Common use of Termination for Cause Clause in Contracts

Termination for Cause. (a) NRF may terminate this Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.

Termination for Cause. Upon the termination of Executive’s employment by the Company for Cause (aas defined below), the Company shall have no further obligation hereunder, except for the payment of any Accrued Obligations (as defined in paragraph 1(f) NRF may terminate this Agreementbelow). As used herein, effective upon 60 days’ prior written notice of termination from the Board of Directors to Asset Manager if “Cause” shall mean: (i) Asset Manager engages the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any act of fraudother way the Company’s obligations under this Agreement; provided, misappropriation of fundsfurther, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or embezzlement against NRF or any of its subsidiariesotherwise dropped and there is not otherwise grounds to terminate Executive’s employment for Cause; (ii) Asset Manager breachesa material breach by Executive of a fiduciary duty owed to the Company, provided that the Reporting Officer determines, in bad faithhis/her good faith discretion, any provision of this Agreement or there that such material breach undermines his/her confidence in Executive’s fitness to continue in his position, as evidenced in writing from the Reporting Officer (it being understood that the determination as to whether such material breach occurred is an event of gross negligence on the part of Asset Manager not in the performance good faith discretion of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written noticeReporting Officer); (iii) there is a commencement material breach by Executive of any proceeding relating of the covenants made by Executive in Section 2 hereof, provided, however, that in the event such material breach is curable, Executive shall have failed to Asset Manager’s bankruptcy or insolvencyremedy such material breach within ten (10) days of Executive having received a written demand for cure by the Reporting Officer, including an order for relief which demand specifically identifies the manner in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition which the Company believes that is not dismissed Executive has materially breached any of the covenants made by Executive in 60 daysSection 2 hereof; (iv) there is Executive’s continued willful or gross neglect of the material duties required by this Agreement following receipt of written notice signed by the Reporting Officer which specifically identifies the nature of such willful or gross neglect and a dissolution of Asset Manager; or reasonable opportunity to cure, (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination knowing and material violation by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance Executive of any material termCompany policy pertaining to ethics, condition wrongdoing or covenant contained in this Agreement conflicts of interest, and such default shall continue for a period of 60 days (vi) any act or 90 days if NRF takes steps omission which occurred prior to cure such breach within 30 days of the written notice) after written notice thereof specifying such default Effective Date and requesting that which would have constituted “Cause” under the same be remedied in such 60-day periodprevious employment agreement between Executive and the Company (the “Previous Employment Agreement”). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.

Termination for Cause. The Company may, during the Term, upon notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) NRF may terminate the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this AgreementEmployment Agreement shall remain in full force and effect in accordance with their terms. As used herein, effective upon 60 days’ prior written notice the term “Cause” shall refer to the termination of termination from the Board Executive’s Employment as a result of Directors to Asset Manager if any one or more of the following: (i) Asset Manager engages in any act of fraud, misappropriation of fundsconviction of, or embezzlement against NRF or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of its subsidiariesthe law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) Asset Manager breachesany willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, in bad faithother than such failure resulting from his Disability (as defined below); provided, any provision that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Agreement Section 6.1, no act or there is an event of gross negligence failure to act, on the part of Asset Manager the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 best interest of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REITCompany. Notwithstanding The Executive shall have the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps opportunity to cure any such breach acts or omissions (other than clause (i) above) within 30 thirty (30) days of the written notice) after written Executive’s receipt of a notice thereof specifying such default and requesting that from the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b)Company finding that, Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futuregood faith opinion of the Company, the Executive is guilty of acts constituting “Cause.”

Termination for Cause. (aI) NRF 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, effective upon 60 days’ prior . City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a clause for termination from the Board of Directors to Asset Manager if (i) Asset Manager engages for this reason in any act of fraudsubcontract, misappropriation of fundspurchase 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 embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision indirect costs which may arise from termination of this Lease Agreement in whole or there is an event in part for this cause. (II) Subject to the rights of gross negligence any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of Asset Manager the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the performance non-defaulting party shall be entitled to all benefits, remedies, or rights afforded by law; or 2) upon or after the happening of its duties under any one of the following events: i) The filing by any party of a voluntary petition in bankruptcy; ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement and, in each case if it has as a Material Adverse Effect on NRF and, with respect bankrupt pursuant 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); (proceedings; iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination The taking by a court of competent jurisdictionjurisdiction 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 Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the structure of the Leased Premises if any, in a non-appealable binding orderaccordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the Internal Revenue Servicefoundation, in a closing agreement made under section 7121 walls, roof or ceiling of the Code, that a provision Leased Premises in accordance with the provisions of Section 6(A)(I) of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRFLease Agreement. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.

Termination for Cause. Employee’s employment under this Agreement have no specific term. The Company may terminate Employee’s employment with the Company at will at any time upon written notice, with or without Cause or advance notice, for 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. For purposes of this Agreement, “Cause” shall mean any of the following: (a) NRF may terminate this Agreementthe commission of any act of willful dishonesty by Employee in connection with the Company’s business or any act of fraud or embezzlement by Employee; (b) a breach of the Company’s Employee Proprietary Information and Invention Agreement or a breach in any material respect by the Executive of any other contract the Employee is a party to with the Company; (c) the refusal or omission by Employee to perform any lawful duties properly required Employee, effective upon 60 days’ prior written notice provided that any such failure or refusal has been communicated to Employee in writing and Employee has been provided a reasonable opportunity to correct it, if correction is possible; (d) any act or omission by Employee involving malfeasance or gross negligence in the performance of termination Employee’s duties to, or material deviation from any of the Board policies or directives of, the Company, provided, however, that in the case of Directors to Asset Manager deviations from policies or directives if a cure is not reasonably possible in the circumstances, (i) Asset Manager engages in any act the Company must give Employee notice of fraudsuch deviations within thirty (30) days of the Board becoming aware of such an occurrence, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breachesEmployee must be given thirty (30) days to cure or correct the deviation, in bad faithif curable, any provision and (iii) Employee may only be terminated for Cause if the deviation remains uncured after thirty (30) days, if curable, following written notice and upon the approval of this Agreement or there is an event of gross negligence the Board; (e) conduct on the part of Asset Manager in Employee which constitutes the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating statutory or common law duty of loyalty to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Managerthe Company; or (vf) unless any illegal act by Employee which the Board determines adversely affects the business of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding orderCompany, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination any felony committed by NRFEmployee. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.

Termination for Cause. (a) NRF First Busey may terminate this Agreement, effective upon 60 days’ prior Agreement and Executive’s employment hereunder for Cause by delivering written notice of termination from to Executive no less than thirty (30) days before the Board effective date of Directors termination. First Busey may provide for an earlier date of termination provided First Busey pays to Asset Manager if Executive the Base Salary which would have been earned during such notice period. “Cause” for termination will exist if: (i) Asset Manager Executive engages in one or more unsafe and unsound banking practices or material violations of a law or regulation applicable to First Busey or its subsidiaries, any act repeated violations of frauda policy of First Busey after being warned in writing by the Board and/or a senior officer not to violate such policy, misappropriation any single violation of fundsa policy of First Busey if such violation materially and adversely affects the business or affairs of First Busey, or embezzlement against NRF a direction or any order of its subsidiariesthe Board and/or one of Executive’s senior officers; (ii) Asset Manager breaches, Executive engages in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith of fiduciary duty or gross negligence, if act of dishonesty involving the effects affairs 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)First Busey; (iii) there Executive is a commencement removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act or any proceeding relating to Asset Manager’s bankruptcy other applicable State 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 daysFederal law; (iv) there is Executive commits a dissolution material breach of Asset ManagerExecutive’s obligations under this Agreement; or (v) unless Executive fails to perform Executive’s duties to First Busey with the degree of skill, care or competence expected by the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REITand/or Executive’s senior officers. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement If Executive’s employment is terminated pursuant to this Section 12(b4(b), Asset Manager then First Busey shall only be entitled required to any pay Executive such Base Salary and all damages unused vacation as shall have accrued through the effective date of such termination and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureFirst Busey shall have no further obligations to Executive.

Termination for Cause. (a) NRF may The Company shall have the right to terminate this Agreement, effective upon 60 days’ prior written 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 termination from the Board following circumstances exist in the reasonable judgment of Directors to Asset Manager if the Company: (i) Asset Manager engages 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 fraud, misappropriation of funds, or embezzlement material misconduct against NRF the Company or any of its subsidiariesaffiliates; (iiiii) Asset Manager breachesthe Executive has violated any fiduciary duty owed to the Company; (iv) the Executive is convicted of, in bad faith, or enters a guilty plea or plea of no contest to a felony or any provision of this Agreement or there other crime involving moral turpitude; (v) the Executive is an event of gross negligence on the part of Asset Manager in the performance of its unable to competently perform his duties under this Agreement and, in each case if it has a Material Adverse Effect because of his substantial dependence on NRF and, with respect to a breach in bad faith alcohol 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)any controlled substance; (iiivi) there is a commencement of the Executive has engaged in any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; act (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, directunlawful discriminatory conduct) that results in substantial injury to the reputation, indirectbusiness or business relationships of the Company or that, specialin each case, consequentialhas subjected, speculative 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 punitive damageshas failed to cure such breach within ten (10) days of receiving written notice thereof, as well as lost future profits and business except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the futureabsence 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. This Agreement may be terminated for cause as hereinafter defined. "CAUSE" shall mean: (ai) NRF may terminate this AgreementExecutive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, effective upon 60 as a result of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days’ ' prior written notice of termination from Employer's intention to terminate his employment for any cause (except Executive's death) specifying the Board of Directors grounds for such termination, a reasonable opportunity to Asset Manager if (i) Asset Manager engages in cure any act of fraud, misappropriation of funds, conduct or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligenceact, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the effects Executive Committee his position regarding any dispute relating to the existence of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period)cause. In the event that this Agreement is terminated pursuant of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to this Section 12(b)make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, Asset Manager then Employer shall only be entitled required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any and all damages and legal remedies arising from performance bonus with respect to the then current fiscal year of Employer, or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futurehave any further obligations to Executive.

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 (ai.e., three of five members) NRF may terminate this Agreementat a duly noticed Board meeting, effective upon 60 days’ prior the District shall provide to Employee a written notice of termination. The written notice of termination from 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 Asset 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 if (i) Asset Manager engages in as a result of any act of fraud, misappropriation of fundsdecision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breachesas may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in bad faith, any provision this Agreement. For purposes of this Agreement or there is an event Agreement, the following will justify termination for cause: 1. Loss of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order mental capacity for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation more than six consecutive months as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination 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, in a whether by alcohol or non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 prescription drugs; 5. Extended absence without leave; 6. Violation of the CodeFederal, that a provision of this Agreement caused State or will cause NRF to fail to satisfy a requirement for qualification as a REIT andDistrict discrimination laws or policies, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, directrace, indirectreligious creed, specialcolor, consequentialnational origin, speculative and punitive damagesancestry, as well as lost future profits and business physical handicap, marital status, sex or age concerning either members of the general public or District employee(s) while acting in the futurecourse and scope of employment, and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or subscribe any oath or affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an activity that is in actual contravention of statute, such as, but not necessarily limited to, the Brown Act, Public Records Act, ethics laws or Political Reform Act of 1974.

Termination for Cause. (a) NRF Company may terminate Executive’s employment pursuant to the terms of this Agreement, effective upon 60 days’ prior Agreement at any time for cause by giving written notice of termination. Such termination from will become effective upon the Board giving of Directors such notice. Upon any such termination for cause, Executive shall have no right to Asset Manager if compensation, bonus or reimbursement under Section 5. For purposes of this Section 7.02, “cause” shall mean: (i) Asset Manager engages in any act Executive is convicted of frauda felony which is directly related to Executive’s employment or the business of Company or could otherwise reasonably be expected to have a material adverse effect on Company’s business, misappropriation prospects or future stock price which price should be measured over a period of funds, or embezzlement against NRF or any at least six months. Felonies involving the driving of its subsidiariesmotor vehicles shall not be grounds for termination; (ii) Asset Manager breachesExecutive, in bad faithcarrying out his duties hereunder, any provision of this Agreement or there is an event of has been found in a civil action to have committed gross negligence on the part of Asset Manager or intentional misconduct resulting in the performance of its duties under this Agreement and, either case in each case if it has a Material Adverse Effect on NRF and, with respect direct material harm 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)Company; (iii) there Executive is found in a commencement of any proceeding relating civil action to Asset Manager’s bankruptcy or insolvency, including an order for relief have breached his fiduciary duty to Company resulting in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 daysdirect profit to him; (iv) there Executive is found in a dissolution civil action to have materially breached any provision of Asset ManagerSection 9 or Section 10; or (v) unless 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 Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws Company, which refusal is no longer desirablenot cured by Executive within twenty (20) days of Executive’s receipt of written notice thereof from Company (provided, 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 Codehowever, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT andif such breach cannot be cured within twenty (20) days and Executive commences the cure thereof and diligently pursues the same, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee failure shall not constitute grounds for termination by NRF. “cause” unless such breach is not cured in its entirety within thirty (b30) Asset Manager may terminate this Agreement effective upon 60 days’ prior days of Executive’s receipt of the written notice of termination to NRF in breach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the event that NRF shall default in the effective performance or observance of his duties; and (vii) Executive’s material breach of any material term, condition or covenant contained in this Agreement and such default shall continue obligations of Executive which remains uncured for a period of 60 more than twenty (20) days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that by Company to Executive. Executive's failure to comply with the same be remedied in such 60-day period). In the event that requirements of Section 9 of this Agreement is terminated pursuant to shall constitute a material breach of this Section 12(b), Asset Manager Agreement. The term "found in a civil action" shall be entitled to any not apply until all appeals permissible under the applicable rules of procedure or statute have been determined and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureno further appeals are permissible.

Termination for Cause. (a) NRF may terminate this Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties Employee's employment under this Agreement andmay be terminated by Employer for "good cause." Upon such termination, in each case if it has a Material Adverse Effect on NRF and, with respect Employer's obligation to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT compensate Employee under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT andshall in all respects cease, except that Employer shall pay Employee, within 60 thirty (30) days of such determinationtermination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify any Accrued Compensation as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying time of such default termination and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager Employee shall be entitled to any Accrued Benefits as of the time of such termination when and all damages 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 legal remedies arising 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 from the President or stating with specificity the nature of such failure or refusal in connection with such default the performance of duties and affording Employee at least fifteen (15) days to correct the act or omission complained of; 7.5. Gross negligence, theft of Employer's property, material violation by Employee of any duty of loyalty to Employer or any other material misconduct on the part of Employee; or 7.6. Material violation of any employee policy manual, in effect at that time, including, but not limited towithout limitation, directthe receipt of any kickback or side payment from any customer, indirectservice provider, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futuresupplier or vendor.

Termination for Cause. Buyer may terminate this Order, or any part hereof, for cause, in the event of any (a) NRF may terminate default by Vendor or if Vendor fails to comply with any of the terms and conditions of this AgreementOrder; or (b) Vendor defaults on a material debt obligation, effective upon 60 days’ prior written notice of termination from the Board of Directors to Asset Manager if (i) Asset Manager engages becomes insolvent, files a voluntary petition in any act of fraudbankruptcy, misappropriation of fundsis adjudicated bankrupt, or embezzlement against NRF has a receiver or trustee appointed for a substantial part of any of its subsidiariesproperty; or (iic) Asset Manager breachesVendor makes a material liquidation of assets, in bad faithor reorganization or insolvency proceedings are commenced by or against Vendor; then Buyer shall have the right to terminate this Order. Vendor shall have 10 days to submit an acceptable plan to cure such default to Buyer (unless the default is due to a material threat to health, any provision of this Agreement safety or there is the environment), and such an event of gross negligence on 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 part of Asset Manager more stringent requirements regarding timing shall prevail. Notwithstanding the foregoing, in the performance of its duties under 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 Agreement andOrder, in each case if 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 failure to perform or comply with the terms of this Order, in addition to any and all rights and remedies provided by this Order or by law. If it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination determined by a court of competent jurisdiction, in a non-appealable binding orderthat Buyer improperly terminated this Order for cause, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futuredeemed a termination for convenience.

Termination for Cause. (a) NRF may Myomo shall be entitled to terminate this Agreement, effective upon 60 days’ prior written Agreement and Executive’s employment immediately and without notice for “Cause”. Termination for “Cause” shall mean termination based upon: (i) the failure by Executive to follow directions of termination from the Board of Directors to Asset Manager if (i) Asset Manager engages in any act the handling of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiariesmaterial matters which are consistent with Executive’s position; (ii) Asset Manager breachesthe willful or continued engagement by Executive in conduct which is materially injurious to Myomo, in bad faithmonetarily or otherwise, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, directthe disclosure by Executive of Confidential Information (as defined in paragraph 5(a)(i)), indirectwhich is inconsistent with Executive’s responsibilities set forth in Paragraph 2(b), specialbreach by Executive of his fiduciary duties to Myomo, consequentialviolation by Executive of any restrictive covenant, speculative and punitive damagesincluding covenants not to compete, to solicit Myomo’s clients or employees or disparage Myomo or their officers, employees, business partners, affiliates or representatives, as well further defined in paragraph 5 below; (iii) a conviction of, a plea of nolo contendere, a guilty plea or confession by Executive to an act of fraud, misappropriation or embezzlement or to a felony; (iv) Executive’s use, sale or possession of illegal substances, or habitual intoxication while conducting Myomo’s business; (v) a violation of Myomo’s employment policies as lost future profits and business specified in the futureEmployee Handbook; (vi) a material breach by Executive of this Agreement; or (vii) Executive’s willful absence from his employment or willful failure or refusal to perform or gross neglect in the performance of his duties or responsibilities hereunder. Where reasonable, prior to termination under subparagraphs (i) or (v) above, Myomo will provide Executive with written notice of any act or omission it believes constitutes Cause for termination, including stating the reasons for such belief, and Executive shall have thirty (30) days to cure and/or to present his position regarding the matter. In the event of termination of Executive by Myomo for Cause, Myomo shall have no obligation to pay Executive anything other than any salary earned to date and to provide him with any benefit continuation rights as required by law. A termination for Cause will be effective upon Myomo’s delivery to Executive of a written notice advising him of his termination, provided that 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 thirty first (31st) calendar day after Executive’s receipt of said notice if the conduct constituting Cause has not, in the Company’s opinion, been corrected by Executive.

