and such breach by its nature, is convicted ofincapable of being cured, or enters such breach remains uncured for more than 30 days following receipt by Employee of written notice from Employer specifying the nature of the breach and demanding the cure thereof. For purposes of this clause (iii), a guilty plea or plea material breach of no contest this Agreement which involves inattention by Employee to a felony or any other crime involving moral turpitude; (v) the Executive is unable to competently perform his duties under this Agreement because shall be deemed a breach capable of his substantial dependence on alcohol cure; or (iv) The Securities and Exchange Commission, the Employer or any controlled substance; another regulatory or law enforcement authority institutes regulatory or law enforcement proceedings against the Employee or a firm with which the Employee previously was associated, which proceedings (viregardless of the underlying merits) the Executive has engaged Employer believes in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury its sole discretion could be detrimental to the Employer or its reputation, business or business relationships . Without limiting the generality of the Company or that, in each case, has subjected, or if generally known would subjectforegoing, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) following shall not constitute Cause for termination even in of Employee or the absence modification or diminution of such written noticeany of his authority hereunder: (i) any personal or policy disagreement between Employee and Employer, or any member of Employer or its Board; or (viiiii) the Executive has any action taken by Employee in connection with his duties hereunder or any failure to act, if Employee acted or failed to adequately perform act in good faith and in a manner Employee reasonably believed to be in, and not opposed to, the material duties best interest of Employer, and Employee has no reasonable cause to believe his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, conduct was unlawful. Notwithstanding anything herein to the satisfaction contrary, if Employer shall terminate the employment of the Board of Directors, the inadequate performance within such 30 days. In the event the Executive’s employment is terminated at any time Employee hereunder for Cause, Employer shall give at least 30 days prior written notice to Employee specifying in detail the Executive will not receive any Severance Payreason or reasons for Employee’s termination. If the employment of Employee is terminated by Employer for Cause, the COBRA Benefit, or any other such compensation or benefits, except for Employee’s accrued but unpaid salary 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 accrued but unused vacation in accordance with the policy other employee policies and practices of the CompanyEmployer applicable to such termination.

Termination for Cause. The Company shall have the right to terminate the this Agreement and Executive’s employment with the Company at any time without employment, by written notice to Executive, for Cause. “Cause” for termination shall be deemed to exist if any of the following circumstances exist causes (a “Termination for Cause”): (a) fraud or willful or intentional misrepresentation in connection with the reasonable judgment of the Company: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise Executive’s performance of his duties under this Agreement; hereunder; (iib) the failure by the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act of material misconduct against the Company or any of its affiliates; to substantially perform his duties hereunder; (iiic) the failure by the Executive has violated any fiduciary duty owed 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; (iv) the Executive is convicted of’s reputation, goodwill 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged business operations in any act material respect; (including, but not limited to, unlawful discriminatory conducte) that results in substantial injury to the reputation, business breach or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any threatened breach by the Executive of Sections 6.2(i)-(vi) or the restrictive covenants incorporated in Section 4 hereof; (viii) shall constitute Cause for termination even in the absence of such written notice; or (viiif) the Executive’s conviction for, or plea of nolo contendere to a charge of commission of, a felony or a violation of federal or state securities laws; or (g) a material breach of the representations in Section 6.2 hereof. In no event shall the Executive has failed be considered to adequately perform have been terminated for “Cause” unless the material duties of his position after having received thirty (30) days Company delivers a written notice specifying the reasons why his performance is inadequate and has not cured, of termination to the satisfaction Executive identifying in reasonable detail the acts or omissions constituting “Cause” and the provision of the Board of Directors, the inadequate performance within such 30 daysthis Agreement relied upon. In the event case where such acts or omissions are not capable of cure, the Executive’s termination will take effect upon his receipt of such notice. In the case where such acts or omissions are capable of cure, the 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 Company may suspend the Executive’s employment is terminated at or place him on leave of absence pending such cure. For the avoidance of doubt, mere failure of the Company to achieve earnings goals shall not constitute “Cause.” Upon any time Termination for Cause, the all payments, contributions and other benefits to Executive will not receive any Severance Payunder Section 2 of this Agreement shall cease immediately, the COBRA Benefit, or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy exception of the Companyreimbursement of authorized, ordinary and necessary business expenses already incurred, and any compensation already earned or vested as of that date.

Termination for Cause. (a) The Company Corporation shall have the right to terminate the Executive’s employment with the Company of Executive hereunder for cause at any time without notice for Cause. “Cause” for termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: if: (i) Executive shall be convicted, by a court of competent and final jurisdiction, of any crime (whether or not involving the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act of material misconduct against the Company Corporation or any of its affiliatesdivisions, operations, subsidiaries or affiliated companies) which constitutes a felony in the jurisdiction involved; or (ii) Executive shall commit any act of fraud against or shall breach a fiduciary obligation to the Corporation or any of its divisions, operations, subsidiaries, or affiliated companies, provided that any such act (or failure to act) shall be determined in good faith by the Board of Directors to be material in respect of Executive's duties or functions hereunder; or (iii) the Executive has violated shall fail or refuse to perform any fiduciary duty owed to the Company; (iv) the Executive is convicted ofof his duties and responsibilities as required by, or enters a guilty plea or plea shall otherwise breach, this Agreement, provided that termination of no contest Executive's employment pursuant to a felony or any other crime involving moral turpitude; (vthis subparagraph 10(a)(iii) the shall not constitute valid termination for cause unless Executive is unable to competently perform his duties under this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving shall first have received written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of from the Board of Directors, Directors or the inadequate performance within Chief Executive Officer of the Corporation stating with specificity the nature of such 30 days. failure or refusal and affording Executive at least fifteen (15) days to correct the act or omission complained of. (b) In the event that the Executive’s employment is of Executive shall be terminated at any time by the Corporation for Causecause pursuant to subparagraph 10(a) hereof, Executive shall be entitled to receive the Executive will not receive any Severance Paysalary provided for in Paragraph 4(a) hereof, prorated through the COBRA Benefitend of the week in which such termination occurs and such amounts as may be payable under the balance of the provisions in Paragraph 4, or any other such compensation or benefits, except for accrued but unpaid salary as specifically limited thereunder and accrued but unused vacation in accordance with the policy terms thereof. Executive shall accept such payment in full discharge and release of the CompanyCorporation 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.

Termination for Cause. The Company Studio shall have the right to terminate the Executive’s employment with the Company this Agreement at any time without notice for Causecause. As used herein, the term “Causecause” for termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: mean (i) the Executive has committed misappropriation of any material funds or engaged in intentional misconduct property of Studio or gross negligence in the exercise any of his duties under this Agreementits related companies; (ii) failure to obey reasonable and material orders given by the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, Chief Financial Officer of Studio or any other act by the board of material misconduct against the Company or any directors of its affiliates; Studio (iii) the Executive has violated any fiduciary duty owed to the Companymaterial breach of this Agreement by you; (iv) the Executive is convicted of, conviction of or enters entry of a guilty plea or plea of no contest guilty or nolo contendre to a felony or any other a crime involving moral turpitude; (v) any willful act, or failure to act, by you in bad faith to the Executive is unable to competently perform his duties under this Agreement because material detriment of his substantial dependence on alcohol Studio; or any controlled substance; (vi) the Executive has engaged material non-compliance with established Studio policies and guidelines (after which you have been informed in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships writing of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement such policies and has guidelines and you have failed to cure such breach 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 employment, and such cause is not cured within ten (10) business days of receiving written notice thereof, except that any breach after receipt by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction you of the Board of Directorsfirst such notice. If you are terminated as set forth in this Paragraph 11, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy then payment of the Companyspecified 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 unearned sums.

Termination for Cause. The Company Studio shall have the right to terminate the Executive’s employment with the Company Employment Term at any time without notice for Causecause. As used herein, the term “Causecause” for termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: mean (i) the Executive has committed misappropriation of any material funds or engaged in intentional misconduct property of Studio or gross negligence in the exercise any of his duties under this Agreementits related companies; (ii) failure to obey reasonable and material orders given by the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, Chief Operating Officer of Studio or any other act of material misconduct against by the Company or any of its affiliatesBoard; (iii) the Executive has violated any fiduciary duty owed to the Companymaterial breach of this Agreement by you; (iv) the Executive is convicted of, conviction of or enters entry of a guilty plea or plea of no contest guilty or nolo contendre to a felony or any other a crime involving moral turpitude; (v) any willful act, or failure to act, by you in bad faith to the Executive is unable to competently perform his duties under this Agreement because material detriment of his substantial dependence on alcohol Studio; or any controlled substance; (vi) the Executive has engaged material non-compliance with established Studio policies and guidelines (after which you have been informed in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships writing of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement such policies and has guidelines and you have failed to cure such breach 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 of receiving written notice thereof, except that any breach after receipt by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction you of the Board of Directors, first such notice. If the inadequate performance within such 30 days. In the event the Executive’s employment Employment Term is terminated at any time for Causeas set forth in this Paragraph 11, the Executive will not receive any Severance Pay, the COBRA Benefit, or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy then payment of the Companyspecified 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 unearned sums.

Termination for Cause. The Notwithstanding anything to the contrary contained in this Agreement, Company shall have the right to hereunder may terminate the Executivethis Agreement and Employee’s employment with the Company at any time without notice for Cause. As used in this Agreement, “Cause” for termination shall be deemed to exist if mean (i) any action or omission of Employee which constitutes (A) a material breach of any of the following circumstances exist in the reasonable judgment provisions of Section 5 of this Agreement, (B) a material breach by Employee of his fiduciary duties and obligations to Company, or (C) Employee’s failure or refusal to follow any lawful directive of the Company: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or thatBoard, in each case, has subjected, case which act or omission is not cured (if generally known would subject, the Company to public ridicule or embarrassment; (viicapable of being cured) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving after written notice thereofof same from the Board to Employee, except that any breach (ii) conduct constituting fraud, embezzlement, misappropriation or gross dishonesty by Employee in connection with the Executive performance of Sections 6.2(i)-(vihis duties under this Agreement or (iii) a conviction of Employee for (A) a felony (other than a traffic violation) or (viiiB) 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. For any termination for Cause under this Section 4.1 other than Section 4.1(i)(C), Employee shall constitute Cause be given prior written notice of the proposed termination for termination even in Cause, specifying the absence specific grounds therefor and, if such grounds are capable of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received being cured, Employee shall have thirty (30) days written after receipt of such notice specifying the reasons why his performance to cure. It is inadequate and has presumed that any stated grounds for a termination for Cause under Section 4.1(i) are capable of being cured but grounds for a termination for Cause under Section 4.1(ii) or (iii) are not capable of being cured, provided, however, the Board may determine, in its discretion, allow a thirty (30) day cure period for a termination for Cause under Section 4.1(ii) or (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 this Section 4.1, Employee shall only be entitled to his Total Salary as accrued through the date of termination, reimbursement of expenses incurred prior to the satisfaction date of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation termination in accordance with the policy of the CompanySection 3.1 hereof and, and any other compensation and benefits payable in accordance with Section 3.2 hereof. Upon making such payments, Company shall have no further liability to Employee hereunder.

Termination for Cause. The Company (i) If, during the Employment Term, OUTFRONT terminates the employment of Executive for Cause, which for purposes of this Agreement is defined as (A) fraud, misappropriation or embezzlement on the part of Executive, (B) Executive’s conviction of a felony or a misdemeanor involving fraud, perjury or moral turpitude, (C) Executive’s repeated willful failure to perform services hereunder, or (D) Executive’s material breach of the provisions of paragraphs 4, 5, 6, 8, 9, 10, 11, 12 or 13 hereof, except as provided below with respect to clauses (C) or (D) above (as it relates to paragraphs 4 and 5 only), then OUTFRONT shall immediately have the right to terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” 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; (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 because without further obligation of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (nature, including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships payment of the Company or that, in each case, has subjected, or if generally known would subjectcash compensation, the Company vesting of equity compensation, and/or the accrual of vacation time, except for the payment of vested benefits and/or allowing Executive to public ridicule be eligible for medical and dental benefits as required by law. OUTFRONT will give Executive written notice prior to terminating his employment pursuant to paragraphs 7(b)(i)(C) or embarrassment; 7(b)(i)(D) (vii) as the latter relates to paragraphs 4 and 5 hereof), setting forth the nature of any alleged repeated willful failure or material breach in reasonable detail and the conduct required to cure, if any. Except for a repeated willful failure or material breach which, by its nature, OUTFRONT determines cannot reasonably be expected to be cured, Executive has violated a material provision of this Agreement and has failed to cure such breach within shall have ten (10) business days from the date on which OUTFRONT provides such notice within which to cure any repeated willful failure under clause (C) of receiving written this paragraph 7(b)(i) or material breach under clause (D) (relating to paragraphs 4 and 5 hereof) of this paragraph 7(b)(i); provided, however, that if OUTFRONT reasonably expects irreparable injury from a delay of ten (10) business days, OUTFRONT may give Executive notice of such shorter period within which to cure as is reasonable under the circumstances. If Executive cures the willful failure or material breach as provided for in the aforementioned notice thereof, except then Cause shall not exist with respect to such willful failure or material breach. For purposes of this Agreement, no act, or failure to act, on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that any breach by the Executive of Sections 6.2(i)-(vi) Executive’s action or (viii) shall constitute Cause for termination even in the absence of such written notice; omission was in, or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directorsopposed to, the inadequate performance within such 30 days. In best interest of OUTFRONT. (ii) Notwithstanding the event the foregoing, Executive shall be entitled to receive any Accrued Amounts should Executive’s employment is be terminated at any time for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the CompanyCause pursuant to this paragraph 7(b).