Termination for Cause. The Board may terminate Executive for cause immediately, without notice, if Company reasonably concludes that Employee has committed fraud, theft, embezzlement, misappropriation of Company funds or other property, or any felony. The Board may also terminate Executive for cause for any of the following: (a) NRF may terminate this Agreement, effective upon 60 days’ prior written notice Breach by Executive of termination from the Board of Directors to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any material provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF.Agreement; (b) Asset Manager 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 effective upon 60 days’ prior for cause by giving written notice of termination to NRF Executive, provided, however, if the Board declares Executive to be in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement under subsection (a) above because Executive fails to substantially perform his material duties and responsibilities under this Agreement, the Board shall deliver a written demand for substantial performance of such default duties and responsibilities to Executive. Such demand must identify the manner in which the Board believes that Executive has not substantially performed his duties, and Executive shall continue for have a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days to correct the deficient performance. Upon termination for cause, the obligations of the written notice) after written notice thereof specifying such default Executive and requesting that the same be remedied in such 60-day period). In the event that Company under this Agreement shall immediately cease. Such termination shall be without prejudice to any other remedy to which Company may be entitled either at law, in equity, or under this Agreement. If Executive’s employment is terminated pursuant to this Section 12(b)paragraph, Asset Manager Company shall pay to Executive (i) Executive’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive’s accrued but unpaid Annual Bonus, if any; and (iii) business expenses incurred prior to the effective date of termination. Executive shall not be entitled to continue to participate in any and all damages and legal remedies arising from employee benefit plans except to the extent provided in such plans for terminated participants, or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futuremay be required by applicable law.

Termination for Cause. At any time during the Employment Term, the Company shall have the right, exercisable by serving notice effective in accordance with its terms, to terminate the Executive's employment under this Agreement and discharge the Executive for Cause. If such right is exercised, then, subject to applicable law, the Company's obligation to the Executive shall be limited to the payment of any unpaid Annual Salary, Additional Compensation and other benefits, if any, accrued up to the effective date specified in the Company's notice of termination (a) NRF may terminate which date shall not be retroactive). As used in this Section 5.2 and elsewhere in this Agreement, effective upon 60 days’ prior written the 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 of termination from thereof, and which shall include, without limitation, the willful and continued failure or refusal by Executive to perform the material duties for which he is employed or which are assigned to him hereunder or chronic absenteeism; (ii) the Executive has knowingly, willfully and persistently failed or refused to follow the reasonable policies and directives established by the Board of Directors or executive officers of the Company senior to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice)Executive; (iii) there is a commencement the Executive has wrongfully misappropriated money or other assets or properties of the Company or any proceeding relating to Asset Manager’s bankruptcy subsidiary or insolvencyaffiliate of the Company, 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 dayshas committed fraud; (iv) there is a dissolution the Executive has been convicted of Asset Manageror plead "nolo contendere" to any felony; or (v) the Executive's alcoholism or drug addiction, unless Executive agrees to seek treatment from a treatment program approved by the Company and promptly commences and completes the program. The determination on behalf of the Company as to whether "cause" exists shall be made by a majority vote of the Company's Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRFDirectors. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.

Termination for Cause. Notwithstanding the preceding paragraph (a) NRF may terminate of this Section 10, in the event that BNY Mellon or the Investment Advisor (as applicable, a “Defaulting Party”), shall fail in any material respect to perform its duties and obligations hereunder pursuant to the applicable standard of care set forth herein (including, in the case of BNY Mellon, through persistent non-material failures to perform its duties or obligations hereunder or the persistent failure to meet key performance indicators pursuant to Section 6 of this Agreement), effective upon 60 days’ prior the other party (the “Other Party”) shall have given written notice of termination from thereof to the Board of Directors Defaulting Party, and such material failure shall not have been remedied to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 reasonable satisfaction of the CodeOther Party within thirty (30) days after such written notice is received, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification then, as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assigneeapplicable, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager Investment Advisor may terminate this Agreement effective upon 60 days’ prior by providing thirty (30) days written notice of such termination to NRF BNY Mellon, or BNY Mellon may terminate this Agreement by providing one hundred twenty (120) days written notice of such termination to the Investment Advisor. In addition, notwithstanding the preceding sentence, this Agreement may be terminated 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 NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue BNY Mellon is indicted for a period 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 60 days (services hereunder or 90 days if NRF takes steps to cure such breach within 30 days the reputation of the written notice) after written notice thereof specifying such default and requesting that Investment Advisor. Upon termination of the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager paragraph (b) the Investment Advisor shall be entitled pay to any and all damages and legal remedies arising from or in connection with BNY Mellon such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, compensation as well as lost future profits and business in shall have accrued to the futureeffective date of such termination.

Termination for Cause. (a) NRF This Agreement can be terminated on any of the grounds and in the following manner: 20.1 Performance based termination: Any franchisee inducted in past six months will not be considered for this exercise. All such franchisees will be given 30 days notice to wind up operations. However monthly review for the franchisees who have been served a Notice of Termination will happen for next month as per the process outlined above and any monetary penalties will still be applicable on non-performance. Circles must complete the process of appointing new franchisee and hand-over arrangements within 90 days. Franchisees who are terminated will not be eligible to bid for franchisee EOI for that territory for the next two years. Circle/SSA may use look-after arrangement in these vacant territories. 20.2 Without prejudice to any other provision for termination in this agreement, BSNL shall be entitled to forthwith terminate this Agreementagreement, effective without any liability to BSNL, by providing notice in writing to the franchisee of this agreement upon 60 the occurrence of any of the following events:- If the franchisee commits any breach, of any of the terms and conditions of this agreement and in case such breach is capable of being remedied, the franchisee fails to remedy the same within thirty(30) days after receipt of a notice in writing from BSNL giving full particulars of the breach and requiring it to be remedied, or If the franchisee commits any breach, of any of the terms and conditions of this agreement and if such breach is not capable of being remedied, or If the franchisee is found involved in fraud or other illegal or unethical activities in relation to any subject matter associated with this agreement. 20.3 BSNL may also terminate this agreement for any other reason at any time during the term of this agreement by delivering not less than 30 days’ prior written notice of such termination from to the Board of Directors to Asset Manager if (i) Asset Manager engages in any Franchisee. 20.4 If either party suffers distress or execution or commits an act of fraud, misappropriation of funds, bankruptcy or embezzlement against NRF insolvency or put into liquidation (otherwise than solely for amalgamation or restriction) or if a receiver is appointed over any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager the party’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 the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement favour of any proceeding relating 3rd party directly or indirectly, BSNL will have a right to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing terminate this agreement made under section 7121 forthwith. The exercising of the Code, that a provision right of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee cancellation / termination shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice have the effect of termination waiving any damages to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall which BSNL might otherwise be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.

Termination for Cause. The Board may terminate the Assistant Superintendent for: (a1) NRF may acts done in bad faith to the detriment of the District; (2) refusals or failures to act in accordance with specific provisions of this Agreement or lawful Board directives; (3) breach of this Agreement; (4) unsatisfactory performance as established by at least two written evaluations conducted at least ninety (90) calendar days apart; (5) any grounds enumerated in Education Code sections 44932, 44933, or 44939; (6) conviction of or a “nolo contendere” plea to a crime involving dishonesty, breach of trust, or physical or emotional harm to any person; (7) any act causing the suspension or revocation of any credential held by the Assistant Superintendent; or (8) inability to perform the essential functions of the position, with or without reasonable accommodation. Notwithstanding Labor Code section 2924, the parties agree that the determination of cause shall be based upon the Board’s reasonable belief in the existence of good cause for termination. The existence of such good cause belief shall authorize the termination of this Agreement and shall extinguish all rights and duties of the parties under this Agreement. If such good cause belief exists, the Board shall meet with the Assistant Superintendent and shall submit a written statement of the grounds for termination and copies of written documents the Board believes support the termination. If the Assistant Superintendent disputes the charges, the Assistant Superintendent shall then be entitled to a conference before the Board in a closed session meeting. The Assistant Superintendent and the Board shall each have the right to be represented by counsel at their own expense. The Assistant Superintendent shall have a reasonable opportunity to respond to all matters raised in the charges. The conference with the Board shall not be an evidentiary hearing and neither party shall have the opportunity to call witnesses. If the Board, after considering all evidence presented, decides to terminate this Agreement, effective upon 60 days’ prior written notice of termination from the Board shall provide the Assistant Superintendent with a written decision. The decision of Directors the Board shall be final. The Assistant Superintendent’s conference before the Board shall be deemed to Asset Manager if (i) Asset Manager engages in satisfy the Assistant Superintendent’s entitlement to due process of law and shall be the Assistant Superintendent’s exclusive right to any act of fraud, misappropriation of funds, conference or embezzlement against NRF or hearing otherwise required by law. The Assistant Superintendent waives any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision other rights that may be applicable to this termination for cause proceeding with the understanding that completion of this Agreement or there is an event of gross negligence on hearing exhausts the part of Asset Manager Assistant Superintendent’s administrative remedies and then authorizes the Assistant Superintendent to contest the Board’s determination in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.

Termination for Cause. (a) NRF The Company may terminate this Agreement, effective upon 60 days’ prior Employee’s employment at any time for cause (as defined below) with thirty (30) days written notice of termination from and opportunity to cure the Board of Directors violation. Such opportunity to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, cure will only be available if the effects violation is contained in one of such breach the following paragraphs (contained below 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 noticethis Subsection 6(b); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; ): (iv), (viii), (ix), (x) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day periodxi). In the event that this Agreement If Employee’s employment is terminated pursuant to this Section 12(bSubsection 6(b), Asset Manager all of Employee’s rights and 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 entitled to any reduced by 1/36 for each month of Employee’s completed employment with the Company, beginning the date hereof and all damages continuing hereafter. Upon the termination of the Employee for cause, Employee’s obligations and legal remedies arising from or in connection with such default includingthe Company’s rights under Sections 7, but not limited to8, direct9, indirect10, special, consequential, speculative 11 and punitive damages, as well as lost future profits and business in 12 shall survive the future.termination of this Agreement for a period of one (1) year

Termination for Cause. The Company shall have the right to terminate Executive's employment at any time for Cause by giving Executive written notice of the effective date of termination (a) NRF may terminate which effective date may, except as otherwise provided below, be the date of such notice). For purposes of this Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors to Asset Manager if Cause shall mean: (i) Asset Manager engages in any fraud, misappropriation, embezzlement or other act of fraud, misappropriation of funds, or embezzlement material misconduct against NRF the Company or any of its subsidiaries; affiliates thereof or an act contrary to their best interests; (ii) Asset Manager breaches, substantial and willful failure to render services in bad faith, any provision accordance with the terms of this Agreement or there is an event of gross negligence on the part of Asset Manager in the Agreement, provided that (A) a demand for performance of its duties services had been delivered to the Executive by the Chief Executive Officer of the Company at least thirty (30) days prior to termination identifying the manner in which such Chief Executive Officer believes that the Executive has failed to perform and (B) the Executive has thereafter failed to remedy such failure to perform; (iii) willful and knowing violation of any rules or regulations of any governmental or regulatory body material to the business of the Company; or (iv) conviction of or plea of guilty or nolo contendere to a felony. If Company terminates Executive's employment for any of the reasons set forth in this Section 4(b), Company shall have no further obligations hereunder from and after the effective date of termination and shall have all other rights and remedies available under this or any other agreement and at law or in equity. If Executive's employment is terminated for Cause (as defined above) and Executive does not consent to such termination, such termination shall not be considered effective and Executive's rights under this Agreement andduring the Term of Employment shall continue (including, in each case if it has a Material Adverse Effect on NRF andwithout limitation, with respect to a breach in bad faith or gross negligence, if the effects provisions of Sections 2 and 3 hereof) until the existence 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 Cause has been determined by an independent arbitrator appointed by the American Arbitration Association and either party's rights to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdictionlaw for a decision in the matter have been exhausted. In connection with the appointment of an arbitrator, in a non-appealable both parties agree to submit the question to final and binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 arbitration by an appointee of the CodeAmerican Arbitration Association and to cooperate with the arbitrator, that a provision with all costs of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REITarbitration paid by the Company. Notwithstanding If the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting arbitrator determines that the same be remedied in such 60-day period). In Executive's termination was for Cause, then the event that this Agreement is terminated Executive shall repay to the Company all compensation received pursuant to this Section 12(b), Asset Manager 2 during the period commencing upon the Executive's termination and ending upon the arbitrator's final determination. The Executive shall be entitled also repay to any and the Company all damages and legal remedies arising from amounts that it paid or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in reimbursed the futureExecutive pursuant to Section 6.

Termination for Cause. (a) NRF In addition to any other remedies that may exist, either party may terminate this Agreement, effective upon 60 days’ prior written notice Agreement for cause in the event the other party commits a material breach of termination from the Board of Directors to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement by giving the other party at least sixty (60) days prior written notice of such termination, unless such default or there breach is an event of gross negligence on the part of Asset Manager in the performance of its duties under cured within said sixty (60) days. If either party terminates this Agreement andpursuant 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 each case if it has a Material Adverse Effect on NRF andLicensee's possession, with respect and Licensee shall not thereafter use for its own commercial benefit or disclose to a breach in bad faith any third person any Confidential Information or gross negligence, if Coal Briquetting Technology during the effects period ending three (3) years from the date of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REITtermination. Notwithstanding the foregoing, if Asset Manager assigns information which (i) is or becomes generally available to the Agreement public other than as a result of an unauthorized disclosure by the Licensee or its respective members, agents, employees, directors or representatives, (ii) was available to an Affiliate or the Licensee on a permitted assigneenon-confidential basis prior to its receiving disclosure hereunder, the events in (iii) and lawfully becomes available to the Licensee on a non-confidential basis from a third party source (provided that such source is not known by the Licensee or its members, agents, employees, directors or representatives to be prohibited from transmitting the information), or (iv) with respect the Licensee is compelled by legal process by any court or other authority to such assignee disclose shall not constitute grounds for termination by NRF. be subject to the terms of the duty to protect Confidential Information set forth in this section. In the case of (biv) Asset Manager may terminate this Agreement effective upon 60 days’ prior above, the Licensee shall give the Licensor prompt written notice of termination such legal process in order that an appropriate protective order can be sought and Licensee agrees not to NRF in oppose Licensor's efforts to prevent the event that NRF shall default in the performance or observance disclosure of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureConfidential Information.

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, the Company shall have the right to immediately terminate the employment of Executive upon the occurrence of any of the following events (which events shall constitute “Cause” for termination): (a) NRF may terminate Executive shall intentionally commit a material and substantial breach or violation of any of Executive’s covenants under this Agreement, effective upon 60 days’ prior which breach continues for a period of ten (10) days following notice thereof from the Company; (b) Executive shall fail to substantially perform Executive’s duties with the Company (other than due to incapacity resulting from physical or mental illness, including care required for physical or mental illness of Executive’s immediate family) which failure has continued for at least fifteen (15) days following receipt by Executive of written notice specifying the failure to substantially perform; or (c) Executive commits, is convicted of, or pleads nolo contendere to a crime involving dishonest conduct, moral turpitude or relating directly to his duties as an employee of termination from the Company. (d) 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 Directors to Asset Manager if (i) Asset Manager engages the Company, provided that such instructions are not in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision violation of this Agreement or there 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 an event 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 essential functions of gross negligence on his position with the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF andCompany, with respect to reasonable accommodation, by reason of a breach in bad faith physical or gross negligencemental infirmity, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 ninety (90) consecutive days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60any 180-day period), or if Executive shall die during the Term of this Agreement. In If the event that this Agreement employment of Executive is terminated pursuant to this Section 12(b)4.1, Asset Manager 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) or (b) under circumstances in which Executive is entitled to any notice of breach (or failure) and all damages and legal remedies arising from an opportunity to cure, in which case termination shall be effective immediately after the notice period if Executive fails to cure the breach or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in failure to the futurereasonable satisfaction of the Company.

Termination for Cause. This Agreement may be terminated for Cause as hereinafter defined. “Cause” shall mean: (ai) NRF may terminate this Agreementthe Executive’s death; (ii) the Executive’s Permanent Disability, effective upon 60 which shall mean the Executive’s inability, as a result of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by the Executive of any applicable material law or regulation respecting the business of the Employer; (iv) the Executive being found guilty of 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 one of the Subsidiaries; (v) the willful or negligent failure of the Executive to perform his duties hereunder in any material respect; (vi) the Executive engages in one or more violations of Employer’s policies or procedures or directives of the Board and that have a material financial adverse effect on the Employer, the Company or any one of the Subsidiaries; or (vii) the Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the “FDIA”), or any other applicable state or federal law. The Executive shall be entitled to at least thirty (30) days’ prior written notice of the Employer’s intention to terminate his employment for any cause (except the Executive’s death) specifying the grounds for such termination from and shall be provided a reasonable opportunity to present to the Board of Directors his position regarding any dispute relating to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects existence of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period)cause. In the event that this Agreement 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 for Cause pursuant to this Section 12(b)Section, Asset Manager then the Employer shall only be entitled required to pay the Executive such Base Salary as shall have accrued through the effective date of such termination and neither the Employer, the Company nor any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in of the futureSubsidiaries shall have any further obligations to the Executive.