Termination for Cause. The Company Corporation shall have no obligation to make payments of any kind to the right to terminate Executive in accordance with the provisions of paragraph 3 or otherwise for periods after the Executive’s 's employment with the Company at any time without notice Corporation is terminated on account of the Executive's discharge for Causecause. “Cause” for termination For purposes of this paragraph 5, the Executive shall be deemed to exist considered terminated for "cause" if any he is discharged by the Corporation on account of the occurrence of one or more of the following circumstances exist in the reasonable judgment of the Company: events: (i) the Executive has committed becomes addicted to drugs or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; alcohol; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, discloses confidential information in violation of paragraph 4(a) or any other act engages in competition in violation of material misconduct against paragraph 4(b) to the Company or any detriment of its affiliates; the Corporation and/or Thane; (iii) the Corporation is directed by regulatory or governmental authorities to terminate the employment of the Executive has violated any fiduciary duty owed 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 Company; Corporation; (iv) the Executive is convicted of, or enters a guilty plea or plea of no contest to a felony or any crime (other crime involving moral turpitude; than a felony resulting from a minor traffic violation); (v) the Executive is unable flagrantly and repeatedly disregards his duties under this Employment Agreement after (A) written notice has been given to competently perform the Executive by the Board that it views the Executive to be flagrantly disregarding his duties under this Agreement because of his substantial dependence on alcohol or any controlled substance; and (viB) the Executive has engaged in been given a period of thirty (30) days after such notice to cure such misconduct. However, no notice or cure period shall be required if Executive's disregard of his duties has materially and adversely affected the Corporation and/or Thane; (vi) any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury event of willful misconduct to the reputation, business or business relationships of the Company or extent that, in each case, has subjected, or if generally known would subjectthe reasonable judgment of the Board, the Company Executive's credibility and reputation no longer conform to public ridicule or embarrassmentthe standard of the Corporation's and Thane's executives; or (vii) the Executive has violated commits an act of fraud against the Corporation and/or Thane, violates a material provision duty of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, loyalty to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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, Corporation and/or Thane as defined under Florida law or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companyviolates paragraph 2.

Termination for Cause. The Company shall have the right to may terminate the Executive’s employment with the Company hereunder for Cause at any time without notice for Causetime. For purposes of this Agreement, “Cause” for termination shall be deemed mean that the Executive has: (A) committed gross negligence in connection with his duties as set forth herein or otherwise with respect to exist if any of the following circumstances exist in the reasonable judgment business and affairs of the Company: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or any its subsidiaries and/or its other act of material misconduct against the Company or any of its affiliates; (iiiB) the Executive has violated any fiduciary duty owed committed fraud in connection with his duties as set forth herein or otherwise with respect to the business and affairs of the Company, its subsidiaries and/or its other affiliates; (ivC) the Executive is convicted ofengaged in personal dishonesty, willful misconduct, willful violation of any law, or enters breach of fiduciary duty, in each instance, with respect to the business and affairs of the Company, its subsidiaries and/or its other affiliates; (D) been indicted for, or has been found by a court of competent jurisdiction to have committed or plead guilty plea or plea of no contest to to, (1) a felony (or state law equivalent) or (2) any other serious crime involving moral turpitude; turpitude or that has (vor is reasonably likely to have) a material adverse effect either on (x) the Executive is unable Executive’s ability to competently perform his duties under this the Agreement because or (y) the reputation and goodwill of his substantial dependence on alcohol the Company, regardless of whether or any controlled substancenot such other crime is related or unrelated to the business of the Company, its subsidiaries or other affiliates; (viE) shown chronic use of alcohol, drugs or other similar substances that materially affects the Executive’s work performance; (F) breached his obligations under (1) this Agreement, (2) the Executive has engaged in Confidentiality, Non-Compete and Inventions Assignment Agreement attached hereto as Exhibit A (the “Covenants Agreement”) or (3) any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach other agreement executed by the Executive for the benefit of Sections 6.2(i)-(vithe Company, its subsidiaries and/or other affiliates, provided, that, if such breach described in this clause (F) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) is susceptible to cure, the Executive has failed to adequately perform the material duties of his position after having received shall have thirty (30) days written after notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within cure such 30 days. In the event breach; (G) failed to materially perform the Executive’s employment duties or to follow the lawful directives of the CEO; provided, that, if such failure described in this clause (G) is terminated at any time for Causesusceptible to cure, the Executive will not receive any Severance Payshall have thirty (30) days after notice to cure such failure; or (H) materially violated the Company’s written code of conduct or other written or established policies and/or procedures in place from time to time; provided, that, if such violation described in this clause (H) is susceptible to cure, the COBRA Benefit, Executive shall have thirty (30) days after notice from the Board to cure such violation. Any notice to the Executive under this Section 6(a)(i) shall be in writing and shall specify in reasonable detail the Executive’s acts or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with omissions that the policy of the CompanyCompany alleges constitute “Cause.”

Termination for Cause. The Company shall have the right to K&B may terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” 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; (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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. In the event the Executive’s employment is terminated at any time for Cause, in which case Employee shall be entitled to receive base salary and Bonus accrued through the Executive will date of such termination. Any of the following shall constitute "Cause": (i) any material breach by Employee of any of the terms of this Agreement or his non-competition agreement with K&B or the Employee Innovations and Proprietary Rights Assignment Agreement between Employee and K&B where such breach is not receive cured within thirty (30) days after written notice of such breach is delivered to Employee; (ii) intoxication with alcohol or drugs while on the premises of K&B or any Severance Payof 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; (iii) conviction of a felony or any misdemeanor involving dishonesty, theft, the COBRA Benefitfailure to tell the truth, other unethical behavior, racial prejudice, drugs, alcohol, sexual misconduct or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation crime likely to result in accordance public disparagement with the policy respect to any of the Company.Companies; (iv) intentional misappropriation of property belonging to K&B or any of the Companies; (v) illegal business practices in connection with any of K&B or the Companies' businesses which could have a material adverse effect on CEC's, CECO's, K&B's or any of the Companies' or their business or financial position or reputation; (vi) excessive absence of Employee from his employment during usual business hours for reasons other than vacation, disability or sickness after written notice thereof is delivered to Employee describing the nature of such excess absences and affording Employee one more opportunity to avoid excess absences; or

Termination for Cause. The Company Board may terminate the Assistant Superintendent for: (1) refusal or failure to act in accordance with specific provisions of this Agreement or lawful Board directives; (2) breach of this Agreement; (3) unsatisfactory performance as established by two or more written evaluations conducted in two separate fiscal years as part of the Annual Evaluation process; (4) any grounds enumerated in Education Code sections 44932, 44933, or 44939; (5) conviction of or a “nolo contendere” plea to a crime involving dishonesty, breach of trust, or physical or emotional harm to any person; (6) any act causing the suspension or revocation of any credential held by the Assistant Superintendent; or (7) inability to perform the essential functions of the position, with or without reasonable accommodation. The existence of such cause shall constitute a material breach of this Agreement and shall extinguish all rights and duties of the parties under this Agreement. If cause 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 reasonably believes supports the termination. If the Assistant Superintendent disputes the charges, the Assistant Superintendent shall then be entitled to a conference before the Board in closed session. The Assistant Superintendent and the Board shall each have the right to terminate be represented by counsel at their own expense. The Assistant Superintendent shall have a reasonable opportunity to respond to all matters raised in the Executive’s employment charges and to submit any written documents the Assistant Superintendent believes are relevant to the charges. The conference with the Company at any time without notice for CauseBoard shall not be an evidentiary hearing and neither party shall have the opportunity to call witnesses. “Cause” for termination If the Board, after considering the presentation, decides to terminate this Agreement, it shall provide the Assistant Superintendent with a written decision. The decision of the Board shall be final. The Assistant Superintendent’s conference before the Board shall be deemed to exist if satisfy the Assistant Superintendent’s entitlement to due process of law and shall be the Assistant Superintendent’s exclusive right to any of the following circumstances exist in the reasonable judgment of the Company: (i) the Executive has committed conference or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or hearing otherwise required by law. The Assistant Superintendent waives any other act rights that may be applicable to this termination for cause proceeding with the understanding that completion of material misconduct against this conference exhausts the Company or any of its affiliates; (iii) Assistant Superintendent’s administrative remedies and then authorizes the Executive has violated any fiduciary duty owed Assistant Superintendent to contest the Board’s determination according 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companydispute resolution set forth below.

Termination for Cause. The Company shall have the right to terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” for termination shall be 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; (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 If either party breaches this Agreement because of his substantial dependence on alcohol (or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subjectPromissory Note), the Company other party may elect to public ridicule or embarrassment; (vii) give the Executive breaching party written notice describing the alleged breach. If the breaching party has violated a material provision of this Agreement and has failed to cure not cured such breach within thirty (30) days (ten (10) days for any payment breach hereunder or under the Promissory Note) after receipt of receiving such notice, the notifying party will be entitled, in addition to any other rights it may have under this Agreement or under applicable law, to terminate this Agreement effective immediately; provided, however, that if the cure of such breach in good faith takes longer than such thirty (30) period, then the parties shall entertain a longer cure period, provided that the curing party embarks on same and diligently prosecutes and pursues such cure to completion. Notwithstanding the foregoing, breach of Section 12.5 shall entitle either party to terminate this Agreement immediately upon written notice thereofnotice. In the event that it is established that as of the Effective Date, except Reliant did not own, or have the unrestricted right to use, the Reliant Intellectual Property or have the unrestricted right to grant the license granted hereunder to SLT, or in the event that as of the Effective Date Reliant did not own the Tangible Assets free and clear of any material liens or encumbrances of any kind, then SLT shall have the right, as its sole and exclusive remedy, to terminate this Agreement; provided, however, that any breach Advance Royalty Payments made by SLT as of the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence date of such written notice; termination by SLT which have not yet been offset by earned or (viii) the Executive has failed deemed earned royalties, shall be reimbursed to adequately perform the material duties of his position after having received SLT by Reliant within thirty (30) days written notice specifying after such termination. Notwithstanding the reasons why his performance is inadequate and has not curedforegoing, to SLT's obligations under the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation Promissory Note shall continue in accordance with the policy its terms notwithstanding any termination of the Companythis Agreement.

Termination for Cause. The Company shall have the right to Employer may terminate the ExecutiveEmployee’s employment with the Company at any time without immediately for “cause” by written notice for Causeto Employee. “Cause” for For purposes of this Agreement, a termination shall be deemed to exist for “cause” if the termination results from any of the following circumstances exist in the reasonable judgment of the Company: events: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise Employee’s willful breach of his duties under this Agreement; (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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has Agreement, which breach Employee shall have failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days following Employer’s written notice to Employee specifying the reasons why his performance nature of the breach; (ii) Any documented misconduct by Employee as an executive or director of Employer, or any subsidiary or affiliate of Employer for which Employee is inadequate performing services hereunder, which is material and adverse to the interests, monetary or otherwise, of Employer or any subsidiary or affiliate of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within thirty (30) days following Employer’s written notice to Employee specifying the nature of the neglect or refusal; (iv) Conviction of a crime involving any act of dishonesty, acts of moral turpitude, or the commission of a felony; (v) Adjudication as a bankrupt, which adjudication has not curedbeen 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 satisfaction reasonable, written instructions of the Board of DirectorsDirectors of Employer, the inadequate performance within such 30 daysEmployer’s Chief Banking Officer, or the Employer’s Chief Executive Officer or authorized designee, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) A willful violation of a material rule or regulation of the Office of the Comptroller of the Currency or of any other regulatory agency governing Employer or any subsidiary or affiliate of Employer. In Notwithstanding any other term or provision of this Agreement to the event the Executivecontrary, if Employee’s employment is terminated at any time for Causecause, Employee shall forfeit all rights to payments and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through the Executive will not receive any Severance Pay, the COBRA Benefit, or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy date of the Companytermination.

Termination for Cause. The Company shall have the right to may terminate the Executive’s 's employment with for Cause by giving the Company at any time without Executive seven (7) days prior written notice for of such termination. For purposes of this Agreement, "Cause. “Cause” " for termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: mean (i) the willful failure or refusal 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 committed failed to follow or engaged in intentional misconduct implement within thirty (30) days after written notice of such failure, other than a 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 exercise performance of his duties under this Agreement; (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 Executive's duties under this Agreement because of his substantial dependence on alcohol and which materially injures the Company. No act, or any controlled substance; (vi) failure to act, by the Executive has engaged shall be considered "willful" unless committed without good faith and without a reasonable belief that the act or omission was in any act the Company's best interest; (including, but not limited to, unlawful discriminatory conductiv) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence terms of such written notice; or (viii) this Agreement, which breach has not been cured by the Executive has failed to adequately perform the material duties of his position after having received thirty within fifteen (3015) days of written notice specifying of said breach by the reasons why his performance is inadequate and has not curedCompany; (v) repeated unethical business practices by the Executive in connection with the Company’s business, to which unethical business practices continue after fifteen (15) days after written notice thereof by the satisfaction Company; (vi) habitual use of alcohol or drugs by the Executive; or (vii) violation of the Board Company’s Code of Directors, Ethics or similar code of business conduct adopted by the inadequate performance within such 30 daysCompany for its executive officers. In the event the Executive’s employment is terminated at any time Upon termination for Cause, the Executive will shall not receive be entitled to payment of any Severance Pay, the COBRA Benefit, or any compensation other such compensation or benefits, except for accrued but unpaid than salary and accrued but unused vacation in accordance with benefits under this Agreement earned up to the policy date of such termination and any stock options, warrants or similar rights which have vested at the Companydate of such termination.

Termination for Cause. The Company Company, upon a vote of the Company’s Board of Directors shall have the right be entitled to immediately terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” for termination shall be deemed to exist if in any of the following circumstances exist 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 reasonable judgment 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 Company: ; (ib) the commission by Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theft, forgeryany act of dishonesty, fraud, misappropriationmaterial misrepresentation or moral turpitude in connection with his employment, embezzlementincluding, but not limited to, misappropriation or embezzlement of any other act funds of material misconduct against the Company or any of its affiliates; ; (iiic) the commission by Executive has violated of any fiduciary duty owed to (1) willful misconduct or gross negligence, or (2) intentional act having the Company; (iv) the Executive is convicted effect of, or enters a guilty plea or plea of no contest to a felony or any other crime involving moral turpitude; (v) that may have the Executive is unable to competently perform his duties under this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (includingeffect of, but not limited to, unlawful discriminatory conduct) that results in substantial injury to injuring the reputation, business or business relationships of the Company or thatany of its affiliates, and which intentional act the Board deems to not be in each case, has subjectedthe best interests of the Company; (d) the entering by Executive of a plea of guilty or nolo contendere to, or if generally known would subjectthe 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 to public ridicule or embarrassment; (vii) order of the Executive has violated a material provision Company’s Board of this Agreement Directors and has failed failure to cure such breach the same within ten (10) days of receiving written notice thereofthereof 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 any Retention Bonus and/or Sales Bonus earned by Executive and not yet paid. Executive shall not be entitled to any other salary, payments or benefits otherwise payable under this Agreement, except that any breach as otherwise required by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companylaw.

Termination for Cause. The Company CBS may, at its option, terminate your employment under this Agreement forthwith for Cause and thereafter shall have the right no further obligations under this Agreement, including, without limitation, any obligation to terminate the Executive’s employment with the Company at any time without notice for Causepay Salary or Bonus or provide benefits. “Cause” for termination Cause shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Companymean: (i) dishonesty; (ii) embezzlement, fraud or other conduct which would constitute a felony or a misdemeanor involving fraud or perjury; (iii) willful unauthorized disclosure of Confidential Information; (iv) your failure to obey a material lawful directive that is appropriate to your position from an executive(s) in your reporting line; (v) your failure to comply with the Executive has committed written policies of CBS, including the CBS Business Conduct Statement or engaged in intentional misconduct or gross negligence successor conduct statement as they apply from time to time; (vi) your material breach of this Agreement (including any representations herein); (vii) your failure (except in the exercise event of his duties your Disability) or refusal to substantially perform your material obligations under this Agreement; (iiviii) willful failure to cooperate with a bona fide internal investigation or investigation by regulatory or law enforcement authorities or the Executive has committed theft, forgery, fraud, misappropriation, embezzlementdestruction or failure to preserve documents or other material reasonably likely to be relevant to such an investigation, or any the inducement of others to fail to cooperate or to destroy or fail to produce documents or other act of material misconduct against the Company material; or (ix) conduct which is considered an offense involving moral turpitude under federal, state or local laws, or which might bring you to public disrepute, scandal or ridicule or reflect unfavorably upon any of CBS’s businesses or those who conduct business with CBS and its affiliates; (iii) the Executive has violated any fiduciary duty owed affiliated entities. CBS will give you written notice prior to the Company; terminating your employment pursuant to (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 because of his substantial dependence on alcohol or any controlled substance; ), (vi) the Executive has engaged in any act (including), but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii), (viii) the Executive has violated a material provision or (ix) of this Agreement paragraph 8(a), setting forth the nature of any alleged failure, breach or refusal in reasonable detail and has failed the conduct required to cure such cure. Except for a failure, breach within or refusal which, by its nature, cannot reasonably be expected to be cured, you shall have ten (10) business days from the giving of receiving written such notice thereofwithin which to cure any failure, except that any breach by the Executive of Sections 6.2(i)-(vior refusal under (iv), (v), (vi), (vii), (viii) or (viiiix) shall constitute Cause for termination even in the absence of this paragraph 8(a); provided, however, that, if CBS reasonably expects irreparable injury from a delay of ten (10) business days, CBS may give you notice of such written notice; or (viii) shorter period within which to cure as is reasonable under the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companycircumstances.

Termination for Cause. The Company shall have A. If either party (the right to terminate "Defaulting Party") becomes insolvent; if the Executive’s employment with other party (the Company at any time "Insecure Party") has evidence that the Defaulting Party is not paying its bills when due without notice for Cause. “Cause” for termination shall be deemed to exist just cause; if any a receiver of the following circumstances exist in Defaulting Party's assets is appointed; if the reasonable judgment 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 Company: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise future performance of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act Agreement by establishing an irrevocable letter of material misconduct against the Company or any of its affiliates; (iii) the Executive has violated any fiduciary duty owed credit -- issued by a U.S. bank acceptable to the Company; (iv) insecure Party, on terms and conditions acceptable to the Executive is convicted ofinsecure Party, or enters and in 1an amount sufficient to cover all a guilty plea or plea of no contest to a felony or any other crime involving moral turpitude; (v) mounts potentially due from the Executive is unable to competently perform his duties Defaulting party under this Agreement because -- 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 his substantial dependence on alcohol this Agreement until the Defaulting Party assumes or rejects this Agreement pursuant to Section 365 of the Bankruptcy Code or any controlled substance; (vi) similar or successor provision. Any such suspension of further performance by the Executive has engaged in any act (including, but Insecure Party pending the Defaulting Party's assumption or rejection shall not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated be a material provision breach of this Agreement and has failed shall not affect the Insecure Party's right to cure 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 breach within ten (10) days refusal, neglect or failure continues for a period of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days after written notice specifying (except in the reasons why his performance is inadequate and has not cured, case of any payments due where the period to cure such nonpayment shall be five (5) days after notice) to the satisfaction Defaulting Party thereof, then without prejudice to any other rights or remedies of the Board other party, this Agreement shall, at the option of Directorsthe non-defaulting party, terminate as of the expiration of the notice period. Notwithstanding anything to the contrary herein, in the event Customer is the Defaulting Party, the inadequate performance within such 30 days. In the event the Executive’s employment is terminated Galileo may, at any time for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, or its sole option and without prejudice to any other such compensation of its rights or benefitsremedies, except for accrued but unpaid salary and accrued but unused vacation in accordance with reduce or restrict provision or services provided under the policy Agreement without termination of the CompanyAgreement. C. The right of either party to require strict performance and observance of any obligations under this Agreement shall not be affected in any way by any previous waiver, forbearance or course of dealing. Exercise by either party of its right to terminate under this Agreement shall not affect or impair its right to bring suit for any default or breach of this Agreement. All obligations of each party that have accrued before termination or that are of a continuing nature shall survive termination. D. If this Agreement includes more than one location and if Customer's default or 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 only with respect to the location(s) involved.

Termination for Cause. The Company shall have the right to CECO may terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” 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; (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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. In the event the Executive’s employment is terminated at any time for Cause, in which case Employee shall be entitled to receive Base Salary accrued through the Executive will date of such termination. Any of the following shall constitute "Cause": (i) any material breach by Employee of any of the terms of this Agreement where such breach is not receive cured within thirty (30) days after written notice of such breach is delivered to Employee; (ii) any Severance Paybreach by Employee of any of the terms of his non-competition agreement set forth in Section 9 with CECO or the Employee Innovations and Proprietary Rights Assignment Agreement between Employee and CECO; (iii) intoxication with alcohol or drugs while on the premises of CECO or any of the Companies or any customer or potential customer to the extent that in the reasonable judgment of management, Employee is abusive or his ability to perform his duties and responsibilities under this Agreement is impaired; (iv) conviction of a felony or any misdemeanor involving dishonesty, theft, the COBRA Benefitfailure to tell the truth, other unethical behavior, racial prejudice, drugs, alcohol, sexual misconduct or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation crime likely to result in accordance public disparagement with the policy respect to any of the CompanyCompanies; (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 material adverse effect on CEC's, CECO's, CECO's or any of 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 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 obey directions of the Board of Directors of CECO or chief executive officer of CECO, provided that Employee has been given written notice of such directions.

Termination for Cause. The Company shall have may terminate Employee's employment for "cause" effective immediately upon giving written notice thereof. For purposes of this Agreement, the right to terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” for termination term "cause" shall be deemed limited to exist if any of the following circumstances exist in the reasonable judgment of the Company: (i) non-appealable conviction of a felony or of any crime involving fraud or misrepresentation that adversely affects the Executive has committed or engaged Company's reputation in intentional misconduct or gross negligence in the exercise of his duties under this Agreementa material way; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, Employee's gross negligence or any other act of material willful misconduct against the Company or any of its affiliates; (iii) the Executive has violated any fiduciary duty owed 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) the Executive is convicted of, or enters any material breach by Employee of 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 material obligation under this Agreement because 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 substantial dependence on alcohol action or any controlled substance; (vi) omission was in the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships best interest of the Company Company. Notwithstanding any term or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material 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 has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy 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 (including any applicable pro rated bonus and accrued vacation pay). 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 such period of time as specified in Employee's stock option agreement(s).

Termination for Cause. The Company shall have the right to Employer may terminate the Executive’s employment of Employee with the Company Employer at any time without notice during the Term for “Cause”. For purposes of this Agreement, “Cause” for termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: if, and only if: (i) Employee shall engage, during the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise performance of his duties under this Agreement; 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 Executive has committed theft, forgery, fraud, misappropriation, embezzlement, Board or any other act of material misconduct against the Company or any of its affiliatesEmployer; or (iii) the Executive has violated any fiduciary duty owed to the Company; (iv) the Executive Employee shall materially breach this Agreement, and such breach by its nature, is convicted ofincapable of being cured, or enters such breach remains uncured for more than 30 days following receipt by Employee of written notice from Employer specifying the nature of the breach and demanding the cure thereof. For purposes of this clause (iii), a guilty plea or plea material breach of no contest this Agreement which involves inattention by Employee to a felony or any other crime involving moral turpitude; (v) the Executive is unable to competently perform his duties under this Agreement because shall be deemed a breach capable of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury cure. Notwithstanding anything herein to the reputationcontrary, business or business relationships if Employer shall terminate the employment of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. In the event the Executive’s employment is terminated at any time Employee hereunder for Cause, Employer shall give at least 30 days prior written notice to Employee specifying in detail the Executive will not receive any Severance Payreason or reasons for Employee’s termination. If the employment of Employee is terminated by Employer for Cause, the COBRA Benefit, or any other such compensation or benefits, except for Employee’s accrued but unpaid salary 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 accrued but unused vacation in accordance with the policy other employee policies and practices of the CompanyEmployer applicable to such termination.

Termination for Cause. The Company shall have Employment Period may be terminated by Employer for the right to terminate the Executive’s employment with the Company at any time without notice for Cause. following occurrences (“Cause” for termination shall be deemed to exist if ”): (i) Employee’s material breach of any of the following circumstances exist covenants contained in the reasonable judgment Section 7 of the Company: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; ; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlementEmployee’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any other act of material misconduct against crime (whether felony or misdemeanor) (A) involving moral turpitude or punishable by imprisonment for more than one (1) year in the Company jurisdiction involved or (B) resulting in any of its affiliates; 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 Executive has violated course of his employment with Employer or otherwise, or (B) any fiduciary duty owed third party whether prior to our subsequent to the Company; date hereof; (iv) the Executive is convicted of, Employee’s continuing repeated failure or enters a guilty plea or plea of no contest refusal to a felony or any other crime involving moral turpitude; (v) the Executive is unable to competently perform his Employee’s duties under as required by this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited towithout limitation, unlawful discriminatory conduct) Employee’s inability to perform Employee’s duties hereunder as a result of chronic alcoholism or drug addiction and/or as a result of any failure to comply with any laws, rules or regulations of any governmental entity with respect to Employee’s employment by Employer), provided that results in substantial injury to the reputation, business or business relationships termination of the Company or that, in each case, has subjected, or if generally known would subject, the Company Employment Period pursuant to public ridicule or embarrassment; this subsection (viiiv) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving shall not constitute valid termination for Cause unless Employee shall have first received written notice thereof, except that any breach by from Employer or Parent stating with specificity the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence nature of such written notice; failure or (viii) the Executive has failed to adequately perform the material duties of his position after having received refusal and affording Employee at least thirty (30) days to correct the act or omission complained of; or (v) gross negligence, insubordination, material violation by Employee of any duty of loyalty to Employer or Parent, material violation of any of Employer’s or Parent’s written notice specifying the reasons why his performance is inadequate and has not curedpolicies, to the satisfaction disparagement of the Board of Directors, the inadequate performance within such 30 days. In the event the Executive’s employment is terminated at any time for Cause, the Executive will not receive any Severance Pay, the COBRA BenefitEmployer or Parent or its affiliates or their respective businesses, or any other such compensation or benefitsmaterial misconduct on the part of Employee, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy provided that termination of the CompanyEmployment Period pursuant to this subsection (v) shall not constitute valid termination for Cause unless Employee shall have first received written notice from Employer or Parent stating with specificity the nature of such failure or refusal and affording Employee at least thirty (30) days to correct the act or omission complained of. Except as otherwise agreed between Parent and Employee in writing, if Employee is terminated for Cause, all payments and benefits pursuant to this Agreement will cease immediately upon the date of such termination.