Termination for Cause. Following Executive’s Termination for Cause, Employers shall pay Executive any accrued but unpaid Base Salary through the date of termination of Executive’s employment (apayable in accordance with Employers’ normal payroll practices), and any earned but unpaid Incentive Compensation for any prior period, pro rata and to the extent earned (payable on the schedule as provided in Agreement paragraph 4(b) NRF may terminate above). Any outstanding equity awards shall be subject to the terms and conditions of the applicable plan and applicable award agreement. Executive shall have no right to any other compensation or benefits (except for vested benefits under any employee benefit plan in accordance with the terms of the plan and any right to continued health coverage under COBRA or similar state law) for any period after a Termination for Cause. For purposes of this Agreement, effective upon 60 “Termination for Cause,” which shall be determined by Employers’ Boards of Directors in the reasonable exercise of their discretion and acting in good faith, is a termination of Executive’s employment as a result of Executive’s dishonesty; willful misconduct; incarceration for ten (10) or more days; breach of fiduciary duties; intentional failure to perform his job duties; willful violation of any law (other than minor traffic violations or less serious offenses) or a final cease-and-desist order; the regulatory suspension or removal of Executive as defined in Agreement paragraph 8; Executive’s failure or refusal to follow instructions of the Boards of Directors of Employers; or Executive’s material breach of the terms of this Agreement, which material breach of this Agreement is not cured (to the extent deemed curable by the Boards) by Executive within 10 calendar days after his receipt of Employers’ written notice thereof, including, without limitation, failure by Executive to perform Executive’s duties and responsibilities in the manner and to the extent required under this Agreement. The termination of Executive’s employment shall not be a Termination for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted in good faith by the affirmative vote of not less than two-thirds of the membership of Employers’ Boards of Directors (other than Executive, if applicable) at a meeting of the Boards called and held for such purpose (after at least fifteen (15) days prior written notice of termination such meeting and Executive’s alleged improper conduct is communicated to Executive and Executive (together with Executive’s counsel) is given an opportunity to be heard before the Boards of Directors), finding that Executive is guilty of the conduct described as Termination for Cause and specifying in detail the grounds for its decision, and further that the specified conduct remains uncured pursuant to the terms hereof or was not capable of cure. Employers’ Boards of Directors, in their discretion, may place Executive on a paid leave of absence for all or any portion of the period of time from the Board delivery of Directors to Asset Manager if (i) Asset Manager engages the written notice described in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event until the effective date of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order Termination for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding orderCause, or the Internal Revenue Service, in a closing agreement made under section 7121 date on which Executive returns to work from such paid leave of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRFabsence. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.

Termination for Cause. (a) NRF The Company may terminate your employment and this Agreement, effective Agreement for Cause upon 60 days’ prior written notice following its determination that you have committed any of termination the following acts (“Termination for Cause”): (A) conviction of or a guilty/no contest plea to a felony or a crime involving moral turpitude, the nature and circumstances of which are determined in the Company’s discretion to disqualify you from the Board of Directors to Asset Manager if continued employment with Company; (iB) Asset Manager engages in any act of fraud, ; (C) embezzlement or other misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; ; (iiD) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of material misrepresentation with respect to the Company; (E) substantial and/or repeated failure to perform duties; (F) gross negligence on the part of Asset Manager or willful misconduct in the performance of its duties under duties; (G) commission of any act or involvement in any situation, or occurrence, whether before or during the Term, or which brings (or if made public, would reasonably be expected to bring) you or the Company into widespread public disrepute, contempt, scandal or ridicule, or which justifiably shocks, insults or offends a significant portion of the community, or your or the Company being subject to publicity for any such conduct or involvement in such conduct; (H) material violation of the Employee Handbook, the Code of Conduct or any other written Company policy; or (I) material breach of this Agreement andAgreement. Prior to any Termination for Cause, the Company will provide you with notice setting forth the reasons that Cause exists, in each which case if it has you will have an opportunity to cure, provided a Material Adverse Effect on NRF andcure is reasonably possible and timely effected, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset ManagerCompany’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 satisfaction and is not dismissed in 60 days; (iv) there 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 dissolution of Asset Manager; or (v) unless the Board of Directors determines Termination for Cause is not an exclusive remedy, and further that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained nothing in this Agreement prevents the Company from obtaining any and such default shall continue all appropriate remedies for a period any injury that arises out of 60 days (or 90 days if NRF takes steps is related to cure such any breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period)this Agreement. In the event that this Agreement is terminated pursuant to this Section 12(b)of your Termination for Cause, Asset Manager shall you will be entitled to payment of any and all damages and legal remedies arising from or in connection with accrued but unpaid Base Salary due to you through the date of termination (payable no later than thirty (30) days after such default includingtermination); any accrued, but not limited tounpaid vacation to the extent required by Company policy or law; accrued, directbut unreimbursed business expenses (payable as provided in paragraph 4(b) above); and other unpaid amounts, indirectif any, specialthen due to you under Company benefit plans or programs, consequentialwhich will be payable as provided by the terms and conditions of such plans (collectively, speculative and punitive damages, as well as lost future profits and business in the future“Accrued Amounts”).

Termination for Cause. (a) NRF may terminate this Agreement, effective upon 60 days’ A. Either party shall give the other ninety days prior written notice of termination from the Board of Directors to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence agreement based on the part of Asset Manager in the performance of its duties under this Agreement andclauses XII paragraphs D.1, in each case if it has a Material Adverse Effect on NRF andand D.3 below, 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 and thirty days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in 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 NRF MASIMO is current in payment of all invoices to IVEMSA; the termination shall default in be effective immediately upon the performance 91st day or observance immediately thereafter upon payment of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of all invoices that are outstanding on the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period)90th day. In the event that this Agreement is terminated pursuant to this Section 12(b)some invoices are in dispute on the 90th day, Asset Manager the termination shall be entitled 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 damages additional monies due hereunder. In any such event, MASIMO shall have the right to give NEMSA notice of termination of this agreement as provided without any responsibility, liability or obligation on the part of MASIMO for the remaining term of this agreement, nor for the payment of rent, except for labor obligations that deal with severance provisions under Mexican law. The termination for cause on thirty days notice, shall be effective immediately upon the 31st day or immediately thereafter upon payment of all invoices that are outstanding on the 30th day. In the event some invoices are in dispute on the 30th day, the termination shall be effective on the 31st day notwithstanding those outstanding invoices provided written notice by MASIMO to IVEMSA of the disputed invoices has been given prior thereto and legal remedies arising from or in connection with all non -disputed invoices have been paid. D. Causes for termination of this agreement are as follows: • ONE PARTY’S DEFAULT 1. Either party fails to perform any material provision of this agreement and fails to cure such default includingin performance within 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, but 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 limited tocured within thirty calendar days of notice given by the non—delinquent party. • MAYOR FORCE 4. In the event of any act of the United States or Mexican authorities, directwhether administrative, indirectexecutive or judicial, specialwhich may effect a significant or material change in the Maquiladora Program, consequentialor result in the appropriation, speculative and punitive damagesforcible purchase or surrender in any other manner, as well as lost future profits and of the assets of the business of IVEMSA or MASIMO, or may otherwise result in the prevention of IVEMSA or its Mexican subsidiary from doing business in Mexico. 5. Theft of MASIMO’s equipment, materials and/or inventories under the futurecustody and/or control of IVEMSA provided such theft is substantial and/or continuous. Substantial and/or continuous theft, for purpose of this provision, shall be defined as thefts cumulatively totaling U.S. $20,000.00 (Twenty thousand dollars U.S. currency) in value during any consecutive twelve months period. 6. Political an/or civil unrest or commotion, strikes, walkouts, riots, vandalism, malicious, mischief, if these prevent the efficient production of process in the plant or seriously affect employer/employee relations. E. In the event that any provision, term or condition of this agreement is in conflict with any law, rule, regulation, or guideline of the government of the United States or Mexico, or any state or political subdivision of either, or of any department or agency of either, or is in conflict with any judgment, whether by 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 considered as null.

Termination for Cause. Studio shall have the right to terminate the Employment Term at any time for cause. As used herein, the term “cause” shall mean (a) NRF may terminate this Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, any material funds or embezzlement against NRF property of Studio or any of its subsidiariesrelated companies; (iib) Asset Manager breaches, in bad faith, failure to obey reasonable and material orders given by the Chief Financial Officer of Studio or by the Board; (c) any provision material breach of this Agreement by you; (d) conviction of or there is an event entry of gross negligence on the part a plea of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect guilty or nolo contendre to a breach felony or a crime involving moral turpitude; (e) any willful act, or failure to act, by you in bad faith or gross negligence, if to the effects material detriment of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset ManagerStudio; or (vf) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a material non-appealable binding order, or the Internal Revenue Service, compliance with established Studio policies and guidelines (after which you have been informed in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days writing of such determination, Asset Manager has not agreed policies and guidelines and you have failed to amend cure such non-compliance); provided that in each such case (other than (a) 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 (d) or a permitted assignee, the events willful failure 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 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 to NRF in of the event that NRF shall default in Employment Term, and such cause is not cured within ten (10) business days after receipt by you of the performance or observance of any material term, condition or covenant contained first such notice. If the Employment Term is terminated as set forth in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days Paragraph 11, then payment of the written noticespecified 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) after written notice thereof specifying such default and requesting that theretofore earned by you shall be payment in full of all compensation payable hereunder. If Studio terminated the same be remedied in such 60-day period). In the event that this Agreement is terminated Employment Term pursuant to this Section 12(b)Paragraph 11, Asset Manager then you shall be entitled to any and immediately reimburse Studio for all damages and legal remedies arising from or in connection with such default including, paid but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureunearned sums.

Termination for Cause. (a) NRF The Company may terminate Employee's employment for "cause" effective immediately upon giving written notice thereof. For purposes of this Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors term "cause" shall be limited to Asset Manager if (i) Asset Manager engages non-appealable conviction of a felony or of any crime involving fraud or misrepresentation that adversely affects the Company's reputation in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiariesa material way; (ii) Asset Manager breachesEmployee's gross negligence or willful misconduct which is materially injurious to the Company, (iii) excessive use of alcohol or illegal drugs interfering with the performance of Employee's duties and the continuance thereof after written warning; and (iv) any material breach by Employee of a material obligation under this Agreement with written notice thereof, and an appropriate period to cure such breach if such breach is curable. For purposes of this section, no act or failure to act on Employee's part shall be considered "gross' or "willful" unless done, or omitted to be done, by Employee not in bad faith, good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding any term or provision of this Agreement to the contrary, termination shall not be considered for cause if the termination resulted from bad judgment or there is an event of gross negligence on the part of Asset Manager Employee or an act or omission which Employee believed at the time to be in good faith and in the performance interests of its duties under this Agreement andthe Company, in each case if it has a Material Adverse Effect on NRF and, with respect or not opposed to a breach in bad faith 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 gross negligenceobligations to Employee. All stock options, if any, which have become vested and exercisable on or before the effects of termination date shall remain vested and exercisable for 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 noticetime as specified in Employee's stock option agreement(s); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.

Termination for Cause. (a) NRF may terminate The Corporation shall have no obligation to make payments of any kind to the Executive in accordance with the provisions of paragraph 3 or otherwise for periods after the Executive's employment with the Corporation is terminated on account of the Executive's discharge for cause. For purposes of this Agreementparagraph 5, effective upon 60 days’ prior written notice the Executive shall be considered terminated for "CAUSE" if he is discharged by the Corporation on account of termination from the Board occurrence of Directors to Asset Manager if one or more of the following events: (i) Asset Manager engages in any act of fraud, misappropriation of funds, the Executive becomes addicted to drugs or embezzlement against NRF or any of its subsidiaries; alcohol; (ii) Asset Manager breaches, the Executive discloses confidential information in bad faith, any provision violation of this Agreement paragraph 4(a) or there engages in competition in violation of paragraph 4(b) to the detriment of the Corporation and/or Thane; (iii) the Corporation is an event directed by regulatory or governmental authorities to terminate the employment of gross negligence the Executive or the Executive engages in activities that cause actions to be taken by regulatory or governmental authorities that have a material adverse effect on the part Corporation; (iv) the Executive is convicted of Asset Manager in a felony crime (other than a felony resulting from a minor traffic violation); (v) the performance of its Executive flagrantly and repeatedly disregards his duties under this Employment Agreement after (A) written notice has been given to the Executive by the Board that it views the Executive to be flagrantly disregarding his duties under this Agreement and, in each case if it and (B) the Executive 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 been given a period of 60 thirty (30) days (or 90 days if Asset Manager takes steps to reverse after such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days misconduct. However, no notice or cure period shall be required if Executive's disregard of his duties has materially and adversely affected the Corporation and/or Thane; (vi) any event of willful misconduct to the extent that, in the reasonable judgment of the written noticeBoard, the Executive's credibility and reputation no longer conform to the standard of the Corporation's and Thane's executives; or (vii) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In Executive commits an act of fraud against the event that this Agreement is terminated pursuant Corporation and/or Thane, violates a duty of loyalty to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from the Corporation and/or Thane as defined under Florida law or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureviolates paragraph 2.

Termination for Cause. (a) NRF The Company may terminate this Agreement, effective upon 60 days’ prior written notice the Executive's employment immediately for Cause for any of termination from the Board of Directors to Asset Manager if following reasons: (i) Asset Manager engages an act or acts of dishonesty or fraud on the part of the Executive resulting or intended to re- ▇▇▇▇ directly or indirectly in any act substantial gain or personal enrichment to which the Executive was not legally entitled at the expense of fraud, misappropriation of funds, or embezzlement against NRF the Company or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision a willful material breach by the Executive of this Agreement her duties or there is an event of gross negligence on the part of Asset Manager in the performance of its duties responsibilities under this Agreement and, resulting in each case if it has a Material Adverse Effect on NRF and, with respect demonstrably material injury to a breach in bad faith the Company or gross negligence, if the effects any 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)its subsidiaries; (iii) there is the Executive's conviction of a commencement of felony or any proceeding relating to Asset Manager’s bankruptcy or insolvencycrime involving moral turpitude, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution habitual neglect or insubordination (defined as refusal to execute or carry out directions from the Board or its duly appointed designees) where the Executive has been given written notice of Asset Manager; the acts or omissions constituting such neglect or insubordination and the Executive has failed to cure such conduct, where susceptible to cure, within thirty days following such notice, or (v) unless a material breach by the Board Executive of Directors determines that qualification for taxation as a REIT any of his obligations under the U.S. federal income tax laws is no longer desirable, there is a determination Lydall Employee Agreement executed 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 Executive and attached hereto as Exhibit A. The Company shall exercise its right to terminate the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement Executive's employment for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding Cause by giving 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 Executive written notice of termination to NRF specifying in reasonable detail the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and circumstances constituting such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period)Cause. In the event that this Agreement is terminated pursuant to this Section 12(b)of such termination of the Executive's employment for Cause, Asset Manager the Executive 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 and all damages and legal remedies arising from or in connection with such default including, vacation time earned but not limited totaken for the year of termination of employment, directsuch base salary to be paid at the normal time for payment of such base salary, indirect(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, special, consequential, speculative such compensation and punitive damages, as well as lost future profits benefits to be paid and business in at the futurenormal time for payment of such compensation and benefits and (iii) any reimbursement amounts owing under Section 4.

Termination for Cause. 8.2.1 The Company may terminate, at any time, the Executive's employment for cause. The term for "cause" for purposes of this Agreement shall mean that the Executive did any of the following: (a) NRF may terminate Acted dishonestly or incompetently or engaged in willful misconduct in the performance of Executive's duties; (b) Breached fiduciary duties owed to the Company; (c) Intentionally failed to perform reasonably assigned duties; (d) Willfully violated any law, rule, or regulation, or court order (other than minor traffic violations or similar offenses), or otherwise committed any act which would have a material adverse impact on the business of the Company; or (e) Is in breach of this Agreement, effective upon 60 Agreement and such breach is not cured by Executive within ten (10) days’ prior ' written notice to him. 8.2.2 Executive shall be sent written notice of termination from that specifically sets forth in reasonable detail the facts and circumstances upon which the Board of Directors believes that the Executive has given the Company cause for termination of Executive's employment. Said notice shall give the Executive an opportunity, together with legal counsel, to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless heard before the Board of Directors determines that qualification of the Company. Termination for taxation as cause shall be based on a REIT under finding by two-thirds (2/3) of the U.S. federal income tax laws is Board of Directors (not including Executive, should he be a member of the Board of Directors), and said Board shall specify its findings concerning said termination in detail. For purposes of this Subsection, no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding orderacts, or failure to act, on the Internal Revenue ServiceExecutive's part will be considered willful or willfully done unless done, or admitted to be done, by the Executive in a closing agreement made under section 7121 bad faith and without reasonable belief that the Executive's action or omission was in the best interest of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Company. 8.2.3 Notwithstanding the foregoing, if Asset Manager assigns however, any conviction of the Agreement to an Affiliate Executive for any criminal act involving any violence, dishonesty, fraud, or a permitted assigneebreach of trust or other felonious behavior, shall result in the events automatic termination of Executive's employment, without notice, and without any of the procedures specified in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRFSubsection 8.2.2 above. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). 8.2.4 In the event that this Agreement the Executive is terminated pursuant to this Section 12(b)for cause, Asset Manager then he shall be entitled to receive any accrued compensation that may be due and all damages and legal remedies arising from or in connection with such default includingowing him under Section 4 above, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureno other benefits or compensation whatsoever.