Termination for Cause. The Company shall have the right to terminate the Executive’s employment with the Company Employer may at any time without notice during the Employment Period and any Renewals thereof, by notice, terminate this Agreement and discharge the Employee for Causecause, whereupon the 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. “Cause” As used herein, the term "for termination cause" shall be deemed to exist if mean and include chronic substance abuse; misappropriation of any money or other assets or properties of the following circumstances exist in Employer or its subsidiaries; willful violation of specific and lawful written directions from his superiors or from the reasonable judgment Board of Directors of the Company: (i) Employer; willful failure or refusal to perform the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise services required of his duties Employee under this Agreement; (ii) other breaches of the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, covenants contained herein; willful disclosure of trade secrets or any other act of material misconduct against the Company or any of its affiliates; (iii) the Executive has violated any fiduciary duty owed confidential information resulting in substantial detriment to the CompanyEmployer as documented by the Employer under oath or affirmation; (iv) the Executive is convicted of, or enters conviction in a guilty plea or plea court of no contest to a felony or competent jurisdiction of any other crime involving moral turpitude; (v) the Executive is unable to competently perform his duties under this Agreement because funds or assets of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (Employer including, but not limited to, unlawful discriminatory conduct) that results in substantial injury embezzlement and larceny; any civil or criminal conduct or personal misbehavior including sexual harassment which is detrimental to the image, reputation, business welfare or business relationships security of the Company Employer where such misconduct or thatmisbehavior and judgment have been documented by the Employer under oath or affirmation; and any other acts or omissions that constitute grounds for cause under the laws of the states of Georgia, in each caseDelaware, has subjectedCalifornia, Massachusetts or Illinois, or if generally known would subject, such other states or locations wherein the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the CompanyEmployer may have operations.

Termination for Cause. The Company may at any time terminate the Executive's employment hereunder for cause. For purposes of this Agreement and subject to the Executive's opportunity to cure to the extent provided in Section 4.c. hereof, the Company shall have the right "cause" to terminate the Executive’s 's employment with the Company at any time without notice for Cause. “Cause” for hereunder if such termination shall be deemed the result of: (1) Fraud in connection with the Executive's performance hereunder; (2) Dishonesty in connection with the Executive's performance hereunder except to exist if any of the following circumstances exist in the reasonable judgment of the Company: (i) extent the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; proves such dishonesty was both unintentional and covered only a matter which was de minimis; (ii3) The failure by the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, to perform his material duties hereunder or any other act material breach by Executive of this Agreement; (4) The failure by the Executive to follow, in a material misconduct against manner, the lawful directions of or policies established by the Board of Directors or the Chief Executive Officer of the Company or any unless the tasks are of its affiliates; the type which could not reasonably be required of Executive pursuant to this Agreement; (iii5) the Executive has violated any fiduciary duty owed to the Company; (iv) the Executive is convicted ofThe conviction for, or enters a guilty plea or plea of no contest to nolo contendere to, a charge of commission of a felony or any other crime involving moral turpitude; ; (v6) the Executive is unable to competently perform his duties The Executive's performance of any services under this Agreement because while under the influence of his substantial dependence on drugs, alcohol or any controlled substance; (vi) the Executive has engaged in any act (includingsubstance except, but not limited to, unlawful discriminatory conduct) that results in substantial injury with respect to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not curedcontrolled substances only, to the satisfaction of the Board of Directorsextent Executive proves (a) taking any controlled substance was prescribed by a medical doctor to treat a medical problem, the inadequate performance within (b) such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation 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 policy business or reputation of the Company. The parties agree that each of the foregoing breaches, events, crimes, behaviors, acts, inactions or occurrences constitutes independent grounds for "cause" and the failure of any breach, event, crime, behavior, act, inaction or occurrence to constitute "cause" under any paragraph of this Section 4.a. shall not prevent that same breach, event, crime, behavior, act, inaction or occurrence from constituting "cause" under a different paragraph of this Section 4.a.

Termination for Cause. The Notwithstanding anything contained in this Agreement to the contrary, the Company shall have the right to terminate the Executive’s employment with of Executive upon the Company at occurrence of any time without notice for Cause. of the following events (which events shall constitute “Cause” for termination termination): (a) Executive shall be deemed to exist if commit any breach or violation of any of the following circumstances exist in the reasonable judgment of the Company: (i) the Executive has committed Executive’s representations or engaged in intentional misconduct or gross negligence in the exercise of his duties covenants under this Agreement; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act which breach continues for a period 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days following notice thereof from the Company (except in the event of receiving written a breach of any provision of Article III, which shall require no notice thereof, except that any breach 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 the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance failure to substantially perform; (c) Executive shall willfully engage in conduct that is inadequate demonstrably and has not cured, 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 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. 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 Board of Directors, the inadequate performance within such 30 daysCompany. In the event the Executive’s employment is terminated at of termination for “Cause”, Executive shall not be entitled to any time for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, severance payments or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companypayments under this Agreement.

Termination for Cause. The Company shall have the right to MSF may terminate the Executive’s employment with the Company at any time without notice this Agreement for Cause, immediately, and without prior written notice or further liability on the part of MSF. The following shall constitute “Cause” for termination shall be deemed such termination: (a) the existence of any unsafe condition at a RERP Site that MSF in good faith attributes to exist if any the actions or inactions of the following circumstances exist in RiderCoach / RiderCoach Trainer; (b) the reasonable judgment conviction of the Company: RiderCoach / RiderCoach Trainer for a crime involving moral turpitude, deceipt, dishonesty 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 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 Executive has committed RiderCoach / RiderCoach Trainer’s failure to fully cooperate with quality assurance activities or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreementtraining-related investigations and/or legal matters as requested by MSF; and/or (iij) 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive RiderCoach / RiderCoach Trainer of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction any provision of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the CompanyAgreement.

Termination for Cause. The Company may terminate the Executive’s employment for Cause. For purposes of this Agreement, “Cause” means the Executive: (i) willfully, substantially, and continually fails to perform the duties for which he is employed by the Company; (ii) willfully fails to comply with the legal instructions of the Board or the CEO; (iii) willfully engages in conduct which is or would reasonably be expected to be materially and demonstrably injurious to the Company; (iv) willfully engages in an act or acts of dishonesty resulting in material personal gain to the Executive at the expense of the Company; (v) is indicted for, or enters a plea of nolo contendere to, a felony; (vi) engages in an act or acts of gross malfeasance in connection with his employment hereunder; (vii) commits a material breach of Sections 12, 13 or 14 of this Agreement; (viii) commits a material breach of any policies and procedures contemplated by the Company’s Code of Conduct or similar policy; or (ix) exhibits demonstrable evidence of alcohol or drug abuse having a substantial adverse effect on his job performance hereunder. The Company shall have the exercise its right to terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” 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; (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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving Cause by giving him written notice thereof, except that any breach by of termination on or before the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence date of such written notice; or (viii) termination specifying in reasonable detail the circumstances constituting such Cause, and providing Executive has failed to adequately perform the material duties with a period of his position after having received at least thirty (30) days written notice specifying in which to cure the reasons why his performance conduct constituting Cause if such conduct is inadequate and has not capable of being cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. In the event of such termination of the Executive’s employment is terminated at any time for Cause, the Executive will not shall be entitled to receive any Severance Pay, the COBRA Benefit, or (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, compensation or benefits, except for accrued but unpaid salary benefits and accrued but unused vacation in accordance with (B) any amounts owed under the reimbursement policy of the CompanySection 5.

Termination for Cause. The Company If this Agreement is terminated by Bank for Cause (as defined herein), this Agreement shall have cease and terminate as of the right to terminate the Executive’s employment with the Company at any time without notice for Causedate of termination of Employee. “Cause” for termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: defined as (i) the Executive has committed or engaged in intentional misconduct or gross negligence commission of a willful act of dishonesty in the exercise course of his Employee’s duties under this Agreementhereunder; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, conviction by a court of competent jurisdiction of a crime constituting a felony or conviction with respect to any other act of material misconduct against the Company involving fraud or any of its affiliatesdishonesty; (iii) Employee’s continued, habitual intoxication or performance under the Executive has violated any fiduciary duty owed influence of controlled substances during working hours, after Bank shall have provided written notice 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement Employee and has failed to cure such breach within given Employee ten (10) days of receiving written notice thereofwithin which to commence rehabilitation with respect thereto, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) and Employee shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has have failed to adequately perform the material duties promptly commence and diligently continue such rehabilitation; (iv) frequent or extended, and unjustifiable (not as a result of his position after having received incapacity or disability) absenteeism which shall not have been cured within thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, after Bank shall have advised Employee in writing of its intention to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. In the event the Executiveterminate Employee’s employment is terminated at any time for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy 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 Companyreason 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 nature that same cannot be cured or eliminated within such thirty (30) day period, such period shall be extended for so long as Employee shall be endeavoring diligently and in good faith to cure or eliminate such matters.

Termination for Cause. The Company shall have the right to terminate If the Executive’s employment with the Company at any time without notice is terminated for Cause, whether prior to or after the Performance Hurdle Date, the Executive will forfeit all unvested RSUs as well as any RSUs that had vested but were not yet paid out pursuant to Section 2 or Section 4. For purposes of this Agreement, “Cause” for termination shall be deemed to exist if any of mean the following circumstances exist in the reasonable judgment of the Company: Executive’s (i) the Executive has committed engaging in willful or engaged in intentional gross misconduct or willful or gross negligence in the exercise neglect of his duties under this Agreement; duties, (ii) repeatedly and willfully failing to adhere to the Executive has committed theftdirections of the Board or the written policies and practices of the Company or an Affiliate, forgery(iii) commission of or plea of nolo contendere to a felony, 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, embezzlementdishonesty, or any other act of material misconduct against the Company or any of its affiliates; (iii) the Executive has violated any fiduciary duty owed embezzlement in each case which causes damage 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business property or business relationships of the Company or thatan Affiliate, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (viiv) the Executive has violated a material provision breach of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. In the event the Executive’s employment agreement (if any) with the Company or an Affiliate (other than a termination of employment by the Executive), (vi) loss of any 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 the sole discretion of the Committee. Before the Committee determines that “Cause” has occurred under clause (i), (ii), (v), or (vii) above, the Committee will provide to the Executive in writing, in reasonable detail, the reasons for the determination that such “Cause” exists, and afford the Executive a reasonable opportunity to remedy any such breach, action or inaction, if such breach action or inaction, is capable of being remedied. In addition, Executive’s employment and service will be deemed to have terminated at any time 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 Executive’s part will not receive any Severance Pay, the COBRA Benefitbe considered “willful” unless it is done, or any other such compensation omitted to be done, by him or benefits, except for accrued but unpaid salary and accrued but unused vacation her in accordance with bad faith or without reasonable belief that his or her action or omission was in the policy best interests of the CompanyCompany 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. The Company shall have the right to terminate the Executive’s employment with Immediately following notice of termination for "Cause" (as defined below), specifying such Cause, given by the Company at any time without notice (termination pursuant to this Section 6.2 being referred to herein as termination for "Cause"). “As used herein, "Cause” for termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: " means (i) the Executive has committed termination based on Consulting Executive's conviction or engaged in intentional misconduct plea of "guilty" or gross negligence "no contest" to any crime constituting a felony in the exercise jurisdiction in which the crime constituting a felony is committed, any crime involving moral turpitude (whether or not a felony), or any other violation of his duties under this Agreementcriminal law involving dishonesty or willful misconduct that materially injures the Company (whether or not a felony); (ii) Consulting Executive's substance abuse that in any manner interferes with the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act performance of material misconduct against the Company or any of its affiliateshis 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 violated any fiduciary duty owed to or could discredit or damage the Company; (ivvii) the Executive is convicted of, or enters a guilty plea or plea of no contest to Consulting Executive's indictment for a felony or any other crime involving moral turpitude; (v) the Executive is unable to competently perform his duties under this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships violation of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written noticefederal 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 Executive has failed to adequately perform Board of Directors of the material duties of his position Company after having received first given thirty (30) days written notice specifying to Consulting Executive of such determination, and afforded Consulting Executive the reasons why his performance is inadequate and has not cured, opportunity to be heard by the satisfaction of the full Board of Directors. Notwithstanding any other provision in this Agreement, the inadequate performance within such 30 days. In the event the Executive’s employment if Consulting Executive is terminated at any time pursuant to subsection (iii) of this Section 6.2 for Causepoor job performance, excluding refusal to perform his duties, Consulting Executive shall have sixty (60) days to cure the Executive will not receive any Severance Pay, behavior upon which the COBRA Benefit, or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companythreatened termination is based.

Termination for Cause. The Company shall have the right to may immediately terminate the ExecutiveEmployee’s employment with the Company at any time without notice hereunder for “Cause”. For purposes of this Agreement, “Cause” for termination shall be deemed includes, but is not limited to: (a) Employee’s breach of this Agreement or Company policy; (b) Employee’s material failure or refusal to exist if any perform Employee’s duties as a Company employee (including, without limitation, Employee’s material failure to follow the lawful direction of the following circumstances exist CEO or Board or Employee’s gross negligence, willful misconduct, chronic absenteeism, or habitual neglect in the reasonable judgment performance of the Company: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreementsuch duties; (iic) the Executive has committed theftEmployee’s conviction or entry of a nolo contender plea to a felony, forgerya crime of moral turpitude, frauddishonesty, misappropriation, embezzlementbreach of trust or unethical business conduct, or any other act crime which materially affects Company’s or any of material misconduct against its affiliate’s business; (d) Employee’s indictment for a crime (other than a minor traffic violation or misdemeanor) or any offense involving moral turpitude, when the CEO or Board in his, her or its reasonable discretion determines that Employee can no longer satisfactorily perform the duties of Employee’s job or that Employee’s continuing service would materially have an adverse effect on the business interests or reputation of Company or any of its affiliates; (iiie) the Executive has violated Employee’s commission of any fiduciary duty owed to the Companyact of fraud, embezzlement, misappropriation, dishonesty, theft, or insubordination; (ivf) Employee’s illegal use of drugs in the Executive is convicted ofworkplace; and (g) Employee’s failure to honor Employee’s fiduciary duties to Company, or enters a guilty plea or plea including the duty to act in the best interests of no contest Company. Cause will not be deemed to a felony or any other crime involving moral turpitude; exist under (va), (b) the Executive is unable to competently perform his duties under and (g) of this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships paragraph unless and until Company provides Employee written notice of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated reason and a material provision of this Agreement and has failed 30-day opportunity to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed and Employee fails to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companycure.