Termination for Cause. (a) NRF The Company may terminate this Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors to Asset Manager Executive's employment for “Cause” if Executive: (i) Asset Manager is convicted of or pleads nolo contendre to a felony (or its equivalent under applicable state law); (ii) commits fraud or a material act or omission involving dishonesty with respect to the Company or any of its respective employees, customers or affiliates; (iii) willfully and repeatedly fails or refuses to carry out the material responsibilities of Executive's employment by the Company (except where due to physical or mental incapacity); (iv) engages in willful misconduct or a pattern of behavior which in either case has had or is reasonably likely to have a significant adverse effect on the Company; (v) willfully engages in any act or omission which is in material violation of fraudthe Company’s policy, misappropriation including but not limited to engaging in ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ transactions or disseminating inside information; or (vi) commits a material breach of fundsExecutive's material obligations under this Agreement, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breachesincluding but not limited to Section 8. A decision to terminate the Executive's employment for Cause shall be made, if at all, by the CEO, after consultation with the Board, upon reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard by the CEO, and the CEO finding that, in bad faithhis good faith opinion, any provision Executive engaged in conduct set forth above and specifying the particulars thereof in reasonable detail. If the act or omission giving rise to the termination for Cause is curable by Executive, the Company will provide thirty (30) days’ written notice to Executive of this Agreement or there is the Company’s intent to terminate the Executive for Cause, with an event explanation of gross negligence on the part of Asset Manager in reason(s) for the performance of its duties under this Agreement termination for Cause and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith Executive cures the act or gross negligence, if omission within the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non30-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assigneeday notice period, 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 Company will rescind the notice of termination and Executive's employment will not be terminated for Cause at the end of the 30-day notice period. If Executive has previously been afforded the opportunity to NRF cure particular behavior and successfully cured under this provision, the Company will have no obligation to provide Executive with notice and an opportunity to cure a recurrence of that behavior prior to a termination for Cause. For purposes of this Section 5(A), an action or inaction shall not be treated as “willful misconduct” if authorized by the CEO or the Board, or taken by Executive in the event good faith belief that NRF shall default in it was in, or not opposed to, the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days best interests of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureCompany.

Termination for Cause. The Company may terminate the Executive’s employment hereunder at any time for “Cause” (as hereinafter defined) immediately upon written notice to the Executive. Such written notice shall set forth with reasonable specificity the Company’s basis for such termination. For purposes of this Agreement and for purposes of the LLC Agreement, “Cause” for the Executive’s termination will exist at any time after the happening of one or more of the following events, in each case as determined in good faith by the Company’s Board: (a) NRF may terminate this Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors to Asset Manager if Executive’s — (i) Asset Manager engages willful misconduct or gross negligence in the performance of his duties hereunder which is not remedied (if remediable) within thirty (30) business days after written notice from the Company’s Board, 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 legal directives of the Company’s Board so long as such directives are not inconsistent with the Executive’s position and duties, or 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, misappropriation of fundswillful misrepresentation, or misappropriation, embezzlement against NRF or any act of 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 causes material damage to its subsidiariesproperty, goodwill or business or impairs Executive’s fulfillment of his responsibilities to the Company; or (iie) Asset Manager breaches, in bad faith, any provision Executive’s commission of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition felony that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless reasonably likely to cause material harm to the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 standing and reputation of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRFCompany. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.

Termination for Cause. The following events, which for purposes of this Agreement shall constitute "cause" for termination with the majority vote of the Board: (a1) NRF may terminate this AgreementThe willful breach by Employee of any provision of Sections 11, effective upon 60 days’ prior written notice of termination from the Board of Directors to Asset Manager if (i) Asset Manager engages in 12, or 13 hereof or any act of fraud, misappropriation of fundsmisappropriation, or embezzlement against NRF by Employee with respect to any aspect of Employer's business or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence under circumstances that reflect adversely on the part of Asset Manager Employer in the performance of its duties under this Agreement andpublic eye, in each case if it has a Material Adverse Effect on NRF andin the Board's sole and exclusive determination, shall be cause for immediate termination with respect 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 breach in bad faith or gross negligence, if refusal to follow lawful directives of the effects Board) after notice to Employee of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within the details thereof and a period of 60 10 days (or 90 days if Asset Manager takes steps to reverse such effects thereafter within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps which to cure such breach and the failure of Employee to cure such breach to the Board's satisfaction within 30 days 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 written noticeBoard, interferes with Employee's performance of his duties hereunder or under circumstances that reflect adversely on Employer in the public eye; (4) The filing of a petition in bankruptcy court for bankruptcy, reorganization, or rearrangement or an adjudication that Employee is bankrupt; (5) The commencement of involuntary proceedings against Employee for bankruptcy or appointment of a receiver because of insolvency; (6) If the Employer determines that employee has engaged in any dishonest conduct in the course of his management duties including by way of example and not by limitation the knowing receipt of kickbacks from suppliers, misappropriation of corporate assets or opportunities, etc. (7) If the circumstances of Employee's personal life, whether or not in the course of management duties, reflects adversely on the Employer such that it would be in the Employer's best interests, in its sole discretion, to terminate its business relations with Employee. (8) The dissolution of Employer's corporate status; (9) Employee is convicted of or pleads guilty or nolo contendere to a felony or misdemeanor involving financial misconduct, moral turpitude, controlled substances, or personal injuries caused by driving under the influence; (10) Failure of performance by Employee that is repeated or continued after 30 day written notice thereof specifying to Employee of such default failure and requesting that is determined by the same Board to be remedied injurious to the business or interests of Employer and which failure is not cured by Employee within such 30 day period in such 60-day period)the Board's sole determination. In Any notice of discharge shall describe with reasonable specificity the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from cause or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damagescauses for the termination of Employee's employment, as well as lost future profits the effective date of the termination (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 business in after the futureeffective date of termination (other than as set forth below).

Termination for Cause. Company may terminate Executive for cause immediately, without notice, if Company reasonably concludes that Employee has committed fraud, theft, embezzlement, misappropriation of Company funds or other property, or any felony. Company may also terminate Executive for cause for any of the following: (a) NRF may terminate this Agreement, effective upon 60 days’ prior written notice Breach by Executive of termination from the Board of Directors to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any material provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF.Agreement; (b) Asset Manager 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. Company may terminate this Agreement effective upon 60 days’ prior for cause by giving written notice of termination to NRF Executive, provided, however, if Company declares Executive to be in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement under subsection (a) above because Executive fails to substantially perform his material duties and responsibilities under this Agreement, Company shall deliver a written demand for substantial performance of such default duties and responsibilities to Executive. Such demand must identify the manner in which the Board believes that Executive has not substantially performed his duties, and Executive shall continue for have a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days to correct the deficient performance. With the exception of the written notice) after written notice thereof specifying such default covenants included in paragraph 3 above, upon termination for cause, the obligations of Executive and requesting that the same be remedied in such 60-day period). In the event that Company under this Agreement shall immediately cease. Such termination shall be without prejudice to any other remedy to which Company may be entitled either at law, in equity, or under this Agreement. If Executive’s employment is terminated pursuant to this Section 12(b)paragraph, Asset Manager Company shall pay to Executive (i) Executive’s accrued but unpaid Annual Salary and the value of accrued but unused vacation pay through the effective date of the termination; (ii) Executive’s accrued but unpaid Annual Bonus, if any; and (iii) business expenses incurred prior to the effective date of termination. Executive shall not be entitled to continue to participate in any and all damages and legal remedies arising from employee benefit plans except to the extent provided in such plans for terminated participants, or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futuremay be required by applicable law.

Termination for Cause. Either party may terminate this Agreement prior to its expiration for cause with thirty (30) Days prior written notice to the non-terminating party as follows: (a) NRF may terminate this Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors If SERVICERS or IPAYMENT become unable to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of perform its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties obligations under this Agreement andor, in each case if it has a Material Adverse Effect on NRF andspecifically and without limiting the generality of the foregoing, with respect SERVICERS or IPAYMENT becomes unable to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement perform its obligations hereunder because of any proceeding relating to Asset Manager’s bankruptcy applicable law or insolvencyregulation, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirableany judgment, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, decree, or agency requirement; (b) If VISA or MasterCard does not approve, or objects to, the Internal Revenue Servicetransactions contemplated hereby or imposes costs or requires changes in connection with any activity or transaction contemplated hereby that reduce or otherwise adversely affect the financial benefits that either party is intended to derive from this Agreement. Termination under this Subsection, however, requires an additional thirty (30) days after notice to cure. This additional time will permit an opportunity to negotiate with VISA or MasterCard and for the parties to renegotiate as to the manner in a closing agreement made under section 7121 which to proceed; or (c) This Agreement, the transactions contemplated hereby or SERVICERS' participation therein is deemed or criticized by the Office of the CodeComptroller of the Currency or other regulatory agency to be unlawful, that a provision of this Agreement caused unsafe, and unsound or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REITotherwise inappropriate. Notwithstanding the foregoing, if Asset Manager assigns (i) SERVICERS and IPAYMENT reserve the Agreement right 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 immediately terminate this Agreement effective upon 60 days’ prior written notice for any breach of termination confidentiality obligations or any infringement of SERVICERS' or IPAYMENT's Intellectual Property or misuse of SERVICERS' or IPAYMENT's Marks by the other party; and (ii) SERVICERS reserve the right to NRF in the event that NRF shall default in the performance or observance immediately terminate this Agreement upon written notice for any commission of any fraudulent or illegal activity of any Sub Independent Sales Organization wherein either (A) the fraudulent or illegal activity is material termand IPAYMENT has not taken immediate action to cease such activities upon any notification, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written noticeB) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureVISA and/or MasterCard require immediate termination.

Termination for Cause. (a) NRF The Company may terminate the Employee’s employment hereunder for Cause effective immediately upon notice. For purposes of this Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors Company shall have “Cause” to Asset Manager if terminate the Employee’s employment hereunder: (i) Asset Manager if the Employee engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiariesconduct which has caused substantial and serious injury to the Company; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects Employee is convicted of such breach in bad faith a felony, as evidenced by a binding and final judgment, order or gross negligence can be reversed, such effects are not reversed within a period decree of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, ; (iii) for the Employee’s repeated neglect of his duties hereunder or the Internal Revenue ServiceEmployee’s refusal to perform his duties or responsibilities hereunder, as determined by the Company’s Board of Directors in a closing agreement made under section 7121 of good faith; (iv) for the Code, that a provision Employee’s violation of this Agreement or any other Agreement between the Employee and the Company; (v) chronic absenteeism; (vi) use of illegal drugs; (vii) insobriety by the Employee while performing his or her duties hereunder; (viii) any act of dishonesty or falsification of reports, records or information submitted by the Employee to the Company; (ix) Employee’s willful or reckless misconduct that causes material injury to the Company; and (x) the issuance of an injunction or other judicial relief against the Employee finding that the Employee has caused or will cause NRF material injury to fail the Company and enjoining the Employee from causing further material injury to satisfy a requirement the Company. Prior to any termination for qualification as a REIT and, within 60 days Cause by the Company of such determination, Asset Manager has the Employee’s employment hereunder (other than for Cause which is not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding reasonably curable by the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assigneeEmployee), the events in (iii) and (iv) Company shall provide the Employee 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 its intention so to terminate (the “Termination Notice”). The Termination Notice shall set forth in reasonable detail the grounds for the termination to NRF in the event that NRF for Cause. The Employee shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for have a period of 60 thirty (30) days (or 90 days if NRF takes steps to cure such breach within 30 days from the date of the written notice) after written notice thereof specifying such default and requesting that receipt by the same be remedied in such 60-day period)Employee of the Termination Notice, to remedy any act or omission of the Employee which constitutes the grounds for Cause hereunder. In the event that this Agreement is terminated of a termination of the Employee’s employment pursuant to this Section 12(b5(c), Asset Manager the Company shall be entitled pay to any the Employee, in lieu of all other amounts and in settlement and complete release of all damages and legal remedies arising from or in connection with such default includingclaims the Employee may have against the Company, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futurean amount equal to two (2) weeks Base Salary.

Termination for Cause. CGHC may immediately terminate this Agreement for cause upon written notice to the Broker, at its last known address, for any of the following reasons: (ai) NRF if the Broker fails to comply with the CGHC requirements or the applicable state law or any applicable Federal law; (ii) upon unauthorized disclosure by Broker of the compensation schedule to any outside parties, unless otherwise required to do so by law; (iii) failure of Broker to maintain insurance requirements as set forth in Section 13 of this Agreement; (iv) if Broker does not have, or fails to maintain, a license required to perform services or receive compensation under this Agreement (including if Broker's license is revoked by a licensing or regulatory agency). It shall be considered a material breach of this Agreement by ▇▇▇▇▇▇ and this Agreement shall be terminated effective as of the date that Broker first lost, or failed to maintain, the license without regard to when CGHC learns of the loss of, or failure to maintain, the license or when CGHC notifies Broker that this Agreement has been terminated. CGHC may terminate recover any compensation paid to Broker after ▇▇▇▇▇▇ loses or fails to maintain any such license; (v) upon Broker's dissolution, receivership, insolvency, or bankruptcy; (vi) if Broker breaches a term of this Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager CGHC may terminate this Agreement immediately by notifying Broker in writing of the effective upon 60 days’ prior written notice date of termination. The effective date of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(bmay be the date of the breach, or any later date that CGHC specifies in the notice of termination; (vii) if a licensing or regulatory agency subjects Broker to any disciplinary sanction (for example, a reprimand or temporary suspension of Broker's license), Asset Manager shall CGHC may terminate the Agreement by providing written notice to Broker effective upon receipt of the notice, or any later date that CGHC specifies in the notice. No compensation will be entitled payable to Broker for services rendered during any and all damages and legal remedies arising from period in which Broker's license is temporarily suspended. CGHC may recover any compensation paid to Broker during any period in which Broker's license is temporarily suspended; (viii) if ▇▇▇▇▇▇ engages in, or knowingly assists another to commit, fraudulent or dishonest activity in connection with the solicitation, enrollment or renewal of any customer, whether a customer of CGHC or not, this Agreement shall terminate effective as of the date on which Broker engaged in or assisted with such default includingactivity without regard to when CGHC learns of the fraudulent or dishonest activity or when CGHC notifies Broker that this Agreement has been terminated. CGHC may recover any compensation paid to Broker after ▇▇▇▇▇▇ engaged in, but not limited toor knowingly assisted another to commit, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futurefraudulent or dishonest act without regard to when ▇▇▇▇▇▇ actually earned such compensation; (ix) if Broker is disbarred under the Exclusion from Federal Programs section.

Termination for Cause. The Company may terminate the term of employment and all of the Company’s obligations under this Agreement, other than its obligations set forth below in this Section 4.1, for “cause”. Termination by the Company for “cause” shall mean termination because of your (a) NRF conviction (treating a nolo contendere plea as a conviction) of a felony (whether or not any right to appeal has been or may terminate be exercised) other than as a result of a moving violation or a Limited Vicarious Liability (as defined below), (b) willful failure or refusal without proper cause to perform your material duties with the Company, including your obligations under this AgreementAgreement (other than any such failure resulting from your incapacity due to physical or mental impairment), effective upon 60 days’ prior (c) willful misappropriation, embezzlement or reckless or willful destruction of Company property, (d) willful and material breach of any statutory or common law duty of loyalty to the Company having a significant adverse financial impact on the Company or on the Company’s reputation; (e) intentional and improper conduct materially prejudicial to the business of the Company or any of its affiliates, or (f) willful or material breach of any of the covenants provided for in Section 9 hereof. Such termination shall be effected by written notice thereof delivered by the Company to you and shall be effective as of termination from the Board date of Directors to Asset Manager such notice; provided, however, that if (i) Asset Manager engages in such termination is because of your willful failure or refusal without proper cause to perform any act one or more of fraudyour obligations under this Agreement, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, such notice is the first such notice of termination for any provision of this Agreement or there is an event of gross negligence on reason delivered by the part of Asset Manager in the performance of its duties Company to you under this Agreement andSection 4.1, 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); and (iii) there within 15 days following the date of such notice you shall cease your refusal and shall use your best efforts to perform such obligations, the termination shall not be effective. The term “Limited Vicarious Liability” shall mean any liability which is based on acts of the Company for which you are responsible solely as a commencement result of any proceeding relating your office(s) with the Company; provided that (x) you are not directly involved in such acts and either had no prior knowledge of such intended actions or, upon obtaining such knowledge, promptly acted reasonably and in good faith to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; attempt to prevent the acts causing such liability or (vy) unless after consulting with the Board Company’s counsel, you reasonably believed that no law was being violated by such acts. In the event of Directors determines termination by the Company for cause, without prejudice to any other rights or remedies that qualification the Company may have at law or in equity, the Company shall have no further obligation to you other than (i) to pay Base Salary through the effective date of termination, (ii) to pay any Bonus for taxation any year prior to the year in which such termination occurs that has been determined but not yet paid as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days date of such determinationtermination, 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 and (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 any rights you have pursuant to any insurance or other benefit plans or arrangements of termination the Company. You hereby disclaim any right to NRF in the event that NRF shall default in the performance or observance receive a pro rata portion of any material term, condition or covenant contained Bonus with respect to the year in this Agreement and which such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futuretermination occurs.

Termination for Cause. (a) NRF may Newco may, in its sole discretion, terminate this Agreement, effective upon 60 days’ prior after the grace periods described below, by giving written notice of such termination from the Board of Directors to Asset Manager BioVeris, if (i) Asset Manager engages in BioVeris fails materially to comply with any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision material obligation of this Agreement or there Agreement, and BioVeris fails to cure such breach within sixty (60) days after written notice thereof by Newco or, if such breach cannot reasonably be cured within sixty (60) days, BioVeris fails to commence to cure such breach within said sixty-day period and diligently continue to cure such breach, unless otherwise specified in this Agreement; provided, however, that if BioVeris is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect unable to cure a breach in bad faith or gross negligencedue to Force Majeure, if the effects of then such breach in bad faith or gross negligence can 60-day period shall be reversed, such effects are not reversed within extended for a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT time reasonable under the U.S. federal income tax laws is no longer desirable, circumstances. If there is should be a determination by dispute between the parties as to whether a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF breach exists which entitles Newco to fail to satisfy a requirement terminate for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assigneecause, the events in (iii) matter shall be resolved promptly under the provisions of Article 4 hereof and (iv) with respect all attempts to such assignee terminate shall not constitute grounds for termination by NRFbe stayed. (b) Asset Manager From time to time during the term of this Agreement, Newco may terminate in advance of first sale, placement or other commercialization of a proposed product that uses or incorporates Licensed ECL Technology, request in writing that BioVeris confirm that such proposed product is an ECL Product. At Newco’s request, BioVeris shall confirm in writing receipt of such notice. This request process described in this Section 5.2(b) is only available on a product-by-product basis. A single request under this process shall not apply to groups or ranges of products. Each such request shall include sufficient information to enable BioVeris to make a determination of whether the proposed product is an ECL Product. If BioVeris does not respond within sixty (60) days of its receipt of such request, BioVeris shall be deemed to have responded that the proposed product is not an ECL Product. If BioVeris responds that the proposed product is not an ECL Product and Newco disagrees with such response, a dispute as to the interpretation of this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited deemed to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.

Termination for Cause. (a) NRF may terminate Notwithstanding any other provision of this Agreement, effective upon 60 days’ prior 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 deliver a notice of termination from in writing to Executive, which notice shall include the Board of Directors to Asset Manager if (i) Asset Manager engages basis for such Cause; and in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence such case Executive’s employment with the Company shall terminate on the part of Asset Manager date specified in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days notice (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there no date is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF specified in the event that NRF shall default in the performance or observance of any material termnotice, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day periodimmediately). In If the event that this Agreement is terminated pursuant to this Section 12(b)Company terminates Executive’s employment hereunder for Cause, Asset Manager no severance shall be entitled payable and the Company will have no further obligation or liability to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureExecutive.

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 may terminate Employee’s employment with the Company at will at any time upon written notice, with or without Cause or advance notice, for any reason or no reason at all, notwithstanding anything to the contrary contained in or arising from any statements, policies or practices of the Company relating to the employment, discipline or termination of its employees. For purposes of this Agreement, “Cause” shall mean any of the following: (a) NRF may terminate this Agreement, effective upon 60 days’ prior written notice the commission of termination from the Board of Directors to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation embezzlement or willful dishonesty by Employee which adversely affects the business of fundsthe Company; (b) any unauthorized use or disclosure by Employee of confidential information or trade secrets of the Company; (c) the refusal or omission by Employee to perform any lawful duties properly required of his under this Agreement, provided that any such failure or refusal has been communicated to Employee in writing and Employee has been provided a reasonable opportunity to correct it, if correction is possible; (d) any act or omission by Employee involving malfeasance or gross negligence in the performance of Employee’s duties to, or embezzlement against NRF or material deviation from any of its subsidiaries; the policies or directives of, the Company, provided, however, that in the case of deviations from policies or directives, (i) the Company must give Employee notice of such deviations within thirty (30) days of the Company becoming aware of such an occurrence, (ii) Asset Manager breachesEmployee must be given thirty (30) days to cure or correct the deviation, in bad faithif curable, any provision and (iii) Employee may only be terminated if the deviation remains uncured after thirty (30) days, if curable, following written notice and upon the approval of this Agreement or there is an event the Board of gross negligence Directors; (e) conduct on the part of Asset Manager in Employee which constitutes the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating statutory or common law duty of loyalty to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Managerthe Company; or (vf) unless any illegal act by Employee which the Board determines adversely affects the business of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding orderCompany, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination any felony committed by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damagesEmployee, as well as lost future profits and business in the futureevidenced by conviction thereof.

Termination for Cause. (a) NRF Adaptec and Employee agree that Adaptec may terminate Employee’s employment and terminate this Agreement at any time “for cause,” which shall include any one or more of the following reasons: (1) A deliberate or serious violation of the Employee’s material duties as assigned by Adaptec’s CEO; (2) Refusal or unwillingness to perform such material duties in good faith and to the 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, effective upon 60 days’ prior including the Employee Proprietary Information Agreement; (4) Neglect or poor performance of duties, if not remedied to Adaptec’s CEO’s satisfaction after written notice has been given to the Employee by Adaptec’s CEO or his designee; (5) Conviction of termination from the Board Employee of Directors to Asset Manager if (i) Asset Manager engages in any act of frauda felony or other crime involving moral turpitude, dishonesty, willful misconduct, misappropriation of funds, habitual insobriety or embezzlement against NRF illegal drug use; (6) Substance abuse or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence other action on the part of Asset Manager the Employee involving willful and deliberate malfeasance or gross negligence in the performance of its his duties under this Agreement andand responsibilities, or any conduct or act which brings public disrespect, contempt or ridicule upon Adaptec; (7) A deliberate or serious violation of any law, rule, regulation, constitutional provision, or Adaptec policy or procedures, (which policies are subject to modification or change at any time), or local, state or federal law, which violation, may, in 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 sole judgment of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period Adaptec’s CEO constitute justification for Employee’s termination; (8) Prolonged absence from duties without the consent and approval of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset ManagerAdaptec’s bankruptcy or insolvencyCEO, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, directwhere Employee is permanently disabled, indirectwhich, specialfrom the CEO’s sole discretion, consequential, speculative and punitive damages, as well as lost future profits and business in the futureconstitutes justification for Employee’s termination; (9) Employee’s death.

Termination for Cause. (a) NRF Subject to Section 3.2, below, the President and/or CEO may terminate Executive’s employment and all of the Company’s obligations under this Agreement (except as provided in Section 10.5, below, and as required by law) at any time for Cause (defined below) by giving written notice to Executive stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the President and/or CEO may designate. “Cause” shall mean any of the following: (1) Executive has, in a material way, breached this Agreement or the 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 the President and/or CEO for thirty (30) calendar days after Executive receives written notice thereof from the President and/or CEO that specifies in reasonable detail the alleged breach; (2) Executive has committed gross negligence or willful misconduct in the performance of Executive’s duties 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, effective upon 60 days’ prior 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 of termination thereof from the Board President and/or CEO that specifies in reasonable detail the alleged failure; (4) Executive has committed a crime the circumstances of Directors which substantially relate to Asset Manager if Executive’s employment duties with the Company; (i5) Asset Manager engages Executive has misappropriated or embezzled funds or property of the Company or engaged in any act of frauddishonesty that involves the business of the Company or causes material damage to the Company; and (6) Executive attempts to misappropriate or misappropriates a corporate opportunity of the Company, misappropriation unless the transaction was approved in writing by the President and/or CEO after full disclosure of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding all details relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRFtransaction. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.

Termination for Cause. (a) NRF The Board, by vote of a majority of its members, may terminate the employment of Employee with Employer at any time during the Term for “Cause”. For purposes of this Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors “Cause” shall be deemed to Asset Manager if exist if, and only if: (i) Asset Manager engages Employee shall engage, during the performance of his duties hereunder, in any act acts or omissions constituting dishonesty, intentional breach of fraud, misappropriation of funds, fiduciary obligation or embezzlement against NRF intentional wrongdoing or any of its subsidiaries; malfeasance which result in material harm to Employer; (ii) Asset Manager breachesEmployee shall intentionally disobey or disregard a lawful and proper direction of the Board or Employer; or (iii) Employee shall materially breach this Agreement, in bad faithand such breach by its nature, any provision is incapable of being cured, or such breach remains uncured for more than 30 days following receipt by Employee of written notice from Employer specifying the nature of the breach and demanding the cure thereof. For purposes of this clause (iii), a material breach of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its which involves inattention by Employee to his duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to shall be deemed a breach in bad faith capable of cure. Without limiting the generality of the foregoing, the following shall not constitute Cause for termination of Employee or gross negligence, if the effects of such breach in bad faith modification or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement diminution of any proceeding relating to Asset Manager’s bankruptcy of his authority hereunder: (i) any personal or insolvencypolicy disagreement between Employee and Employer, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing any member of Employer or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Managerits Board; or (vii) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirableany action taken by Employee in connection with his duties hereunder or any failure to act, there is a determination by a court of competent jurisdiction, if Employee acted or failed to act in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement good faith and in a manner that would allow NRF Employee reasonably believed to qualify as a REITbe in, and not opposed to, the best interest of Employer, and Employee has no reasonable cause to believe his conduct was unlawful. Notwithstanding anything herein to the foregoingcontrary, if Asset Manager assigns Employer shall terminate the Agreement to an Affiliate or a permitted assigneeemployment of Employee hereunder for Cause, the events in (iii) and (iv) with respect to such assignee Employer shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ give at least 30 days prior written notice to Employee specifying in detail the reason or reasons for Employee’s termination. If the employment of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement Employee is terminated pursuant to this Section 12(bby Employer for Cause, Employee’s accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination), Asset Manager shall be entitled 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 all damages other employee policies and legal remedies arising from or in connection with practices of Employer applicable to such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futuretermination.

Termination for Cause. (a) NRF may terminate Employer shall have no obligation to make payments to Executive in accordance with the provisions of Paragraph 4 or otherwise for periods after Executive’s employment with Employer is terminated because of Executive’s termination for Cause. For purposes of this AgreementParagraph 6, effective upon 60 days’ prior written notice Executive shall be considered terminated for “Cause” if he is discharged by Employer on account of termination from the Board occurrence of Directors to Asset Manager if one or more of the following events: (i) Asset Manager Executive becomes habitually addicted to drugs or alcohol, as confirmed by the written opinion of a medical doctor; (ii) Executive intentionally discloses confidential information in violation of Subparagraph 5(d)(i) or engages in any act action in violation of fraud, misappropriation Subparagraph 5(d)(ii). (iii) Employer is directed by regulatory or governmental authorities to terminate the employment of funds, Executive or embezzlement against NRF Executive intentionally engages in activities that cause actions to be taken by regulatory or any governmental authorities that have a material adverse effect on Employer; (iv) Executive is convicted of its subsidiaries; a felony crime (iiother than a felony resulting from a minor traffic violation); (v) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its Executive flagrantly disregards his duties under this Agreement and, in each case if after (A) written notice has been given to Executive by the Board that it views Executive to be flagrantly disregarding his duties under this Agreement and (B) Executive has 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 been given a period of 60 ten (10) days after such notice to cease such misconduct. However, no notice or cure period shall be required hereunder if Executive’s disregard of his duties has materially and adversely affected Employer or is illegal ; (or 90 days if Asset Manager takes steps vi) Executive commits an act of fraud against Employer, violates a duty of loyalty to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding orderEmployer, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF violates an obligation owed to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated Employer pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from Paragraphs 3 or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future5 hereof.

Termination for Cause. Termination for “Cause” shall mean termination because of Executive’s (a) NRF may terminate willful misconduct or habitual neglect in the performance of his duties under this Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors to Asset Manager if (ib) Asset Manager engages in any act of fraud, misappropriation of fundsExecutive’s conviction by, or embezzlement against NRF entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any felony, (c) material breach of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any material provision of this Agreement that remains uncured ten (10) days following written notice thereof from the Company to Executive , unless such breach is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such breach within such ten (10) day period and shall have cured such breach no later than the thirtieth (30th) day following such written notice by the Company, (d) material violation of Company’s policies, the violation of which by other management employees would be grounds for termination of such other management employees, and that remains uncured ten (10) days following written notice thereof from the Company, unless such violation is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such violation within such ten (10) day period and shall have cured such violation no later than the thirtieth (30th) day following such written notice from the Company, (e) Executive’s perpetration of an intentional and knowing fraud against or there is an event of gross negligence on affecting the part of Asset Manager in the performance of its Company, or any customer, agent, or employee thereof, or (f) material dishonesty, moral turpitude, fraud or misrepresentation with respect to his material duties under this Agreement andAgreement. For purposes hereof, no act or failure to act on Executive’s part shall be “willful” unless done or omitted not in each case if it has a Material Adverse Effect on NRF and, with respect to a breach good faith and without actual belief that the action or omission was in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 best interest of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REITCompany. 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 Executive shall not constitute grounds be deemed to have been terminated for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written Cause unless and until there shall have been delivered to him a notice of termination which shall include a written statement to NRF the effect that Executive was guilty of conduct justifying termination for Cause and specifying the particulars thereof in detail. Executive shall not have the event that NRF right to receive compensation or other benefits for any period after termination for Cause which have not vested or been earned as of the Termination Date. Executive shall default in have the performance right to receive compensation or observance other benefits which have already vested or been earned as of the Termination Date for Cause, unless payment of such compensation or benefits is expressly prohibited by the terms of any material termplan, condition program or covenant contained in this Agreement and agreement governing such default shall continue for a period of 60 days (compensation or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futurebenefits.

Termination for Cause. (a) NRF may The Company shall have the right to terminate this Agreement, effective upon 60 days’ prior written 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 termination from the Board following circumstances exist in the reasonable judgment of Directors to Asset Manager if the Company: (i) Asset Manager engages 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 fraud, misappropriation of funds, or embezzlement material misconduct against NRF the Company or any of its subsidiariesaffiliates; (iiiii) Asset Manager breachesthe Executive has violated any fiduciary duty owed to the Company; (iv) the Executive is convicted of, in bad faith, or enters a guilty plea or plea of no contest to a felony or any provision of this Agreement or there other crime involving moral turpitude; (v) the Executive is an event of gross negligence on the part of Asset Manager in the performance of its unable to competently perform his duties under this Agreement and, in each case if it has a Material Adverse Effect because of his substantial dependence on NRF and, with respect to a breach in bad faith alcohol 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)any controlled substance; (iiivi) there is a commencement of the Executive has engaged in any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; act (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, directunlawful discriminatory conduct) that results in substantial injury to the reputation, indirectbusiness or business relationships of the Company or that, specialin each case, consequentialhas subjected, speculative 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 punitive damageshas failed to cure such breach within ten (10) days of receiving written notice thereof, as well as lost future profits and business except that any breach by the Executive of Sections 6.2 (i)-(vi) or (viii) shall constitute Cause for termination even in the futureabsence 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. Subject to the force majeure provision set forth herein, neither party shall terminate or cancel the Contract, whether by court action or otherwise, unless there is a Material Default by the other party. For purposes of the Contract, a Material Default shall be any monetary default not cured by the COMPANY within fifteen (a15) NRF may terminate this Agreement, effective upon 60 days’ prior written days of receipt of notice of termination from the Board TOWNSHIP and any non-monetary default by a party not cured by such party within thirty (30) days of Directors receipt of notice by the non-defaulting party of such default unless default is attributable to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on force majeure or unless it is not reasonably possible for the part of Asset Manager in the performance of its duties under this Agreement anddefaulting party, in each which 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 defaulting party shall have such amount of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there time as is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps reasonable necessary to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period)default. In the event that this Agreement the TOWNSHIP feels that the COMPANY is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to not curing the default within a reasonable time. The TOWNSHIP may file a lawsuit seeking any and all damages and legal remedies arising from available to the TOWNSHIP at law or in connection with 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 of the following (herein called “force majeure” or “event of force majeure”) acts of God, strikes, lockouts, other industrial disturbances, acts of the public enemy, laws, rules and regulations of applicable governmental bodies, wars or warlike action (whether actual, impending, or expected and whether de jure or de factor), arrest or other restraint of government (civil or military), blockades, insurrections, riots, epidemics, landslides, earthquakes, fires, hurricanes, storms, floods, washouts, civil disturbances, explosions, nuclear reaction or radiation, radioactive contamination, or any other causes whether for the kind herein enumerated or otherwise, that are not reasonably within the control of the party claiming the right of delay performance on account of such default includingoccurrence. The termination of the Contract my become effective, but not limited toat the discretion of the non-defaulting party, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.fifteen

Termination for Cause. (a) NRF may Blockbuster may, at its option, terminate your employment under this Agreement forthwith for Cause and thereafter will have no further obligations under this Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors including, without limitation, any obligation to Asset Manager if pay Salary or Bonus or provide benefits. Cause will mean: (i) Asset Manager engages in any act Your conviction of fraudor entry into a plea bargain or settlement which admits your guilt for a felony involving moral turpitude, misappropriation dishonesty or a breach of funds, or embezzlement against NRF trust regarding Blockbuster or any of its affiliates or subsidiaries; (ii) Asset Manager breachesYour disparagement of the business or affairs of Blockbuster or any of its affiliates or subsidiaries; (iii) Your commission of any act of theft, in bad faithdishonesty, fraud, embezzlement, misappropriation or any provision other act or omission that is materially injurious to Blockbuster or any of this Agreement its affiliates or there subsidiaries regardless of whether a criminal conviction is an event of obtained; (iv) Your failure to perform, or gross negligence on the part of Asset Manager or misconduct in the performance of its the duties under and services required by this Agreement andAgreement; (v) Your failure to devote substantially all of your business time to Blockbuster’s business affairs (excluding failure due to illness, in each case if it has a Material Adverse Effect on NRF andincapacity or incidental civic activities), 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 which failure is not reversed remedied within a period reasonable time after written demand is delivered by Blockbuster, identifying the manner in which Blockbuster believes that you have failed to devote substantially all of 60 days (or 90 days if Asset Manager takes steps your business time to reverse such effects within 30 days of written notice)Blockbuster’s business affairs; (iiivi) there is a commencement Your violation of the Business Conduct Statement or other business or ethics policy as Blockbuster may adopt from time to time; (vii) Your knowing or willful violation of any proceeding relating federal or state securities laws; (vii) Your unauthorized disclosure of Confidential Information; (ix) Your failure to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing obey a voluntary bankruptcy petition material lawful directive that is not dismissed appropriate to your position from an executive(s) in 60 days; (iv) there is a dissolution of Asset Manageryour reporting line; or (vx) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision your material breach of this Agreement caused or will cause NRF to fail to satisfy Agreement. If Blockbuster does not give a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior prompt written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days you after learning of the written notice) after written notice thereof specifying such default and requesting occurrence of an event giving rise to Cause, in no way has Blockbuster waived its right to terminate you for that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant or any subsequent event giving rise to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureCause.