Termination for Cause. (i) The Company shall have the right to terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” for termination ”, which shall be deemed to exist if include, but is not limited to, the following: (A) Executive is convicted of or Executive pleads guilty or nolo contendere to, 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; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlementfelony, or Executive is convicted of, or Executive pleads guilty or nolo contendere to, any other act of material misconduct against crime or offense (whether or not involving the Company or any of its affiliates; ) either (iiiA) the Executive has violated any fiduciary duty owed constituting a crime of moral turpitude that is punishable by imprisonment in a state or federal correction facility, or (B) involving acts of theft, fraud or embezzlement; (B) Executive’s misconduct that causes material harm to the Company; (iv) the Executive is convicted of’s business reputation, or enters commission of a guilty plea material act of dishonesty involving the Company or plea its affiliates; (C) Material fraud with respect to the Company or any of no contest to its affiliates; (D) a felony material breach by Executive of his obligations under this Agreement or any other crime involving moral turpitudewritten agreement with the Company, which Executive fails to cure within 30 days after receipt of written notice of such breach; and (vE) breach of the Executive is unable Company’s policies or procedures which causes, or could reasonably be expected to competently perform his duties under this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (includingcause, but not limited to, unlawful discriminatory conduct) that results in substantial injury material harm to the reputation, business or business relationships of the Company or thatits affiliates, in each case, has subjected, or if generally known would subject, which Executive fails to cure within 30 days after receipt of written notice of such breach. (ii) If the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. In the event the terminates Executive’s employment is terminated for Cause at any time for Causetime, the then: (A) Executive will not receive any Severance Pay, the COBRA Benefit, be entitled to pay in lieu of notice or any other such compensation, and all compensation or benefitsand benefits payable to Executive under this Agreement terminate on Executive’s date of termination, except for and (B) the Company agrees to pay Executive the Base Salary and benefits under Section 4(a) and Section 4(e) that have accrued but unpaid salary and accrued but unused vacation in accordance with the policy as of the Companydate of such termination.

Termination for Cause. The Company shall have the right to (a) Newco may, in its sole discretion, terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” 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; (ii) , effective after the Executive has committed theftgrace periods described below, forgeryby giving written notice of such termination to BioVeris, fraud, misappropriation, embezzlement, or if BioVeris fails materially to comply with 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision obligation of this Agreement Agreement, and has failed BioVeris fails to cure such breach within ten sixty (1060) days after written notice thereof by Newco or, if such breach cannot reasonably be cured within sixty (60) days, BioVeris fails to commence to cure such breach within said sixty-day period and diligently continue to cure such breach, unless otherwise specified in this Agreement; provided, however, that if BioVeris is unable to cure a breach due to Force Majeure, then such 60-day period shall be extended for a period of time reasonable under the circumstances. If there should be a dispute between the parties as to whether a breach exists which entitles Newco to terminate for cause, the matter shall be resolved promptly under the provisions of Article 4 hereof and all attempts to terminate shall be stayed. (b) From time to time during the term of this Agreement, Newco may in advance of first sale, placement or other commercialization of a proposed product that uses or incorporates Licensed ECL Technology, request in writing that BioVeris confirm that such proposed product is an ECL Product. At Newco’s request, BioVeris shall confirm in writing receipt of such notice. This request process described in this Section 5.2(b) is only available on a product-by-product basis. A single request under this process shall not apply to groups or ranges of products. Each such request shall include sufficient information to enable BioVeris to make a determination of whether the proposed product is an ECL Product. If BioVeris does not respond within sixty (60) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence its receipt of such written notice; or (viii) request, BioVeris shall be deemed to have responded that the Executive has failed to adequately perform proposed product is not an ECL Product. If BioVeris responds that the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance proposed product is inadequate not an ECL Product and has not curedNewco disagrees with such response, a dispute as to the satisfaction interpretation of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Company.this Agreement shall be deemed to

Termination for Cause. Notwithstanding any other provision of this Agreement, the Company may at any time immediately terminate this Agreement and Executive’s employment hereunder for Cause. For this purpose, “Cause” shall include any of the following: the current use of illegal drugs; use of alcohol or 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 Company; dishonesty or fraud; misappropriation or embezzlement of Company funds or property; misconduct or negligent or reckless conduct which is injurious to the reputation, business, affairs or business relationships of the Company; breach of any written policies of the Company including but not limited to any applicable codes of ethics; material violation or default of any of the provisions of this Agreement; failure to perform Executive’s duties hereunder; failure or refusal to perform the reasonable and lawful instructions of Executive’s supervisors; frequent or extended, and unjustifiable (not as a result of incapacity or disability) 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 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 have deliver a notice of termination in writing to Executive, which notice shall include the right to terminate the basis for such Cause; and in any such case Executive’s employment with the Company at any time without notice for Cause. “Cause” for termination shall be deemed to exist if any of terminate on the following circumstances exist date specified in the reasonable judgment of the Company: notice (i) the Executive has committed or engaged in intentional misconduct or gross negligence if no date is specified in the exercise of his duties under this Agreement; (ii) the Executive has committed theftnotice, forgery, fraud, misappropriation, embezzlement, or any other act of material misconduct against immediately). If 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. In the event the terminates Executive’s employment is terminated at any time hereunder for Cause, no severance shall be payable and the Executive Company will not receive any Severance Pay, the COBRA Benefit, have no further obligation or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companyliability to Executive.

Termination for Cause. Employee’s employment under this Agreement shall commence on the Effective Date and shall continue indefinitely for no specific term. The Company shall have the right to may terminate the ExecutiveEmployee’s employment with the Company at will at any time upon written notice, with or without notice Cause or advance notice, for Causeany reason or no reason at all, notwithstanding anything to the contrary contained in or arising from any statements, policies or practices of the Company relating to the employment, discipline or termination of its employees. For purposes of this Agreement, “Cause” for termination shall be deemed to exist if mean any of the following circumstances exist in following: (a) the reasonable judgment commission of any act of fraud, embezzlement or willful dishonesty by Employee which adversely affects the business of the Company: ; (ib) any unauthorized use or disclosure by Employee of confidential information or trade secrets of the Company; (c) the Executive refusal or omission by Employee to perform any lawful duties properly required of his under this Agreement, provided that any such failure or refusal has committed been communicated to Employee in writing and Employee has been provided a reasonable opportunity to correct it, if correction is possible; (d) any act or engaged in intentional misconduct omission by Employee involving malfeasance or gross negligence in the exercise performance of his Employee’s duties under this Agreement; 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, (iii) 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written must give Employee notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received 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 specifying and upon the reasons why his performance is inadequate and has not cured, to the satisfaction approval of the Board of Directors, ; (e) conduct on the inadequate performance within such 30 days. In part of Employee which constitutes the event breach of any statutory or common law duty of loyalty to the Executive’s employment is terminated at Company; or (f) any time for Cause, illegal act by Employee which the Executive will not receive any Severance Pay, Board determines adversely affects the COBRA Benefitbusiness of the Company, or any other such compensation or benefitsfelony committed by Employee, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companyas evidenced by conviction thereof.

Termination for Cause. (a) The Company shall have the right to or, if applicable, any of its Affiliates, may terminate the Executive’s employment with of the Company Employee at any time without notice or payment in lieu of notice for Cause. “Cause,” which, for termination purposes of this Agreement shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: mean: (i) The Employee’s breach of any material term or provision of this Agreement (including the Executive has committed or engaged covenants in intentional misconduct or gross negligence in Article 3 hereof), provided that a breach of the exercise Code of his 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 (ii30) days; (iii) The Employee’s failure to reasonably cooperate with any lawful investigation undertaken by the Executive Company; (iv) The Employee’s gross negligence or breach of fiduciary duty provided that the Employee has committed theftbeen 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, forgerystate, fraudprovincial or federal statute which makes the performance of the Employee’s duties impracticable or impossible, misappropriation, embezzlement, or (B) of any other act of material misconduct offense against the Company or its personnel, Affiliates for whom Employee is providing services, or customers, or (C) of any of its affiliates; other offense involving moral turpitude; (iiivi) Any misconduct, gross incompetence or conduct incompatible with the Executive has violated any fiduciary duty owed 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 (ivvii) Gross insubordination or willful disobedience to the Executive is convicted of, or enters a guilty plea or plea lawful directions of no contest management of the Company provided that the Employee has been given written notice thereof and has failed within fifteen (15) days to a felony or any other crime involving moral turpitude; correct such conduct. (vb) If the Executive is unable to competently perform his duties Company exercises its rights under this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) to terminate the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. In the event the ExecutiveEmployee’s employment is terminated at any time for Cause, the Executive will Employee shall not be entitled to receive any Severance Payfurther remuneration or payments of any kind or nature hereunder from and after the Termination Date, the COBRA Benefit, or other than any other such compensation or benefits, except for accrued earned but unpaid salary and accrued but unused vacation Base Salary, any unpaid earned bonuses from the year prior to termination, reimbursement of reasonable expenses incurred prior to termination in accordance with the policy of the Companyterms hereof, and any other payments required by law (“Mandatory Payments”).

Termination for Cause. The Company a) Both parties are entitled – at their own option - to terminate this Agreement prematurely for just cause with or without notice. Just cause shall be presumed in particular in cases where one party 1) becomes insolvent or – voluntarily or involuntarily - applies for insolvency or bankruptcy proceedings of any kind; 2) breaches this Agreement so substantially or with such a lasting effect that the non-breaching party cannot be expected to adhere to this Agreement until the end of the cancellation period; 3) repeats a breach of this Agreement or does not cease a continued breach within two weeks despite written admonition. b) Moreover, MANUFACTURER may terminate this Agreement prematurely – at its own option - with or without notice in cases where 1) DISTRIBUTOR fails to meet the annual minimum quantities as set out in Clause 8 herein by more than 20%. MANUFACTURER shall have the no right to terminate the Executive’s employment Agreement if DISTRIBUTOR proves that the failure to meet the minimum quantities was occurred with the Company at any time without notice for Cause. “Cause” for termination shall be deemed to exist no fault of his own; 2) if any of the following circumstances exist in the reasonable judgment of the Company: DISTRIBUTOR is either (i) in default for more than 60 calendar days in accepting any or all of the Executive has committed Products ordered and does not correct such default after receipt of a warning letter pointing out such default and demanding correction of such default within a reasonable period of time and stating MANUFACTURER’s intention to terminate the Agreement otherwise or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) is repeatedly (at least twice) in default for more than 60 calendar days in accepting any or all of the Executive Products ordered and has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act received above mentioned warning letter after the previous default. DISTRIBUTOR shall also be in default if the contract products have been ordered but cannot be delivered since their payment is not assured. MANUFACTURER shall have no right to terminate the Agreement if DISTRIBUTOR proves that the default was occurred with no fault of material misconduct against the Company or any of its affiliates; (iiihis own; 3) the Executive has violated any fiduciary duty owed shareholders or the management of DISTRIBUTOR have changed without MANUFACTURER’s prior written approval, even though this approval could have been obtained, and where MANUFACTURER refuses retroactive approval for factually justifiable cause. 4) MANUFACTURER shall exercise his right 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 terminate this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) prematurely at the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence latest 3 months after having knowledge of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companycase.

Termination for Cause. The Company shall have the right to may terminate the Executive’s Employee's employment with the Company at any time without notice for Cause, without any obligation to provide notice of termination or pay any amounts in lieu thereof, except to the extent required by applicable employment standards legislation. “For purposes of this Agreement, "Cause” for termination shall be deemed to exist if " means any of the following circumstances exist in the reasonable judgment of the Companyfollowing: (i) following fifteen (15) days advance written notice to the Employee setting forth in reasonable detail the nature of the Cause, the Employee's continued substantial violations of Employee's employment duties or willful disregard of commercially reasonable and lawful directives from the Managing Executive, after Employee has received a written demand for performance from the Managing Executive that sets forth the factual basis for the Company's belief that Employee has committed not substantially performed Employee's duties or engaged in intentional misconduct or gross negligence in willfully disregarded directives from the exercise of his duties under this AgreementManaging Executive; (ii) the Executive Employee's moral turpitude, dishonesty or gross misconduct in the performance of Employee's duties or which has committed theftmaterially and demonstrably injured the finances or future business of the Company or any of its Affiliates as a whole; (iii) following fifteen (15) days advance written notice to the Employee setting forth in reasonable detail the nature of the Cause, forgerythe Employee's material breach of this Agreement or the EPIA; (iv) the Employee's conviction of, or guilty plea to, any indictable offence or any other act of fraud, misappropriation, embezzlement, or any other the like involving the Company's property; or (v) an act of material misconduct against wilful misconduct, disobedience or wilful neglect of duty that is not trivial and has not been condoned by the Company Company; provided, however, that no such act or any of its affiliates; event described in clauses (i) and (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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten paragraph (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viiia) shall constitute Cause for termination even in hereunder if the absence of Employee has fully cured such written notice; act or event during the applicable fifteen (viii15) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written day notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companyperiod.