Termination for Cause. (a) NRF may terminate this Agreement, effective upon 60 days’ prior In the event that the Company provides Executive with written notice terminating his employment for "Cause", as defined in Section 6(b), all compensation to Executive pursuant to Section 4 in respect of periods after such discharge shall terminate immediately upon such termination, and the Company shall have no further obligations with respect thereto, nor shall the Company be obligated to pay Executive termination from the Board of Directors to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF pay under Section 8 or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRFaccrued but unpaid incentive compensation. (b) Asset Manager For the purposes of this Agreement, "Cause" shall mean (i) the commission by Executive of an act of fraud, embezzlement, theft or willful breach of a material fiduciary duty to the Company (including the unauthorized disclosure of confidential or proprietary information of material significance concerning the Company); (ii) the commission by Executive of a breach of any material covenant, provision, term, condition, understanding or undertaking set forth in this Agreement; (iii) the commission by Executive (other than in Executive's capacity as an agent of the Company) of a crime constituting a felony under applicable law (or a plea of nolo contendere in lieu thereof); (iv) the exposure of the Company to any criminal liability substantially caused by the conduct of Executive which results, or may terminate this Agreement effective reasonably be expected to result, in a material adverse effect upon 60 days’ prior written notice the Company's business, operations, financial condition or results of termination operations or is reasonably expected to NRF cause a material difficulty in obtaining registration for the event that NRF shall default Company's products; (v) the exposure of the Company to any civil liability caused by Executive's unlawful harassment in employment; (vi) any habitual absenteeism, gross negligence, bad faith or willful misconduct by Executive in the performance of Executive's duties to the Company which conduct results in a material detriment to the Company; (vii) the continued, repeated, intentional and willful refusal to perform the duties associated with Executive's position with the Company, which is not cured within 15 days following notice to Executive; or observance (viii) Executive's habitual abuse of alcohol or any material term, condition controlled substance or covenant contained in this Agreement and such default shall continue Executive's reporting to work under the influence of alcohol or a controlled substance (other than those for which Executive is taking under a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(bcurrent prescription), Asset Manager shall be entitled but expressly excluding (with respect to any and all damages and legal remedies arising from consumption of alcohol only) occasions in which Executive participates in work related socializing or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureentertaining.

Termination for Cause. (a) NRF may terminate The Corporation shall have no obligation to make payments of any kind to the Executive in accordance with the provisions of paragraph 3 or otherwise for periods after the Executive's employment with the Corporation is terminated on account of the Executive's discharge for cause. For purposes of this Agreementparagraph 5, effective upon 60 days’ prior written notice the Executive shall be considered terminated for "cause" if he is discharged by the Corporation on account of termination from the Board occurrence of Directors to Asset Manager if one or more of the following events: (i) Asset Manager engages in any act of fraud, misappropriation of funds, the Executive becomes addicted to drugs or embezzlement against NRF or any of its subsidiaries; alcohol; (ii) Asset Manager breaches, the Executive discloses confidential information in bad faith, any provision violation of this Agreement paragraph 4(a) or there engages in competition in violation of paragraph 4(b) to the detriment of the Corporation and/or Thane; (iii) the Corporation is an event directed by regulatory or governmental authorities to terminate the employment of gross negligence the Executive or the Executive engages in activities that cause actions to be taken by regulatory or governmental authorities that have a material adverse effect on the part Corporation; (iv) the Executive is convicted of Asset Manager in a felony crime (other than a felony resulting from a minor traffic violation); (v) the performance of its Executive flagrantly and repeatedly disregards his duties under this Employment Agreement after (A) written notice has been given to the Executive by the Board that it views the Executive to be flagrantly disregarding his duties under this Agreement and, in each case if it and (B) the Executive 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 been given a period of 60 thirty (30) days (or 90 days if Asset Manager takes steps to reverse after such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days misconduct. However, no notice or cure period shall be required if Executive's disregard of his duties has materially and adversely affected the Corporation and/or Thane; (vi) any event of willful misconduct to the extent that, in the reasonable judgment of the written noticeBoard, the Executive's credibility and reputation no longer conform to the standard of the Corporation's and Thane's executives; or (vii) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In Executive commits an act of fraud against the event that this Agreement is terminated pursuant Corporation and/or Thane, violates a duty of loyalty to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from the Corporation and/or Thane as defined under Florida law or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureviolates paragraph 2.

Termination for Cause. Company may immediately terminate Employee’s employment hereunder for “Cause”. For purposes of this Agreement, “Cause” includes, but is not limited to: (a) NRF may terminate Employee’s breach of this AgreementAgreement or Company policy; (b) Employee’s material failure or refusal to perform Employee’s duties as a Company employee (including, effective upon 60 days’ prior written notice without limitation, Employee’s material failure to follow the lawful direction of termination from the CEO or Board or Employee’s gross negligence, willful misconduct, chronic absenteeism, or habitual neglect in the performance of Directors such duties; (c) Employee’s conviction or entry of a nolo contender plea to Asset Manager if a felony, a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any other crime which materially affects Company’s or any of its affiliate’s business; (id) Asset Manager engages 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; (e) Employee’s commission of any act of fraud, misappropriation of fundsembezzlement, misappropriation, dishonesty, theft, or embezzlement against NRF or any of its subsidiariesinsubordination; (iif) Asset Manager breaches, in bad faith, any provision Employee’s illegal use of this Agreement or there is an event of gross negligence on the part of Asset Manager drugs in the performance of its workplace; and (g) Employee’s failure to honor Employee’s fiduciary duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvencyCompany, including an order for relief the duty to act in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is the best interests of Company. Cause will not dismissed in 60 days; be deemed to exist under (iv) there is a dissolution of Asset Manager; or a), (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iiib) and (ivg) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate of this Agreement effective upon 60 days’ prior paragraph unless and until Company provides Employee written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement reason and such default shall continue for a period of 60 days (or 90 days if NRF takes steps 30-day opportunity to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant Employee fails to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futurecure.

Termination for Cause. (a) NRF may Studio shall have the right to terminate this Agreementthe Employment Term at any time for cause. As used herein, effective upon 60 days’ prior written notice of termination from the Board of Directors to Asset Manager if term “cause” shall mean (i) Asset Manager engages in any act of fraud, misappropriation of funds, any material funds or embezzlement against NRF property of Studio or any of its subsidiariesrelated companies; (ii) Asset Manager breaches, in bad faith, any provision failure to obey reasonable and material orders given by the Chief Operating Officer of this Agreement Studio or there is an event of gross negligence on by the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice)Board; (iii) there is a commencement any material breach of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 daysthis Agreement by you; (iv) there is conviction of or entry of a dissolution plea of Asset Managerguilty or nolo contendre to a felony or a crime involving moral turpitude; (v) any willful act, or failure to act, by you in bad faith to the material detriment of Studio; or (vvi) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a material non-appealable binding order, or the Internal Revenue Service, compliance with established Studio policies and guidelines (after which you have been informed in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days writing of such determination, Asset Manager has not agreed policies and guidelines and you have failed to amend cure such non-compliance); provided that in each such case (other than (i) 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. or a willful failure in (bii) Asset Manager may terminate this Agreement effective upon 60 days’ prior 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 to NRF in of the event that NRF shall default in Employment Term, and such cause is not cured within ten (10) business days after receipt by you of the performance or observance of any material term, condition or covenant contained first such notice. If the Employment Term is terminated as set forth in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days Paragraph 11, then payment of the written noticespecified 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) after written notice thereof specifying such default and requesting that theretofore earned by you shall be payment in full of all compensation payable hereunder. If Studio terminated the same be remedied in such 60-day period). In the event that this Agreement is terminated Employment Term pursuant to this Section 12(b)Paragraph 11, Asset Manager then you shall be entitled to any and immediately reimburse Studio for all damages and legal remedies arising from or in connection with such default including, paid but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureunearned sums.

Termination for Cause. (a) NRF Notwithstanding anything to the contrary contained in this Agreement, Company hereunder may terminate this Agreement and Employee’s employment for Cause. As used in this Agreement, effective upon 60 days’ “Cause” shall mean (i) any action or omission of Employee which constitutes (A) a material breach of any of the 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 Board, in each case which act or omission is not cured (if capable of being cured) within ten (10) days after written notice of same from the Board to Employee, (ii) conduct constituting fraud, embezzlement, misappropriation or gross dishonesty by Employee in connection with the performance of his duties under this Agreement or (iii) a conviction of Employee for (A) a felony (other than a traffic violation) or (B) a crime involving moral turpitude, but only if the Board determines that such conviction will damage or bring into disrepute the business, reputation or goodwill of Company or impair Employee's ability to perform his duties for Company. For any termination for Cause under this Section 4.1 other than Section 4.1(i)(C), Employee shall be given prior written notice of the proposed termination from for Cause, specifying the Board of Directors to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement specific grounds therefor and, in each case if it has a Material Adverse Effect on NRF andsuch grounds are capable of being cured, with respect to a breach in bad faith or gross negligence, if the effects Employee shall have thirty (30) days after receipt of such breach in bad faith notice to cure. It is 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 gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is are not capable of being cured, provided, however, the Board may determine, in its discretion, allow a commencement 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 proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b)4.1, Asset Manager Employee shall only be entitled to his Total Salary as accrued through the date of termination, reimbursement of expenses incurred prior to the date of termination in accordance with Section 3.1 hereof and, and any other compensation and all damages and legal remedies arising from or benefits payable in connection accordance with Section 3.2 hereof. Upon making such default includingpayments, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureCompany shall have no further liability to Employee hereunder.

Termination for Cause. (a) NRF may terminate this Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors to Asset Manager if (i) Asset Manager engages in any act 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 of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in 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 performance provisions of its duties under this Agreement andparagraphs 4, in each case if it has a Material Adverse Effect on NRF and5, 6, 8, 9, 10, 11, 12 or 13 hereof, except as provided below 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 clauses (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iiiC) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (vD) unless above (as it relates to paragraphs 4 and 5 only), then OUTFRONT shall immediately have the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF right to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance without further obligation of any material termnature, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, directthe payment of cash compensation, indirectthe vesting of equity compensation, specialand/or the accrual of vacation time, consequentialexcept for the payment of vested benefits and/or allowing Executive to be eligible for medical and dental benefits as required by law. OUTFRONT will give Executive written notice prior to terminating his employment pursuant to paragraphs 7(b)(i)(C) or 7(b)(i)(D) (as the latter relates to paragraphs 4 and 5 hereof), speculative setting forth the nature of any alleged repeated willful failure or material breach in reasonable detail and punitive damagesthe conduct required to cure, if any. Except for a repeated willful failure or material breach which, by its nature, OUTFRONT determines cannot reasonably be expected to be cured, Executive shall have ten (10) business days from the date on which OUTFRONT provides such notice within which to cure any repeated willful failure under clause (C) of this paragraph 7(b)(i) or material breach under clause (D) (relating to paragraphs 4 and 5 hereof) of this paragraph 7(b)(i); provided, however, that if OUTFRONT reasonably expects irreparable injury from a delay of ten (10) business days, OUTFRONT may give Executive notice of such shorter period within which to cure as well is reasonable under the circumstances. If Executive cures the willful failure or material breach as lost future profits and business provided for in the futureaforementioned notice thereof, 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 Executive’s action or omission was in, or not opposed to, the best interest of OUTFRONT. (ii) Notwithstanding the foregoing, Executive shall be entitled to receive any Accrued Amounts should Executive’s employment be terminated for Cause pursuant to this paragraph 7(b).

Termination for Cause. Employer may, at its option, terminate your employment for Cause (a) NRF may terminate as defined below). For purposes of this Agreement, effective upon 60 days’ prior written notice termination of your employment for “Cause” shall mean termination from of your employment due to any of the Board of Directors to Asset Manager if following: (i) Asset Manager engages your engaging or participating in any act intentional acts of fraud, misappropriation of funds, or embezzlement material fraud against NRF or any of its subsidiaries; the Company; (ii) Asset Manager breaches, your willful misfeasance having a material adverse effect on the Company (except in bad faith, any provision of this Agreement or there is an the event of gross negligence on the part of Asset Manager your incapacity as set forth in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); paragraph 8); (iii) there is your conviction of a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; felony; (iv) there is a dissolution your willful unauthorized disclosure of Asset Manager; trade secret or other confidential material information of the Company; (v) unless 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 Board of Directors determines that qualification for taxation as a REIT under Original Employment Term without Good Reason prior to the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 end of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee Original Employment Term shall not constitute grounds for termination by NRF.“cause”); (bvi) 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 your willful and material violation of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days policy of the written notice) after written notice thereof specifying such default and requesting Company that is generally applicable to all employees or all officers of the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default Company including, but not limited to, directpolicies concerning ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or sexual harassment, indirectSupplemental Code of Ethics for Senior Financial Officers, specialand Employer’s Business Conduct Statement; (vii) your willful failure to cooperate fully with a bona fide Company internal investigation or an investigation of the Company by regulatory or law enforcement authorities whether or not related to your employment with the Company (an “Investigation”), consequentialafter being instructed by the Board to cooperate or your willful destruction of or knowing and intentional failure to preserve documents of other material known by you to be relevant to any Investigation; or (viii) your willful and material breach of the provisions of this Agreement. For purposes of the foregoing definition, speculative an act or omission shall be considered “willful” if done, or omitted to be done, by you with knowledge and punitive damagesintent. Anything herein to the contrary notwithstanding, Board will give you written notice, not more than thirty (30) calendar days 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 well as lost future profits amended), prior to terminating this Agreement for the cause set forth in clauses (i), (ii) (iv), (vi), (vii) and business (viii) above. Such notice shall set forth the nature of any alleged misfeasance in reasonable detail and the futureconduct required to cure such misfeasance. Except for a breach which cannot by its nature be cured, you shall have thirty (30) calendar days from your receipt of such notice within which to cure and within which period Employer cannot terminate this Agreement for the stated reasons, and, if so cured, after which period Employer cannot terminate your employment under this Agreement for the stated reasons. For purposes of this Agreement, no such purported termination of your employment for cause set forth in clauses (i), (ii), (iv), (vi), (vii) and (viii) above shall be effective without such notice.

Termination for Cause. (a) NRF may Both parties are entitled – at their own option - to terminate this Agreement, effective upon 60 days’ prior written notice 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 termination from any kind; 2) breaches this Agreement so substantially or with such a lasting effect that the Board non-breaching party cannot be expected to adhere to this Agreement until the end of Directors to Asset Manager if (ithe cancellation period; 3) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision repeats a breach of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has does not cease a Material Adverse Effect on NRF and, with respect to a continued 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 two weeks despite written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRFadmonition. (b) Asset Manager Moreover, MANUFACTURER may terminate this Agreement effective upon 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 no right to terminate the Agreement if DISTRIBUTOR proves that the failure to meet the minimum quantities was occurred with no fault of his own; 2) if DISTRIBUTOR is either (i) in default for more than 60 days’ prior written notice calendar days in accepting any or all of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement Products ordered and does not correct such default shall continue for after receipt of a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying warning letter pointing out such default and requesting demanding correction of such default within a reasonable period of time and stating MANUFACTURER’s intention to terminate the Agreement otherwise or (ii) is repeatedly (at least twice) in default for more than 60 calendar days in accepting any or all of the Products ordered and has received above mentioned warning letter after the previous default. DISTRIBUTOR shall also be in default if the contract products have been ordered but cannot be delivered since their payment is not assured. MANUFACTURER shall have no right to terminate the Agreement if DISTRIBUTOR proves that the same be remedied in such 60-day period). In default was occurred with no fault of his own; 3) the event that 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 terminate this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with prematurely at the latest 3 months after having knowledge of such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futurecase.

Termination for Cause. (a) NRF The Company may terminate the Employee's employment 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, effective upon 60 days’ prior written notice "Cause" means any of termination from the Board of Directors to Asset Manager if following: (i) Asset Manager engages 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 not substantially performed Employee's duties or willfully disregarded directives from the Managing Executive; (ii) the Employee's moral turpitude, dishonesty or gross misconduct in the performance of Employee's duties or which has materially and demonstrably injured the finances or future business of the Company or any of its Affiliates as a whole; (iii) following fifteen (15) days advance written notice to the Employee setting forth in reasonable detail the nature of the Cause, the Employee's material breach of this Agreement or the EPIA; (iv) the Employee's conviction of, or guilty plea to, any indictable offence or any other act of fraud, misappropriation of fundsmisappropriation, embezzlement, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in like involving the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset ManagerCompany's property; or (v) unless an act of wilful misconduct, disobedience or wilful neglect of duty that is not trivial and has not been condoned by the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirableCompany; provided, 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 Codehowever, that a provision of this Agreement caused no such act or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement event described 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 clauses (i) and (iii) and of this paragraph (iva) with respect to shall constitute Cause hereunder if the Employee has fully cured such assignee shall not constitute grounds for termination by NRFact or event during the applicable fifteen (15) day notice period. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.