Termination for Cause. The Company shall have the right to Employer may terminate the ExecutiveEmployee’s employment with the Company at any time without immediately for “cause” by written notice for Causeto Employee. “Cause” for For purposes of this Agreement, a termination shall be deemed to exist for “cause” if the termination results from any of the following circumstances exist in the reasonable judgment of the Company: events: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise Employee’s willful breach of his duties under this Agreement; (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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has Agreement, which breach Employee shall have failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days following Employer’s written notice to Employee specifying the reasons why his performance nature of the breach; (ii) Any documented misconduct by Employee as an executive or director of Employer, or any subsidiary or affiliate of Employer for which Employee is inadequate performing services hereunder, which is material and adverse to the interests, monetary or otherwise, of Employer or any subsidiary or affiliate of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within thirty (30) days following Employer’s written notice to Employee specifying the nature of the neglect or refusal; (iv) Conviction of a crime involving any act of dishonesty or moral turpitude, or the commission of a felony; (v) Adjudication as a bankrupt, which adjudication has not curedbeen 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 satisfaction reasonable, written instructions of the Board of DirectorsDirectors of Employer, provided that the inadequate performance within such 30 daysinstructions do not require Employee to engage in unlawful conduct; or (vii) A willful violation of a material rule or regulation of the Office of the Comptroller of the Currency or of any other regulatory agency governing Employer or any subsidiary or affiliate of Employer. In Notwithstanding any other term or provision of this Agreement to the event the Executivecontrary, if Employee’s employment is terminated at any time for Causecause, Employee shall forfeit all rights to payments and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through the Executive will not receive any Severance Pay, the COBRA Benefit, or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy date of the Companytermination.

Termination for Cause. The Company For purposes of this Agreement the term "Cause" for reduction of the Base Salary or termination of the Term of Employment by Employer shall have mean and include the right to terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” for termination shall be deemed to exist if occurrence of any of the following circumstances exist events in the reasonable judgment good faith determination of the Company: President or the Board: (ia) the Executive The Employee has committed or engaged participated in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed embezzlement, theft, forgery, larceny or fraud, misappropriation, embezzlement, or any other act of material misconduct against the Company has otherwise acted dishonestly with respect to Employer or any of its affiliates; Affiliates or engaged in gross negligence or willful misconduct in the performance of any of the duties and services required of Employee pursuant to this Agreement; (iiib) the Executive The Employee has violated any breached a fiduciary duty or duty of loyalty or fidelity owed to the Company; (iv) the Executive is convicted of, or enters a guilty plea or plea of no contest to a felony Employer or any other crime involving moral turpitude; of its Affiliates; (vc) The Employee has materially defaulted in observing a published policy of the Executive is unable to competently perform his duties under this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury Employer communicated to the reputation, business or business relationships of the Company or that, Employee in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement writing 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 remains in default for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days following written notice specifying of such default by Employer; (d) The Employee has been convicted of or entered a plea of nolo contendere to a felony or a misdemeanor involving moral turpitude; (e) The Employee has violated any law, regulation or ordinance of a governmental entity (other than traffic violations and similar minor offenses), but including any law relating to employment, the reasons why his performance is inadequate and environment, discrimination, libel, slander, assault or other forms of abuse, or has not cured, violated any judicial decree applicable to the satisfaction Employer or any of its Affiliates which violation has or may have a material and adverse affect on the Employer or any of its Affiliates or the ability of the Board Employee to perform his duties hereunder; or (f) The Employee has failed to perform or otherwise defaulted in any of Directors, the inadequate performance within such 30 days. 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, material terms of this Agreement or any other duties assigned to Employee by the President or the Board as provided herein that remain in default for thirty (30) days following written notice of such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companydefault by Employer to Employee.

Termination for Cause. The Company shall have employment of the right to terminate the Executive’s employment with the Company Employee may be terminated for Cause at any time without by the Board; provided, however, that before the Company may terminate the Employee’s employment for Cause for any reason that is susceptible to cure, the Company shall first send the Employee written notice of its intention to terminate this Agreement for Cause, specifying in such notice the reasons for such Cause and those conditions that, if satisfied by the Employee, would cure the reasons for such Cause, and the Employee shall have 60 days from receipt of such written notice to satisfy such conditions. “Cause” If such conditions are satisfied within such 60-day period, the Company shall so advise the Employee in writing. If such conditions are not satisfied within such 60-day period, the Company may thereafter terminate this Agreement for Cause on written Notice of Termination (as defined in Section 9(a)) delivered to the Employee describing with specificity the grounds for termination. Immediately on termination pursuant to this Section 7(a), the Company shall pay to the Employee in a lump sum his then current Base Salary under Section 4(a)(1) on a prorated basis to the Date of Termination (as defined in Section 9(b)). On termination pursuant to this Section 7(a), the Employee shall forfeit (i) his Bonus under Section 4(a)(2) for the year in which such termination occurs, and (ii) all outstanding but unvested Options and other options and rights relating to capital stock of the Company, and all shares of Restricted Stock that as of the termination date are still subject to the restrictions on transfer imposed by Section 4(a)(4) shall be deemed subject to exist if repurchase by the Company as provided in Section 4(a)(4). 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 circumstances exist written notice of default specifying such breach; (2) a breach of any of the provisions of Section 12; (3) repeated intoxication with alcohol or drugs while on Company premises during its regular business hours to such a degree that, in the reasonable judgment of the other managers of the Company: (i) , the Executive has committed Employee is abusive or engaged in intentional misconduct or gross negligence in the exercise incapable of performing his duties and responsibilities under this Agreement; (4) conviction of a felony; or (ii5) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act misappropriation of material misconduct against property belonging to the Company or and/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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Company.

Termination for Cause. The Company shall have the right to terminate the ExecutiveEmployee’s employment with the Company at any time without notice for Cause. “Cause” (as defined below) at any time, without prior notice. In the event of termination of Employee’s employment for termination Cause, all rights of Employee (and Employee’s dependents and legal representatives) under Sections 1, 2 and 3 of this Agreement shall be deemed to exist if any cease as of the following circumstances exist date of such termination. For purposes of this Agreement, termination for “Cause” by the Company will include a determination made by the Company in the reasonable judgment its discretion that Employee: (1) has been convicted of the Company: or pled guilty or nolo contendere to (i) a felony or 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 Executive Company, any of its affiliates, or any of their businesses or reputations, or (ii) a felony or misdemeanor which results in a term of incarceration in any correctional institution; (2) has committed or engaged in intentional misconduct or gross negligence in the exercise conspired to commit an act of his duties under this Agreement; (ii) the Executive has committed dishonesty, theft, forgery, fraud, misappropriation, embezzlementgross carelessness, or any other act of material misconduct against the Company or any of its affiliates; ; (iii3) has engaged in the Executive has violated any fiduciary duty owed to the Company; (iv) the Executive is convicted of, or enters a guilty plea or plea use 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 because of his substantial dependence on alcohol or any controlled illegal drug or intoxicant, or distributed or conspired to distribute any such substance; (vi) the Executive has engaged in , during working hours or at any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships facilities of the Company or thatany 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 significant adverse effect on the Company, in each case, has subjectedany of its affiliates, or if generally known would subjectany of their businesses or reputations; (6) has engaged in a willful or negligent failure to perform duties or services for the Company; (7) has improperly used or disclosed, or conspired to improperly use or disclose, confidential or proprietary information of the Company to public ridicule or embarrassmentany of its affiliates; or (vii) the Executive 8) has violated committed any act or omission that constitutes a material provision breach by Employee of any of Employee’s obligations or agreements under this Agreement Agreement, but only after the Company has provided notice of such breach to Employee and has failed Employee fails or refuses to cure correct such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or provided, however, that no prior notice is required for any event set forth in conditions (viii1) the Executive has failed to adequately perform the material duties through (7), inclusive, of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companythis Section 6(a).

Termination for Cause. The Company shall have the right (a) Advisor may terminate this Agreement upon written notice of termination to terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” for termination shall be deemed to exist Subadvisor if any of the following circumstances exist events (each a “Subadvisor Default”) shall occur in the reasonable judgment of the Company: relation to Subadvisor or MGM: (i1) the Executive has committed commission of an act of theft or engaged in intentional misconduct embezzlement of money or gross negligence in property by MGM against Advisor, the exercise of his duties under this Agreement; (ii) the Executive has committed theftREIT, forgery, fraud, misappropriation, embezzlementand/or their respective Affiliates, or any other act of material fraud, gross negligence or willful 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged by MGM resulting in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputationproperty, business operations or business relationships reputation of Advisor, the REIT, and/or their respective Affiliates; (2) a voluntary termination of this Agreement by Subadvisor prior to the expiration of the Company Term, other than as a result of an Advisor Default; (3) a continuing material breach or that, in each case, has subjected, default by Subadvisor shall occur with respect to any term or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such or any representation or warranty, which default or breach within ten (10) days shall continue for a period of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days after written notice specifying thereof, provided that if, within the reasons why his performance is inadequate thirty (30) day-period following receipt of the written notice thereof, Subadvisor in good faith commences to perform such obligation and has cure such breach or default and thereafter prosecutes to completion with diligence the curing thereof and cures such breach or default within a reasonable time but in no event later than ninety (90) days following receipt of such written notice, then such breach or default shall not curedbe deemed to be a Subadvisor Default. (4) a Change of Control of Subadvisor other than as a result of the death or disability of MGM; (5) the conviction or indictment, or plea of guilty or “no contest” to, a felony which results in injury to the satisfaction property, operations or reputation of Advisor, the REIT, and/or their respective Affiliates; and (6) a Bankruptcy Proceeding. (b) Subadvisor shall provide prompt written notice to Advisor of the Board occurrence of Directorsany Subadvisor Default. (c) Subadvisor may terminate this Agreement effective upon written notice of termination to Advisor if any of the following events (each an “Advisor Default”) shall occur in relation to Advisor: (i) A failure by Advisor to pay any amount due to Subadvisor hereunder within 10 business days after receipt by Advisor of written notice from Subadvisor that such payment is past due; (ii) a continuing material breach or default by Advisor shall occur, the inadequate performance within such 30 days. In the event the Executive’s employment is terminated at with respect to any time for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, term or provision of this Agreement or any other such compensation representation or benefitswarranty, except which default or breach shall continue for accrued but unpaid salary and accrued but unused vacation in accordance with a period of thirty (30) days after written notice thereof, provided that if, within the policy thirty (30) day-period following receipt of the Companywritten notice thereof, Advisor, in good faith commences to perform such obligation and cure such breach or default and thereafter prosecutes to completion with diligence the curing thereof and cures such breach or default within a reasonable time but in no event later than ninety (90) days following receipt of such written notice, then such breach or default shall not be deemed to be an Advisor Default; (iii) a voluntary termination of the Advisory Agreement by Advisor without cause or good reason; (iv) a Bankruptcy Proceeding involving Advisor; (v) any amendment or modification to the Advisory Agreement having a disproportionately adverse effect on Subadvisor as compared to the effect on Advisor; (vi) a voluntary termination of the Agreement by Advisor prior to the expiration of the Term, other than as a result of a Subadvisor Default; or (vii) a Change of Control of Advisor. (d) Advisor shall provide prompt written notice to Subadvisor of the occurrence of any Advisor Default.

Termination for Cause. The Company shall have the right to Adaptec and Employee agree that Adaptec may terminate the ExecutiveEmployee’s employment with the Company and terminate this Agreement at any time without notice “for Cause. “Causecause,” for termination which shall be deemed to exist if include any one or more of the following circumstances exist in the reasonable judgment reasons: (1) A deliberate or serious violation of the Company: Employee’s material duties as assigned by Adaptec’s CEO; (i2) Refusal or unwillingness to perform such material duties in good faith and to the Executive best Employee’s ability upon request by Adaptec’s CEO or his designee; (3) A breach or violation of any other terms or conditions of this Agreement, including the Employee Proprietary Information Agreement; (4) Neglect or poor performance of duties, if not remedied to Adaptec’s CEO’s satisfaction after written notice has committed been given to the Employee by Adaptec’s CEO or engaged in intentional misconduct his designee; (5) Conviction of the Employee of a felony or other crime involving moral turpitude, dishonesty, willful misconduct, misappropriation of funds, habitual insobriety or illegal drug use; (6) Substance abuse or any other action on the part of the Employee involving willful and deliberate malfeasance or gross negligence in the exercise performance of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlementand responsibilities, or any other conduct or act which brings public disrespect, contempt or ridicule upon Adaptec; (7) A deliberate or serious violation 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 oflaw, rule, regulation, constitutional provision, or enters a guilty plea Adaptec policy or plea 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 no contest to a felony or any other crime involving moral turpitude; Adaptec’s CEO constitute justification for Employee’s termination; (v) 8) Prolonged absence from duties without the Executive is unable to competently perform his duties under this Agreement because consent and approval of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (includingAdaptec’s CEO, including but not limited to, unlawful discriminatory conductwhere Employee is permanently disabled, which, from the CEO’s sole discretion, constitutes justification for Employee’s termination; (9) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. In the event the ExecutiveEmployee’s employment is terminated at any time for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companydeath.

Termination for Cause. The Company shall have Subject to Section 3.2, below, the right to President and/or CEO may terminate the Executive’s employment with and all of the Company Company’s obligations under this Agreement (except as provided in Section 10.5, below, and as required by law) at any time without for Cause (defined below) by giving written notice to Executive stating the basis for Causesuch termination, effective immediately upon giving such notice or at such other time thereafter as the President and/or CEO may designate. “Cause” for termination shall be deemed to exist if mean any of the following circumstances exist in the reasonable judgment of the Companyfollowing: (i1) Executive has, in a material way, breached this Agreement or the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act of material misconduct against fiduciary duty he owes to the Company or any other legal obligation or duty he owes to the Company, which breach remains uncured, if possible to cure, to the reasonable satisfaction of its affiliatesthe President and/or CEO for thirty (30) calendar days after Executive receives written notice thereof from the President and/or CEO that specifies in reasonable detail the alleged breach; (iii2) the Executive has violated committed gross negligence or willful misconduct in the performance of Executive’s duties for the Company; (3) Executive has failed in a material way to follow reasonable instructions from the President and/or CEO, consistent with this Agreement, concerning the operations or business of the Company, which failure remains uncured, if possible to cure, to the reasonable satisfaction of the President and/or CEO for thirty (30) calendar days after Executive receives written notice thereof from the President and/or CEO that specifies in reasonable detail the alleged 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 embezzled funds or property of the Company or engaged in any fiduciary duty owed act of dishonesty that involves the business of the Company or causes material damage to the Company; and (iv6) the Executive is convicted of, attempts to misappropriate or enters misappropriates 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy corporate opportunity of the Company, unless the transaction was approved in writing by the President and/or CEO after full disclosure of all details relating to such transaction.