Termination for Cause. (a) NRF The Company may terminate the Executive’s employment hereunder for Cause at any time. For purposes of this Agreement, effective upon 60 days’ prior written notice “Cause” shall mean that the Executive has: (A) committed gross negligence in connection with his duties as set forth herein or otherwise with respect to the business and affairs of termination from the Board Company, its subsidiaries and/or its other affiliates; (B) committed fraud in connection with his duties as set forth herein or otherwise with respect to the business and affairs of Directors to Asset Manager if the Company, its subsidiaries and/or its other affiliates; (iC) Asset Manager engages engaged in personal dishonesty, willful misconduct, willful violation of any act of fraud, misappropriation of fundslaw, or embezzlement against NRF or any breach of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement andfiduciary duty, in each case if it has a Material Adverse Effect on NRF andinstance, with respect to a breach in bad faith or gross negligencethe business and affairs of the Company, 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)its subsidiaries and/or its other affiliates; (iiiD) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy been indicted for, or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination has been found by a court of competent jurisdictionjurisdiction to have committed or plead guilty to, in (1) a non-appealable binding order, felony (or state law equivalent) or (2) any other serious crime involving moral turpitude or that has (or is reasonably likely to have) a material adverse effect either on (x) the Internal Revenue Service, in a closing agreement made Executive’s ability to perform his duties under section 7121 the Agreement or (y) the reputation and goodwill of the CodeCompany, regardless of whether or not such other crime is related or unrelated to the business of the Company, its subsidiaries or other affiliates; (E) shown chronic use of alcohol, drugs or other similar substances that a provision materially affects the Executive’s work performance; (F) breached his obligations under (1) this Agreement, (2) the Confidentiality, Non-Compete and Inventions Assignment Agreement attached hereto as Exhibit A (the “Covenants Agreement”) or (3) any other agreement executed by the Executive for the benefit of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT andthe Company, within 60 days of such determinationits subsidiaries and/or other affiliates, 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 foregoingprovided, that, if Asset Manager assigns the Agreement such breach described in this clause (F) is susceptible to an Affiliate or a permitted assigneecure, the events in Executive shall have thirty (iii30) 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 days after notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days breach; (G) failed to materially perform the Executive’s duties or to follow the lawful directives of the CEO; provided, that, if such failure described in this clause (G) is susceptible to cure, the Executive shall have thirty (30) days after notice to cure such failure; or (H) materially violated the Company’s written noticecode of conduct or other written or established policies and/or procedures in place from time to time; provided, that, if such violation described in this clause (H) is susceptible to cure, the Executive shall have thirty (30) days after written notice thereof specifying from the Board to cure such default violation. Any notice to the Executive under this Section 6(a)(i) shall be in writing and requesting shall specify in reasonable detail the Executive’s acts or omissions that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureCompany alleges constitute “Cause.”

Termination for Cause. (a) NRF K&B may terminate this AgreementAgreement at any time for Cause, effective upon 60 days’ prior written notice in which case Employee shall be entitled to receive base salary and Bonus accrued through the date of termination from such termination. Any of the Board of Directors to Asset Manager if following shall constitute "Cause": (i) Asset Manager engages in any act material breach by Employee of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision the terms of this Agreement or there 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 an event not cured within thirty (30) days after written notice of gross negligence such breach is delivered to Employee; (ii) intoxication with alcohol or drugs while on the part premises of Asset Manager K&B or any of the Companies or any customer or potential customer to the extent that in the performance reasonable judgment of its management, Employee is abusive or his ability to perform his duties and responsibilities under this Agreement andis impaired; (iii) conviction of a felony or any misdemeanor involving dishonesty, theft, the failure to tell the truth, other unethical behavior, racial prejudice, drugs, alcohol, sexual misconduct or any other crime likely to result in each case if it has a Material Adverse Effect on NRF and, public disparagement with respect to a breach in bad faith or gross negligence, if any of the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; Companies; (iv) there is a dissolution intentional misappropriation of Asset Manager; property belonging to K&B or any of the Companies; (v) unless the Board illegal business practices in connection with any of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, K&B or the Internal Revenue ServiceCompanies' businesses which could have a material adverse effect on CEC's, in a closing agreement made under section 7121 CECO's, K&B's or any of the Code, that a provision of this Agreement caused Companies' or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend their business 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 financial position or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF.reputation; (bvi) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice excessive absence of termination to NRF in the event that NRF shall default in the performance Employee from his employment during usual business hours for reasons other than vacation, disability or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) sickness after written notice thereof specifying is delivered to Employee describing the nature of such default excess absences and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant affording Employee one more opportunity to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.avoid excess absences; or

Termination for Cause. The Board may terminate the Assistant Superintendent for: (a1) NRF may 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 be represented by counsel at their own expense. The Assistant Superintendent shall have a reasonable opportunity to respond to all matters raised in the charges and to submit any written documents the Assistant Superintendent believes are relevant to the charges. The conference with the Board shall not be an evidentiary hearing and neither party shall have the opportunity to call witnesses. If the Board, after considering the presentation, decides to terminate this Agreement, effective upon 60 days’ prior it shall provide the Assistant Superintendent with a written notice decision. The decision of termination from the Board shall be final. The Assistant Superintendent’s conference before the Board shall be deemed to satisfy the Assistant Superintendent’s entitlement to due process of Directors law and shall be the Assistant Superintendent’s exclusive right to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, conference or embezzlement against NRF or hearing otherwise required by law. The Assistant Superintendent waives any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision other rights that may be applicable to this termination for cause proceeding with the understanding that completion of this Agreement or there is an event of gross negligence on conference exhausts the part of Asset Manager in Assistant Superintendent’s administrative remedies and then authorizes the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect Assistant Superintendent to a breach in bad faith or gross negligence, if contest 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 Board’s determination according to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRFdispute resolution set forth below. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.

Termination for Cause. If either party breaches this Agreement (a) NRF or the Promissory Note), the other party may terminate this Agreement, effective upon 60 days’ prior elect to give the breaching party written notice describing the alleged breach. If the breaching party has not cured such breach within thirty (30) days (ten (10) days for any payment breach hereunder or under the Promissory Note) after receipt of termination from such notice, the Board of Directors to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breachesnotifying party will be entitled, in bad faith, addition to any provision of other rights it may have under this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under applicable law, to terminate this Agreement andeffective immediately; provided, in each case if it has a Material Adverse Effect on NRF andhowever, with respect to a breach in bad faith or gross negligence, that if the effects cure of such breach in bad good faith or gross negligence can be reversedtakes 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 effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps cure to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REITcompletion. Notwithstanding the foregoing, if Asset Manager assigns the Agreement breach of Section 12.5 shall entitle either party 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 immediately upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that it is established that as of the Effective Date, Reliant did not own, or have the unrestricted right to use, the Reliant Intellectual Property or have the unrestricted right to grant the license granted hereunder to SLT, or in the event that as of the Effective Date Reliant did not own the Tangible Assets free and 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 is terminated pursuant to this Section 12(b)Agreement; provided, Asset Manager however, that any Advance Royalty Payments made by SLT as of the date of such termination by SLT which have not yet been offset by earned or deemed earned royalties, shall be entitled reimbursed to SLT by Reliant within thirty (30) days after such termination. Notwithstanding the foregoing, SLT's obligations under the Promissory Note shall continue in accordance with its terms notwithstanding any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futuretermination of this Agreement.

Termination for Cause. (a) NRF CECO may terminate this AgreementAgreement at any time for Cause, effective upon 60 days’ prior in which case Employee shall be entitled to receive Base Salary accrued through the 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 cured within thirty (30) days after written notice of termination such breach is delivered to Employee; (ii) any breach 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 failure to tell the truth, other unethical behavior, racial prejudice, drugs, alcohol, sexual misconduct or any other crime likely to result in public disparagement with respect to any of the Companies; (v) intentional misappropriation of property belonging to CECO or any of the Companies; (vi) illegal business practices in connection with any of CECO or the Companies' businesses which could have a 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 to Asset Manager if (i) Asset Manager engages in any act of fraudCECO or chief executive officer of CECO, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it provided that Employee has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior been given written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futuredirections.

Termination for Cause. (a) NRF The employment of the Employee may be terminated for Cause at any time; provided, however, that before the Company may terminate this Agreementthe Employee's employment for Cause for any reason that is susceptible to cure, effective upon 60 days’ prior the Company shall first send the Employee written notice of termination from the Board of Directors its intention to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 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’ prior days from receipt of such written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and satisfy such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure conditions. If such breach conditions are satisfied within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period), the Company shall so advise the Employee in writing. In If such conditions are not satisfied within such 60-day period, the event that Company may thereafter terminate this Agreement is terminated for Cause on written Notice of Termination (as defined in SECTION 13(A)) delivered to the Employee describing with specificity the grounds for termination. Immediately on termination pursuant to this Section 12(bSECTION 11(A), Asset Manager the Company shall be entitled pay to the Employee in a lump sum his then current Base Salary under SECTION 4(A) on a prorated basis to the Date of Termination (as defined in SECTION 13(B)). On termination pursuant to this SECTION 11(A), the Employee shall forfeit (i) his Bonus under SECTION 4(B) for the year in which such termination occurs, and (ii) all unvested Options and other options, warrants and rights relating to capital stock of the Company, except those issued prior to the date of this Agreement. For purposes of this Agreement, Cause shall mean: (1) a material breach of any and all damages and legal remedies arising from of the terms of this Agreement that is not immediately corrected following written notice of default specifying such breach; (2) repeated intoxication with alcohol or in connection with drugs while on Company premises during its regular business hours to such default includinga degree that, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futurereasonable judgment of the other managers of the Company, the Employee is abusive or incapable of performing his duties and responsibilities under this Agreement; (3) conviction of a felony; or (4) misappropriation of property belonging to the Company and/or any of its affiliates.

Termination for Cause. (a) NRF The Company may terminate Executive’s employment pursuant to the terms of this Agreement, effective upon 60 days’ prior Agreement at any time for cause by giving written notice of termination. Such termination from will become effective upon the Board giving of Directors such notice. Upon any such termination for cause, Executive shall have no further right to Asset Manager if compensation, bonus or reimbursement under Section 5. For purposes of this Section 7.02, “cause” shall mean: (i) Asset Manager engages in any act Executive is convicted of frauda felony which is directly related to Executive’s employment or the business of the Company or could otherwise reasonably be expected to have a material adverse effect on the Company’s business, misappropriation prospects or future stock price which price should be measured over a period of funds, or embezzlement against NRF or any at least six months. Felonies involving the driving of its subsidiariesmotor vehicles shall not be grounds for termination; (ii) Asset Manager breachesExecutive, in bad faithcarrying out his duties hereunder, any provision of this Agreement or there is an event of has been found in a civil action to have committed gross negligence on or intentional misconduct resulting in either case in direct material harm to the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice)Company; (iii) there Executive is found in a commencement of any proceeding relating civil action to Asset Manager’s bankruptcy or insolvency, including an order for relief have breached his fiduciary duty to the Company resulting in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 daysdirect profit to him; (iv) there Executive is found in a dissolution civil action to have materially breached any provision of Asset ManagerSection 10 or Section 11; or (v) unless Executive’s repeated refusal (other than any failure to perform arising from a physical or mental disability) to act in accordance with the reasonable directions of the Company’s Board of Directors determines that qualification for taxation directing Executive to perform services consistent with Executive’s status as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 an officer of the CodeCompany, which refusal is not cured by Executive within ten (10) days of Executive’s receipt of written notice thereof from the Company (provided, however, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT andif such breach cannot be cured within ten (10) days and Executive commences the cure thereof and diligently pursues the same, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee failure shall not constitute grounds for termination by NRF. “cause” unless such breach is not cured in its entirety within twenty (b20) Asset Manager may terminate this Agreement effective upon 60 days’ prior days of Executive’s receipt of the written notice of termination to NRF in breach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the event that NRF shall default in the effective performance or observance of his duties; and (vii) Executive’s material breach of any material term, condition or covenant contained in this Agreement and such default shall continue obligations of Executive which remains uncured for a period of 60 more than ten (10) days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that by the same be remedied in such 60-day period)Company to Executive. In Executive's failure to comply with the event that requirements of Section 10 of this Agreement is terminated pursuant to shall constitute a material breach of this Section 12(b), Asset Manager Agreement. The term "found in a civil action" shall be entitled to any not apply until all appeals permissible under the applicable rules of procedure or statute have been determined and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureno further appeals are permissible.

Termination for Cause. (a) NRF The Company may terminate the Executive’s employment for Cause. For purposes of this Agreement, effective upon 60 days’ prior “Cause” means the Executive: (i) willfully, substantially, and continually fails to perform the duties for which he is employed by the Company; (ii) willfully fails to comply with the legal instructions of the Board or the CEO; (iii) willfully engages in conduct which is or would reasonably be expected to be materially and demonstrably injurious to the Company; (iv) willfully engages in an act or acts of dishonesty resulting in material personal gain to the Executive at the expense of the Company; (v) is indicted for, or enters a plea of nolo contendere to, a felony; (vi) engages in an act or acts of gross malfeasance in connection with his employment hereunder; (vii) commits a material breach of Sections 12, 13 or 14 of this Agreement; (viii) commits a material breach of any policies and procedures contemplated by the Company’s Code of Conduct or similar policy; or (ix) exhibits demonstrable evidence of alcohol or drug abuse having a substantial adverse effect on his job performance hereunder. The Company shall exercise its right to terminate the Executive’s employment for Cause by giving him written notice of termination from on or before the Board of Directors to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects date of such breach termination specifying in bad faith or gross negligence can be reversedreasonable detail the circumstances constituting such Cause, such effects are not reversed within and providing Executive with a period of 60 at least thirty (30) days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps which to cure the conduct constituting Cause if such breach within 30 days conduct is capable of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period)being cured. In the event that this Agreement is terminated pursuant to this Section 12(b)of such termination of the Executive’s employment for Cause, Asset Manager the Executive shall be entitled to receive (A) his base salary pursuant to Section 3(a) and any other compensation and all damages 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 and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in (B) any amounts owed under the futurereimbursement policy of Section 5.

Termination for Cause. (a) NRF Either party hereto may terminate this AgreementAGREEMENT upon 90 (ninety) days written notice calculated from the date of receipt of such notice to the other party of its intention to do so in the event of violation or breach of any of the material provisions of this AGREEMENT. Should, however, the other party remedy the default upon which said notice is based within the said 90 (ninety) day period, the notice shall be without effect and this AGREEMENT shall continue in full force and effect. C. (1) In the event this AGREEMENT is terminated prior to the date of its expiration in the TERRITORY due to fault of LICENSEE, LICENSEE shall promptly make an accounting to ETHICAL of the inventory of all PRODUCT which it has on hand in the TERRITORY, if any, as of the date of such termination and said parties shall thereafter have the right for a period of 6 (six) months after said termination to sell such inventory of PRODUCT provided that the NET SALES thereof shall be subject to the royalty provisions of Article V and so payable to ETHICAL. Thereafter, any remaining inventory of PRODUCT shall be disposed of by mutual agreement in accordance with regulatory requirements. (1) If, within 6 (six) months after receipt of Marketing Authorisations for the PRODUCT in the TERRITORY, LICENSEE has not commenced commercial sales of the PRODUCT, then ETHICAL may terminate the AGREEMENT effective immediately upon giving notice to LICENSEE. (2) Should LICENSEE proceed to commercialise the PRODUCT in the TERRITORY and then choose to abandon commercialisation of the PRODUCT in the TERRITORY for any reasons, then LICENSEE shall promptly notify ETHICAL of such abandonment of commercialisation, and ETHICAL may terminate this AGREEMENT, effective immediately upon 60 days’ prior written giving notice to LICENSEE. (3) Should LICENSEE make the determination, for any reason, that it does not intend to commercialise the PRODUCT in the TERRITORY, then LICENSEE shall promptly notify ETHICAL of the same and ETHICAL may terminate this AGREEMENT immediately upon giving notice to LICENSEE. E. Upon any early termination from of this AGREEMENT in full due to the Board fault of Directors LICENSEE, ETHICAL shall have the right to Asset Manager if (i) Asset Manager engages in use, including license to any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faithThird Party(ies), any provision of this Agreement LICENSEE KNOW-HOW and any other information, and data developed by or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, for LICENSEE with respect to a breach the PRODUCT subject to compensation arrangements to LICENSEE mutually acceptable to LICENSEE and ETHICAL (including without limitation royalty payments in bad faith or gross negligence, if the effects respect of such breach LICENSEE KNOW-HOW). F. In the event any of the patents included in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there the PATENT RIGHTS is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination found by a court of competent jurisdiction, applicable jurisdiction to be invalid or unenforceable in the TERRITORY and as a non-appealable binding order, result thereof an INDEPENDENT THIRD PARTY would be entitled to manufacture or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision distribute and thereafter commercialises Page 14 G. Termination of this Agreement caused AGREEMENT, due to the fault of either party, shall be without prejudice to any other rights or will cause NRF remedies then or thereafter available to fail either party under this AGREEMENT or otherwise. H. The rights granted either party to satisfy a requirement for qualification as a REIT and, within 60 days terminate this AGREEMENT prior to the expiration of such determination, Asset Manager has its term shall not agreed be affected in any way by that party's waiver of or failure 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) take action 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 any previous default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period)hereunder. In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.ARTICLE