Termination for Cause. The Company shall have the right to Board, by vote of a majority of its members, may terminate the Executive’s employment of Employee with the Company Employer at any time without notice during the Term for “Cause”. For purposes of this Agreement, “Cause” for termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: if, and only if: (i) Employee shall engage, during the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise performance of his duties under this Agreement; 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 Executive has committed theft, forgery, fraud, misappropriation, embezzlement, Board or any other act of material misconduct against the Company or any of its affiliatesEmployer; or (iii) the Executive has violated any fiduciary duty owed to the Company; (iv) the Executive Employee shall materially breach this Agreement, and such breach by its nature, is convicted ofincapable of being cured, or enters such breach remains uncured for more than 30 days following receipt by Employee of written notice from Employer specifying the nature of the breach and demanding the cure thereof. For purposes of this clause (iii), a guilty plea or plea material breach of no contest this Agreement which involves inattention by Employee to a felony or any other crime involving moral turpitude; (v) the Executive is unable to competently perform his duties under this Agreement because shall be deemed a breach capable of his substantial dependence on alcohol or any controlled substance; (vi) cure. Without limiting the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships generality of the Company or that, in each case, has subjected, or if generally known would subjectforegoing, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) following shall not constitute Cause for termination even in of Employee or the absence modification or diminution of such written noticeany of his authority hereunder: (i) any personal or policy disagreement between Employee and Employer, or any member of Employer or its Board; or (viiiii) the Executive has any action taken by Employee in connection with his duties hereunder or any failure to act, if Employee acted or failed to adequately perform act in good faith and in a manner Employee reasonably believed to be in, and not opposed to, the material duties best interest of Employer, and Employee has no reasonable cause to believe his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, conduct was unlawful. Notwithstanding anything herein to the satisfaction contrary, if Employer shall terminate the employment of the Board of Directors, the inadequate performance within such 30 days. In the event the Executive’s employment is terminated at any time Employee hereunder for Cause, Employer shall give at least 30 days prior written notice to Employee specifying in detail the Executive will not receive any Severance Payreason or reasons for Employee’s termination. If the employment of Employee is terminated by Employer for Cause, the COBRA Benefit, or any other such compensation or benefits, except for Employee’s accrued but unpaid salary 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 accrued but unused vacation in accordance with the policy other employee policies and practices of the CompanyEmployer applicable to such termination.

Termination for Cause. The Company shall have the right to may terminate the Executive’s employment with pursuant to the Company terms of this Agreement at any time without for cause by giving written notice of termination. Such termination will become effective upon the giving of such notice. Upon any such termination for Causecause, Executive shall have no further right to compensation, bonus or reimbursement under Section 5. For purposes of this Section 7.02, “Causecause” for termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Companymean: (i) Executive is convicted of a felony which is directly related to Executive’s employment or the Executive has committed business of the Company or engaged in intentional misconduct could otherwise reasonably be expected to have a material adverse effect on the Company’s business, prospects or gross negligence in future stock price which price should be measured over a period of at least six months. Felonies involving the exercise driving of his duties under this Agreementmotor vehicles shall not be grounds for termination; (ii) the Executive Executive, in carrying out his duties hereunder, has been found in a civil action to have committed theft, forgery, fraud, misappropriation, embezzlement, gross negligence or any other act of intentional misconduct resulting in either case in direct material misconduct against the Company or any of its affiliates; (iii) the Executive has violated any fiduciary duty owed 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) the Executive is convicted of, found in a civil action to have materially breached any provision of Section 10 or enters a guilty plea or plea of no contest to a felony or any other crime involving moral turpitudeSection 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 Executive is unable to competently perform his duties under this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships reasonable directions of the Company or thatCompany’s Board of Directors directing Executive to perform services consistent with Executive’s status as an officer of the Company, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the which refusal is not cured by Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving Executive’s receipt of written notice thereofthereof from the Company (provided, except however, that if such breach cannot be cured within ten (10) days and Executive commences the cure thereof and diligently pursues the same, such failure shall not constitute “cause” unless such breach is not cured in its entirety within twenty (20) days of Executive’s receipt of the written notice of breach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the effective performance of his duties; and (vii) Executive’s material breach of any breach obligations of Executive which remains uncured for more than ten (10) days after written notice thereof by the Executive Company to Executive. Executive's failure to comply with the requirements of Sections 6.2(i)-(vi) or (viii) Section 10 of this Agreement shall constitute Cause for termination even a material breach of this Agreement. The term "found in a civil action" shall not apply until all appeals permissible under the absence applicable rules of such written notice; procedure 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 statute have been determined and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companyno further appeals are permissible.

Termination for Cause. The Company shall have the right Company, by action of its Board of Directors, may, by providing written notice to Employee, terminate the Executive’s employment of Employee under this Agreement for "cause" at any time. The term "cause" for purpose of this Agreement shall mean: (i) The refusal of Employee to implement or adhere to lawful policies or directives of the Board of Directors of the Company consistent with this Agreement; or (ii) Employee's conviction of or entrance of a plea of nolo contendere to (A) a felony, (B) to any other crime, which other crime is punishable by incarceration for a period of one (1) year or longer, or (C) other conduct of a criminal nature that may have an adverse impact on the Company s reputation and standing in the community; or (iii) conduct that is in violation of Employee's common law duty of loyalty to the Company; or (iv) fraudulent conduct by Employee in connection with the business affairs of the Company, regardless of whether said conduct is designed to defraud the Company at or others; or (v) theft, embezzlement, or other criminal misappropriation of funds by Employee, whether from the Company or any time without notice for Causeother person; or (vi) any breach of or Employee's failure to fulfill any of Employee's obligations, covenants, agreements, or duties under this Agreement. “Cause” for termination Provided, however, that "cause" pursuant to clause (i) or (vi) shall not 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; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act of material misconduct against unless the Company has given Employee written notice thereof specifying in reasonable detail the facts and circumstances alleged to constitute "cause", and thirty (30) days after such notice such conduct or circumstances has not entirely ceased or been entirely remedied. If Employee's employment is terminated for "cause," the termination shall take effect upon the effective date (pursuant to Section 24 ("Notices") of written notice of such termination to Employee. In the event Employee's employment is terminated for "cause," then except for unpaid accrued vacation, the Company shall have no obligation to pay Employee any of its affiliates; (iii) the Executive has violated any fiduciary duty owed to the Company; (iv) the Executive is convicted ofamounts, 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited toto Base Salary, unlawful discriminatory conduct) that results in substantial injury for or with respect to any period after the reputation, business or business relationships effective date of the Company termination of Employee's employment for "cause," including any obligation under the Incentive Plan or that, in each case, has subjected, or if generally known would subject, the Equity Plan. If the Company attempts to public ridicule or embarrassment; terminate Employee's employment pursuant to this Section 8(a) and it is ultimately determined that the Company lacked "cause," the provisions of Section 8(b) (vii"Termination by the Company—Termination Without Cause") the Executive has violated a material provision shall apply, and Employee's sole and exclusive remedy for such breach of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 Company and/or any other such compensation damages that Employee shall have suffered or benefitsincurred of any nature whatsoever, except shall be to receive the payments expressly called for accrued but unpaid salary and accrued but unused vacation in accordance by Section 8(b) ("Termination by the Company Termination Without Cause") with interest on any past due payments at the policy rate of eight percent (8%) per year from the date on which the applicable payment would have been made pursuant to Section 8(b) ("Termination by the Company—Termination Without Cause") plus Employee's costs and expenses (including but not limited to reasonable attorneys' fees) incurred in connection with such dispute.

Termination for Cause. The Company shall have the right to terminate the Executive’s employment with the Company at any time without notice Termination for Cause. “Cause” for shall mean termination shall be deemed to exist if any because of the following circumstances exist Executive’s (a) willful misconduct or habitual neglect in the reasonable judgment of the Company: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise performance of his duties under this Agreement; , (iib) the Executive has committed theft, forgery, fraud, misappropriation, embezzlementExecutive’s conviction by, or any other act entry 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 guilty or nolo contendere in, a felony or court of competent and final jurisdiction for any other crime involving moral turpitude; felony, (vc) the Executive is unable to competently perform his duties under this Agreement because material breach of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within that remains uncured ten (10) days of receiving following written notice thereof from the Company to Executive , unless such breach is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such breach within such ten (10) day period and shall have cured such breach no later than the thirtieth (30th) day following such written notice by the Company, (d) material violation of Company’s policies, the violation of which by other management employees would be grounds for termination of such other management employees, and that remains uncured ten (10) days following written notice thereof from the Company, unless such violation is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such violation within such ten (10) day period and shall have cured such violation no later than the thirtieth (30th) day following such written notice from the Company, (e) Executive’s perpetration of an intentional and knowing fraud against or affecting the Company, or any customer, agent, or employee thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viiif) material dishonesty, moral turpitude, fraud or misrepresentation with respect to his material duties under this Agreement. For purposes hereof, no act or failure to act on Executive’s part shall constitute Cause for termination even be “willful” unless done or omitted not in good faith and without actual belief that the action or omission was in the absence best interest of such the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a notice of termination which shall include a written notice; or (viii) statement to the effect that Executive has failed to adequately perform the material duties was guilty of his position after having received thirty (30) days written notice conduct justifying termination for Cause and specifying the reasons why his performance is inadequate and has particulars thereof in detail. Executive shall not cured, have the right to the satisfaction receive compensation or other benefits for any period after termination for Cause which have not vested or been earned as of the Board Termination Date. Executive shall have the right to receive compensation or other benefits which have already vested or been earned as of Directors, the inadequate performance within such 30 days. In the event the Executive’s employment is terminated at any time Termination Date for Cause, unless payment of such compensation or benefits is expressly prohibited by the Executive will not receive terms of any Severance Payplan, the COBRA Benefit, program or any other agreement governing such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Company.

Termination for Cause. The Company shall have the right to terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” for termination shall be 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; (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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi6.2 (i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Company.

Termination for Cause. Employee’s employment under this Agreement shall commence on the Effective Date and shall continue indefinitely for no specific term. The Company shall have the right to may terminate the ExecutiveEmployee’s employment with the Company at will at any time upon written notice, with or without notice Cause or advance notice, for Causeany reason or no reason at all, notwithstanding anything to the contrary contained in or arising from any statements, policies or practices of the Company relating to the employment, discipline or termination of its employees. For purposes of this Agreement, “Cause” for termination shall be deemed to exist if mean any of the following circumstances exist in following: (a) the reasonable judgment commission of any act of fraud, embezzlement or willful dishonesty by Employee which adversely affects the business of the Company: ; (ib) any unauthorized use or disclosure by Employee of confidential information or trade secrets of the Company; (c) the Executive refusal or omission by Employee to perform any lawful duties properly required of her under this Agreement, provided that any such failure or refusal has committed been communicated to Employee in writing and Employee has been provided a reasonable opportunity to correct it, if correction is possible; (d) any act or engaged in intentional misconduct omission by Employee involving malfeasance or gross negligence in the exercise performance of his Employee’s duties under this Agreement; 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, (iii) 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written must give Employee notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received 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 specifying and upon the reasons why his performance is inadequate and has not cured, to the satisfaction approval of the Board of Directors, ; (e) conduct on the inadequate performance within such 30 days. In part of Employee which constitutes the event breach of any statutory or common law duty of loyalty to the Executive’s employment is terminated at Company; or (f) any time for Cause, illegal act by Employee which the Executive will not receive any Severance Pay, Board determines adversely affects the COBRA Benefitbusiness of the Company, or any other such compensation or benefitsfelony committed by Employee, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companyas evidenced by conviction thereof.

Termination for Cause. The Company This Contract may be terminated by the County upon written notice to the Operating Agency for just cause (failure to perform satisfactorily) with no penalties incurred by the County upon termination or upon the occurrence of any of the following events in i, ii, iii or iv: i. Should the Operating Agency fail to perform all or any portion of the work required to be performed hereunder in a timely and good workmanlike manner or properly carry out the provisions of the Contract in their true intent and meaning, then in such case, notice thereof in writing will be served upon the Operating Agency, and should the Operating Agency neglect or refuse to provide a means for satisfactory compliance with this Contract and with the direction of the County within the time specified in such notice, the County shall have the power to suspend or terminate the operations of the Operating Agency in whole or in part. ii. Should the Operating Agency fail within five days to perform in a satisfactory manner, in accordance with the provisions of the Contract, or if the work to be done under said Contract is abandoned for more than three days by the Operating Agency, then notice of deficiency thereof in writing will be served upon Operating Agency by the County. Should the Operating Agency fail to comply with the terms of said Contract within five days, upon receipt of said written notice of deficiency, the Executive Director or his designee shall have the power to suspend or terminate the operations of the Operating Agency in whole or in part. iii. In the event that a petition of bankruptcy shall be filed by or against the Operating Agency. iv. If, through any cause, the Operating Agency shall fail to fulfill in timely and proper manner the obligations under this Contract, or if the Operating Agency shall violate any of the covenants, Contracts, or stipulations of this Contract, the County shall thereupon have the right to terminate this Contract by giving written notice to the Executive’s employment with Operating Agency of such termination and specifying the Company effective date thereof, at any time without notice for Causeleast five days before the effective date of such termination. “Cause” for termination In such event, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports prepared by the Operating Agency or under this Contract shall, at the option of the County become its property and the Operating Agency shall be deemed entitled to exist if receive just and equitable compensation for 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; (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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companywork satisfactorily completed.

Termination for Cause. Employee’s employment under this Agreement shall commence on the Start Date, and shall continue indefinitely for no specific term. The Company shall have the right to may terminate the ExecutiveEmployee’s employment with the Company at will at any time upon written notice, with or without notice Cause or advance notice, for any reason or no reason at all, notwithstanding anything to the contrary contained in or arising from any statements, policies or practices of the Company relating to the employment, discipline or termination of its employees; provided that in the event of any purported termination for Cause, Employee shall be given advance notice of such termination and an opportunity to appear before the Board (with counsel) before the termination of employment occurs. For purposes of this Agreement, “Cause” for termination shall be deemed to exist if mean any of the following circumstances exist in following: (a) the reasonable judgment commission of any act of fraud, embezzlement or willful dishonesty by Employee which materially and adversely affects the business of the Company: ; (ib) any unauthorized use or disclosure by Employee of confidential information or trade secrets of the Company that constitutes a willful and material breach of the Employee’s obligations under applicable laws or the PIIAA described below; (c) the Executive willful refusal or willful omission by Employee to perform any lawful duties properly required of him under this Agreement, provided that any such failure or refusal has committed been communicated to Employee in writing (which specifies the circumstances purportedly constituting Cause) and Employee has been provided a reasonable opportunity to correct it (if reasonable correction is possible); (d) any willful act or engaged in intentional misconduct willful omission by Employee involving malfeasance or gross negligence in the exercise performance of his Employee’s duties under this Agreementto, or willful and material deviation from any of lawful and reasonable policies or directives of, the Company, provided, however, that in the case of deviations from policies or directives, the Company must give Employee notice of such deviations and, if curable, an opportunity to cure or correct the deviation; (iie) willful conduct on the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, part of Employee which constitutes the material breach of any statutory or any other act common law duty of material misconduct against the Company or any of its affiliates; (iii) the Executive has violated any fiduciary duty owed loyalty to the Company; or (ivf) any illegal act by Employee constituting a felony which the Executive is convicted ofBoard determines materially and adversely affects the business of the Company. For purposes of this definition, no act or failure to act, on Employee’s part shall be considered “willful” unless done, or enters a guilty plea omitted to be done, by Employee not in good faith and without reasonable belief that his action or plea omission was in the best interest of no contest the Company. Notwithstanding the foregoing, the Company cannot terminate Employee for Cause based on circumstances that were known to a felony senior executive or any other crime involving moral turpitude; (v) the Executive is unable to competently perform his duties under this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships director of the Company or that, in each case, has subjected, or if generally known would subject, (other than Employee himself) for more than six months before the Company gave Employee Notice of Termination for Cause pursuant to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. 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 such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the CompanyAgreement.

Termination for Cause. The Company shall have the right to terminate the Executive(a) Employee’s employment with the Company at any time without notice for Cause. “Cause” for termination under this Agreement shall be deemed to exist if be terminated upon the occurrence of any of the following circumstances exist in the reasonable judgment events that shall constitute “Cause”, at Employer’s election, immediately upon Employer giving written notice of the Company: such termination to Employee: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise Employee’s conviction of his duties under this Agreement; (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 a crime involving moral turpitude; . (vii) the Executive is unable Employee’s failure or refusal to competently perform his duties under this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged follow, in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subjectmaterial respect, the Company lawful instructions of Employer or the bylaws, policies, standards or regulations of Employer, which from time to public ridicule time may be established or embarrassment; changed, and such failure or refusal is not cured within fifteen (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (1015) days of receiving written notice thereofof such violation from Employer. (iii) Employee’s continued failure or refusal to faithfully and diligently perform, except that in any breach by material respect, the Executive usual and customary duties of Sections 6.2(i)-(viEmployee’s employment hereunder, and such failure or refusal is not cured within fifteen (15) or days of receiving written notice of such violation from Employer. (viiiiv) Employee’s conduct is fraudulent and such conduct is not cured within fifteen (15) days of receiving written notice to cure such conduct from Employer. No termination for Cause may occur unless a written notice under this Section 7(a) shall constitute Cause for termination even specify the alleged violations in the absence of such written notice; or (viii) the Executive has failed sufficient detail as to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction apprise Employee of the Board default or failure, and Employer’s expectations of Directors, the inadequate performance within such 30 days. what Employee needs to do to cure same. (b) In the event that Employer fails to pay Employee any installment of the Executivebase salary or other amounts owed to Employee under Sections 3(a) through e) when due, and such non-payment is not cured within fifteen (15) days after Employee shall have notified Employer in writing of such non-payment, then Employee, provided that Employee is not in default with respect to any of Employee’s obligations under this Agreement, shall have the option to terminate Employee’s employment is under this Agreement immediately upon Employee giving written notice of such termination to Employer, and Employee shall receive from Employer the severance pay and other compensation set forth in paragraph 2 of this Agreement, as though he had been terminated at any time for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, or any other such compensation or benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companyby Employer without cause.

Termination for Cause. The Company 13.1 In the event that either Party should commit a breach of any of its obligations under this Agreement, and shall have not cured such breach within [***] days after receipt of written notice of breach from the other Party, then such other Party shall have the right to terminate the Executive’s employment this Agreement immediately by written notice. [***] Certain information on this page has been omitted and filed separately with the Company at any time without notice Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 In the event that either Party should become insolvent or make an assignment for Cause. “Cause” for termination shall the benefit of creditors or proceedings in voluntary or involuntary bankruptcy should be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: (i) the Executive has committed instituted against it or engaged in intentional misconduct a receiver or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act of material misconduct against the Company or any trustee of its affiliates; (iii) property should be appointed, then the Executive has violated any fiduciary duty owed other Party shall have the right to terminate this Agreement forthwith by written notice. 13.3 In the event that PharmaForm is not able to manufacture the Product according to the Company; Specifications stated in Appendix I or for any reason should be unable (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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, including but not limited toto cases of Force Majeure) to supply the Product for a consecutive [***] month period or for a total of [***] months non-consecutively in one calendar year (whether in the quantities ordered or at all), unlawful discriminatory conduct) Corcept shall have the right to terminate this Agreement forthwith by written notice. The right to terminate is in addition to any other remedy available at law or in equity. 13.4 In the event that results PharmaForm shall fail to promptly secure or renew any license, registration, permit, authorization, or approval necessary for the conduct of its business in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjectedmanner contemplated by this Agreement, or if generally known would subjectany such license, registration, permit, authorization, or approval is revoked or suspended and not reinstated within [***] days or if reinstatement is not possible within [***] days, diligent efforts are not being made by PharmaForm to effect such reinstatement, then Corcept shall have the Company right to public ridicule terminate this Agreement immediately by written notice. 13.5 On termination or embarrassment; (vii) the Executive has violated a material provision expiration of this Agreement, PharmaForm shall take reasonable measures to cease any ongoing production of Product and limit further expenses associated with such ongoing production. Expiration or termination of this Agreement and has failed shall be without prejudice to cure such breach within ten (10) days of receiving written notice thereof, except any rights or obligations that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, accrued to the satisfaction benefit of the Board of Directors, the inadequate performance within either party prior to such 30 daysexpiration or termination. In the event of any termination or expiration, PharmaForm shall promptly return (1) any remaining inventory of Compound or other materials received from Corcept (including the Executive’s employment is terminated at any time Corcept Starting Materials), (2) all remaining inventories of Product (subject to payment by Corcept of the applicable Price for Causesuch Product), the Executive will not receive any Severance Pay, the COBRA Benefit, or and (3) any other such compensation Product or benefitsmaterial being stored for Corcept, except for accrued to Corcept at Corcept’s expense, but unpaid salary and accrued but unused vacation in accordance with not including the policy of the CompanyPharmaForm Starting Materials.

Termination for Cause. A. The Company shall have the right to terminate the Executive’s employment with the Company at occurrence of any time without notice for Cause. “Cause” for termination shall be deemed to exist if any one or more of the following circumstances exist events will constitute an event of default: 1) PROFESSIONAL’s persistent failure to perform the Services in accordance with the reasonable judgment of the Company: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act Documents (including, but not limited to, unlawful discriminatory conductfailure to supply sufficiently skilled workers, suitable materials or equipment, or to adhere to project schedules as adjusted from time to time by the Parties); 2) that results in substantial injury to the reputation, business PROFESSIONAL’s disregard of applicable laws or business relationships regulations; 3) PROFESSIONAL’s disregard of the Company or that, authority of the CITY’s Agent; 4) PROFESSIONAL’s violation in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a any material provision way of any provisions of this Agreement and the Agreement Documents; 5) Failure of PROFESSIONAL to pay subcontractors and/or material suppliers; 6) PROFESSIONAL’s violation of CITY’s ethics policy or the Ethics Requirements contained herein; or 7) CITY designates a Key Person, and that Key Person is no longer employed by PROFESSIONAL. B. If one or more of the events identified in paragraph (a) occur, the CITY may, at its sole discretion, choose to either terminate this Agreement at the time of CITY’s choosing upon written notification to the PROFESSIONAL, or provide a Corrective Action Request to PROFESSIONAL. C. If PROFESSIONAL fails to initiate such Corrective Action or submit an acceptable plan within the aforementioned timeframe, or fails to follow through on completion of the plan, CITY may take any or all of the following actions without affecting the contracted price or schedule: 1) CITY personnel may direct PROFFESIONAL to cease performance on all or part of the Agreement until satisfactory Corrective Action has failed been taken; 2) CITY may have others take Corrective Action necessary to cure achieve compliance with the Agreement. CITY may deduct the cost of such breach within ten (10) days of receiving written notice thereofCorrective Action by others from any moneys due to PROFESSIONAL. Corrective Action by others shall be taken when, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence judgment of such written notice; CITY, the noncompliance threatens safety, unreasonably interferes with or (viiidelays the work of others, or otherwise creates a situation the resolution of which cannot be delayed without adversely impacting quality, cost or timely completion; 3) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction CITY may seek any of the Board of DirectorsRemedies set forth further in this Agreement; and/or 4) CITY may Terminate for Cause as provided herein. D. If this Agreement has been so terminated by CITY, the inadequate performance within such 30 daystermination will not affect any rights or remedies of CITY against PROFESSIONAL or any surety then-existing or which may thereafter accrue. In the event the Executive’s employment No retention or payment of moneys due PROFESSIONAL by CITY will release PROFESSIONAL from liability. E. If it is ever determined that CITY wrongfully terminated at any time PROFESSIONAL for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, or any other such compensation or benefits, except termination shall be converted to a termination for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of the Companyconvenience.

Termination for Cause. The Company Corporation shall have the right to terminate the Executive’s employment with the Company at any time without notice this Agreement for Cause. “Causecause,” for termination which shall mean and be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: limited to: (i) Failure of ▇▇▇▇▇▇ ▇▇▇▇ to be the Executive has committed or engaged in intentional misconduct or gross negligence in active Managing Member of the exercise of his duties under this Agreement; Adviser; (ii) Failure of the Executive has committed theftAdviser to find and retain an acceptable replacement upon the departure of a Senior Professional in accordance with Paragraph ; (iii) A material breach of law/ or the terms, forgerycovenants or conditions on the part of the Adviser to be performed hereunder; or (iv) Any termination of the warehouse facilities (“Warehouse Facilities”), fraudthe collateralized loan obligation (“CLO”) or any agreement or arrangement relating to financing of the Velocity Assets on account of a default under the Warehouse Facilities, misappropriation, embezzlement, CLO or any other act of material misconduct against the Company such agreement or arrangement that shall have been attributable to any of its affiliates; (iii) the Executive has violated any fiduciary duty owed to the Company; (iv) the Executive is convicted of, action 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 because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships inaction of the Company Adviser and/or its affiliates due to gross negligence, willful misconduct or that, in each case, has subjected, intentional breach of the material terms of the Warehouse Facilities or if generally known would subject, the Company other financing arrangements. Any notice of termination for “cause” given by Client pursuant to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written noticeParagraph ; or (viii) , shall specify in writing in reasonable detail the Executive has failed to adequately perform reason for such termination that is the material duties of his position after having received cause for giving such notice. Adviser will have thirty (30) days written notice specifying the reasons why his performance is inadequate and has not curedto cure, to the reasonable satisfaction of Client, any such breach charged by Client; provided, however, with respect to Paragraph , any right to cure shall only be granted to the Board extent of Directorsany such right granted under the applicable Warehouse Facilities, the inadequate performance within such 30 CLO or other financing agreement up to a maximum of thirty (30) days. In all other cases of a termination of the event the Executive’s employment is terminated at any time Agreement for Causecause, the Executive Agreement shall terminate 30 days after such notice of termination for cause, unless Adviser has, as determined by Client in its sole discretion, satisfactorily cured such breach. Should the Clients terminate this Agreement for cause, the Corporation will not receive have any Severance Pay, further financial obligations to the COBRA Benefit, or any Adviser other such compensation or benefits, except than payment for accrued but unpaid salary services due under the terms of this Agreement and accrued but unused vacation in accordance with the policy of Corporation and/or its subsidiaries shall not have any obligation to sell any assets to the CompanyAdviser, as otherwise hereinafter set forth.