Termination for Cause. (a) NRF The Company or, if applicable, any of its Affiliates, may terminate the employment of the Employee at any time without notice or payment in lieu of notice for “Cause,” which, for purposes of this Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors to Asset Manager if Agreement shall mean: (i) Asset Manager engages in The Employee’s breach of any act of fraud, misappropriation of funds, material term or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement (including the covenants in Article 3 hereof), provided that a breach of the Code of Conduct shall not be Cause unless the conduct at issue constitutes Cause under (ii)-(vii) of this Section; (ii) The Employee’s documented failure to substantially perform the Employee’s duties under this Agreement; provided that the Employee was provided notice of such failures, counseled as to how to correct or there is an event of remediate such failures, and has failed to correct or remediate such failure within thirty (30) days; (iii) The Employee’s failure to reasonably cooperate with any lawful investigation undertaken by the Company; (iv) The Employee’s gross negligence on or breach of fiduciary duty provided that the part Employee has been given written notice thereof and has failed within fifteen (15) days to correct such conduct; (v) Any conviction of Asset Manager in the Employee (A) under any local, state, provincial or federal statute which makes the performance of its the Employee’s duties under this Agreement andimpracticable or impossible, 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); (iiiB) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy offense against the Company or insolvencyits personnel, including an order Affiliates for relief in an involuntary bankruptcy case whom Employee is providing services, or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; customers, or (vC) unless of any other offense involving moral turpitude; (vi) Any misconduct, gross incompetence or conduct incompatible with the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding orderEmployee’s duties hereunder, or prejudicial to the Internal Revenue Service, in a closing agreement made under section 7121 Company’s business provided that the Employee has been given written notice thereof and has failed within fifteen (15) days to correct such conduct; or (vii) Gross insubordination or willful disobedience to the lawful directions of management of the Code, Company provided that a provision of this Agreement caused or will cause NRF the Employee has been given written notice thereof and has failed within fifteen (15) days to fail to satisfy a requirement for qualification as a REIT and, within 60 days of correct 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 NRFconduct. (b) Asset Manager may terminate If the Company exercises its rights under this Agreement effective upon 60 days’ prior written notice of termination to NRF in terminate the event that NRF Employee’s employment for Cause, the Employee shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall not be entitled to receive any further remuneration or payments of any kind or nature hereunder from and all damages after the Termination Date, other than any earned but unpaid Base Salary, any unpaid earned bonuses from the year prior to termination, reimbursement of reasonable expenses incurred prior to termination in accordance with the terms hereof, and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureany other payments required by law (“Mandatory Payments”).

Termination for Cause. (a) NRF may terminate this Agreement, effective upon 60 days’ prior written notice A. The occurrence of termination from any one or more of the Board of Directors to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is following events will constitute an event of gross negligence on default: 1) PROFESSIONAL’s persistent failure to perform the part of Asset Manager Services in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, accordance with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in Documents (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, directfailure to supply sufficiently skilled workers, indirectsuitable materials or equipment, specialor to adhere to project schedules as adjusted from time to time by the Parties); 2) PROFESSIONAL’s disregard of applicable laws or regulations; 3) PROFESSIONAL’s disregard of the authority of the CITY’s Agent; 4) PROFESSIONAL’s violation in any material 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, consequentialand that Key Person is no longer employed by PROFESSIONAL. B. If one or more of the events identified in paragraph (a) occur, speculative and punitive damagesthe CITY may, as well as lost future profits and business at its sole discretion, choose to either terminate this Agreement at the time of CITY’s choosing upon written notification to the PROFESSIONAL, or provide a Corrective Action Request to PROFESSIONAL. C. If PROFESSIONAL fails to initiate such Corrective Action or submit an acceptable plan within the aforementioned timeframe, or fails to follow through on completion of the plan, CITY may take any or all of the following actions without affecting the contracted price or schedule: 1) CITY personnel may direct PROFFESIONAL to cease performance on all or part of the Agreement until satisfactory Corrective Action has been taken; 2) CITY may have others take Corrective Action necessary to achieve compliance with the Agreement. CITY may deduct the cost of such Corrective Action by others from any moneys due to PROFESSIONAL. Corrective Action by others shall be taken when, in the futurejudgment of CITY, the noncompliance threatens safety, unreasonably interferes with or delays the work of others, or otherwise creates a situation the resolution of which cannot be delayed without adversely impacting quality, cost or timely completion; 3) CITY may seek any of the Remedies set forth further in this Agreement; and/or 4) CITY may Terminate for Cause as provided herein. D. If this Agreement has been so terminated by CITY, the termination will not affect any rights or remedies of CITY against PROFESSIONAL or any surety then-existing or which may thereafter accrue. No retention or payment of moneys due PROFESSIONAL by CITY will release PROFESSIONAL from liability. E. If it is ever determined that CITY wrongfully terminated PROFESSIONAL for Cause, the termination shall be converted to a termination for convenience.

Termination for Cause. (a) NRF may terminate The Corporation shall have no obligation to make payments of any kind or grant Options to the Executive in accordance with the provisions of paragraph 3 or otherwise for periods after the Executive's employment with the Corporation is terminated on account of the Executive's discharge for cause. For purposes of this Agreementparagraph 5, effective upon 60 days’ prior written notice the Executive shall be considered terminated for "cause" if he is discharged by the Corporation on account of termination from the Board occurrence of Directors to Asset Manager if one or more of the following events: (i) Asset Manager engages in any act of fraud, misappropriation of funds, the Executive becomes addicted to drugs or embezzlement against NRF or any of its subsidiaries; alcohol; (ii) Asset Manager breaches, the Executive discloses confidential information in bad faith, any provision violation of this Agreement paragraph 4(a) or there engages in competition in violation of paragraph 4(b) to the detriment of the Corporation and/or Thane; (iii) the Corporation is an event directed by regulatory or governmental authorities to terminate the employment of gross negligence the Executive or the Executive engages in activities that cause actions to be taken by regulatory or governmental authorities that have a material adverse effect on the part Corporation; (iv) the Executive is convicted of Asset Manager in a felony crime (other than a felony resulting from a minor traffic violation); (v) the performance of its Executive flagrantly and repeatedly disregards his duties under this Employment Agreement after (A) written notice has been given to the Executive by the Board that it views the Executive to be flagrantly disregarding his duties under this Agreement and, in each case if it and (B) the Executive 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 been given a period of 60 thirty (30) days (or 90 days if Asset Manager takes steps to reverse after such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days misconduct. However, no notice or cure period shall be required if Executive's disregard of his duties has materially and adversely affected the Corporation and/or Thane; (vi) any event of willful misconduct to the extent that, in the reasonable judgment of the written noticeBoard, the Executive's credibility and reputation no longer conform to the standard of the Corporation's and Thane's executives; or (vii) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In Executive commits an act of fraud against the event that this Agreement is terminated pursuant Corporation and/or Thane, violates a duty of loyalty to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from the Corporation and/or Thane as defined under Florida law or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureviolates paragraph 2.

Termination for Cause. (a) NRF may terminate this Agreement, effective upon 60 days’ prior written Immediately following notice of termination from for "Cause" (as defined below), specifying such Cause, given by the Company (termination pursuant to this Section 6.2 being referred to herein as termination for "Cause"). As used herein, "Cause" means (i) termination based on Consulting Executive's conviction or plea of "guilty" or "no contest" to any crime constituting a felony in the jurisdiction in which the crime constituting a felony is committed, any crime involving moral turpitude (whether or not a felony), or any other violation of criminal law involving dishonesty or willful misconduct that materially injures the Company (whether or not a felony); (ii) Consulting Executive's substance abuse that in any manner interferes with the performance of his duties; (iii) Consulting Executive's failure or refusal to perform his duties at all or in an acceptable manner, or to follow the lawful and proper directives of the Board of Directors to Asset Manager if (ior Consulting Executive's supervisor(s) Asset Manager engages in any act that are within the scope of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 daysConsulting Executive's duties; (iv) there is Consulting Executive's breach of this agreement; (v) Consulting Executive's breach of the Company's Confidentiality, Proprietary Information and Inventions policies; (vi) misconduct by Consulting Executive that has or could discredit or damage the Company; (vii) Consulting Executive's indictment for a dissolution felony violation of Asset Managerthe federal securities laws; or (vviii) unless Consulting Executive's chronic absence from work for reasons other than illness. Any determination of for Cause termination shall be made by the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF Company after having first given thirty (30) days written notice to fail to satisfy a requirement for qualification as a REIT and, within 60 days Consulting Executive of such determination, Asset Manager has not agreed and afforded Consulting Executive the opportunity to amend or modify this Agreement in a manner that would allow NRF to qualify as a REITbe heard by the full Board of Directors. Notwithstanding the foregoingany other provision in this Agreement, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement Consulting Executive is terminated pursuant to subsection (iii) of this Section 12(b)6.2 for poor job performance, Asset Manager excluding refusal to perform his duties, Consulting Executive shall be entitled have sixty (60) days to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in cure the futurebehavior upon which the threatened termination is based.

Termination for Cause. (a) NRF The Employer may at any time during the Employment Period and any Renewals thereof, by notice, terminate this AgreementAgreement and discharge the Employee for cause, effective upon 60 days’ prior 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. As used herein, the term "for cause" shall be deemed to mean and include chronic substance abuse; misappropriation of any money or other assets or properties of the Employer or its subsidiaries; willful violation of specific and lawful written notice of termination directions from his superiors or from the Board of Directors of the Employer; willful failure or refusal to Asset Manager if (i) Asset Manager engages in any act perform the services required of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties Employee under this Agreement and, Agreement; other breaches of the covenants contained herein; willful disclosure of trade secrets or other confidential information resulting in each case if it has a Material Adverse Effect on NRF and, with respect substantial detriment to a breach the Employer as documented by the Employer under oath or affirmation; conviction in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, jurisdiction of any crime involving the funds or the Internal Revenue Service, in a closing agreement made under section 7121 assets of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default Employer including, but not limited to, directembezzlement and larceny; any civil or criminal conduct or personal misbehavior including sexual harassment which is detrimental to the image, indirectreputation, specialwelfare or security of the Employer where such misconduct or misbehavior and judgment have been documented by the Employer under oath or affirmation; and any other acts or omissions that constitute grounds for cause under the laws of the states of Georgia, consequentialDelaware, speculative and punitive damagesCalifornia, as well as lost future profits and business in Massachusetts or Illinois, or such other states or locations wherein the futureEmployer 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 "cause" to terminate the Executive's employment hereunder if such termination shall be the result of: (a1) NRF may terminate Fraud in connection with the Executive's performance hereunder; (2) Dishonesty in connection with the Executive's performance hereunder except to the extent the Executive proves such dishonesty was both unintentional and covered only a matter which was de minimis; (3) The failure by the Executive to perform his material duties hereunder or any other material breach by Executive of this Agreement; (4) The failure by the Executive to follow, effective upon 60 days’ prior written notice in a material manner, the lawful directions of termination from or policies established by the Board of Directors or the Chief Executive Officer of the Company unless the tasks are of the type which could not reasonably be required of Executive pursuant to Asset Manager if this Agreement; (i5) Asset Manager engages in any act of fraud, misappropriation of fundsThe conviction for, or embezzlement against NRF plea of nolo contendere to, a charge of commission of a felony or any of its subsidiaries; crime involving moral turpitude; (ii6) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the The Executive's performance of its duties any services under this Agreement andwhile under the influence of drugs, in each case if it has a Material Adverse Effect on NRF andalcohol or any controlled substance except, with respect to a breach in bad faith or gross negligencecontrolled substances only, if to 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 extent Executive proves (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iiia) there is a commencement of taking any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination controlled substance was prescribed by a court of competent jurisdictionmedical doctor to treat a medical problem, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice such controlled substance was used only in accordance with said doctor's instructions, and (c) taking such controlled substance does not and did not adversely affect Executive's job performance during more than a de minimis period of termination time; or (7) The Executive acting in a manner, which damages or could reasonably be expected to NRF in damage the event business or reputation of the Company. The parties agree that NRF shall default in each of the performance foregoing breaches, events, crimes, behaviors, acts, inactions or observance occurrences constitutes independent grounds for "cause" and the failure of any material termbreach, condition event, crime, behavior, act, inaction or covenant contained in this Agreement and such default shall continue for a period occurrence to constitute "cause" under any paragraph of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b)4.a. shall not prevent that same breach, Asset Manager shall be entitled to any and all damages and legal remedies arising event, crime, behavior, act, inaction or occurrence from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureconstituting "cause" under a different paragraph of this Section 4.a.

Termination for Cause. For purposes of this Agreement the term "Cause" for reduction of the Base Salary or termination of the Term of Employment by Employer shall mean and include the occurrence of any of the following events in the good faith determination of the President or the Board: (a) NRF may terminate this AgreementThe Employee has participated in embezzlement, effective upon 60 days’ prior written notice of termination from the Board of Directors to Asset Manager if (i) Asset Manager engages in any act of theft, larceny or fraud, misappropriation of funds, or embezzlement against NRF has otherwise acted dishonestly with respect to Employer or any of its subsidiariesAffiliates or engaged in gross negligence or willful misconduct in the performance of any of the duties and services required of Employee pursuant to this Agreement; (b) The Employee has breached a fiduciary duty or duty of loyalty or fidelity owed to the Employer or any of its Affiliates; (c) The Employee has materially defaulted in observing a published policy of the Employer communicated to the Employee in writing and that remains in default for thirty (30) days following written notice of such default by Employer; (d) The Employee has been convicted of or entered a plea of nolo contendere to a felony or a misdemeanor involving moral turpitude; (e) The Employee has violated any law, regulation or ordinance of a governmental entity (other than traffic violations and similar minor offenses), but including any law relating to employment, the environment, discrimination, libel, slander, assault or other forms of abuse, or has violated any judicial decree applicable to the Employer or any of its Affiliates which violation has or may have a material and adverse affect on the Employer or any of its Affiliates or the ability of the Employee to perform his duties hereunder; or (iif) Asset Manager breaches, The Employee has failed to perform or otherwise defaulted in bad faith, any provision of the material terms of this Agreement or there is an event of gross negligence on any duties assigned to Employee by the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith President or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines as provided herein that qualification remain in default for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 thirty (30) days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior following written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps by Employer to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureEmployee.

Termination for Cause. (a) NRF The employment of the Employee may be terminated for Cause at any time by the Board; provided, however, that before the Company may terminate this Agreementthe Employee’s employment for Cause for any reason that is susceptible to cure, effective upon 60 days’ prior the Company shall first send the Employee written notice of termination from the Board of Directors its intention to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 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’ prior days from receipt of such written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and satisfy such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure conditions. If such breach conditions are satisfied within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period), the Company shall so advise the Employee in writing. In If such conditions are not satisfied within such 60-day period, the event that Company may thereafter terminate this Agreement is terminated 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 12(b7(a), Asset Manager 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 entitled subject to 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 and all damages and legal remedies arising from of the terms of this Agreement that is not immediately corrected following written notice of default specifying such breach; (2) a breach of any of the provisions of Section 12; (3) repeated intoxication with alcohol or in connection with drugs while on Company premises during its regular business hours to such default includinga degree that, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futurereasonable judgment of the other managers of the Company, the Employee is abusive or incapable of performing his duties and responsibilities under this Agreement; (4) conviction of a felony; or (5) misappropriation of property belonging to the Company and/or any of its affiliates.

Termination for Cause. (a) NRF may terminate this Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager Blue Rhino may terminate this Agreement effective upon 60 days’ prior at any time for Cause, in which case Employee shall be entitled to receive his Base Salary accrued and unpaid through the 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 cured within five (5) days after written notice of termination such breach is delivered to NRF Employee; ii. Intoxication with alcohol or drugs while on the premises of Blue Rhino or of any customer or potential customer to the extent that in the event that NRF shall default in the performance reasonable judgment of management, Employee is abusive or observance of any material term, condition or covenant contained in his ability to perform his duties and responsibilities under this Agreement and such default shall continue is impaired; iii. Conviction of a felony or any misdemeanor involving dishonesty, theft, the failure to tell the truth, other unethical behavior, racial prejudice, drugs, alcohol, sexual misconduct or 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 a period of 60 days (reasons other than vacation, disability or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) sickness after written notice thereof specifying is delivered to Employee describing the nature of such default excess absences and requesting that affording Employee one opportunity to avoid excess absences; or vii. Willful failure of Employee to obey directions of the same be remedied board 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 60-day period). In failure, and Employee, does not cure such failure within five (5) days of the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with delivery of such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futurenotice.

Termination for Cause. (a) NRF The Board, by vote of a majority of its members, may terminate the employment of Employee with Employer at any time during the Term for “Cause”. For purposes of this Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors “Cause” shall be deemed to Asset Manager if exist if, and only if: (i) Asset Manager engages Employee shall engage, during the performance of his duties hereunder, in any act acts or omissions constituting dishonesty, intentional breach of fraud, misappropriation of funds, fiduciary obligation or embezzlement against NRF intentional wrongdoing or any of its subsidiaries; malfeasance that result in material harm to Employer; (ii) Asset Manager breachesEmployee shall intentionally disobey or disregard a lawful and proper direction of the Board or Employer; or (iii) Employee shall materially breach this Agreement, in bad faithand such breach by its nature, any provision is incapable of being cured, or 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 material breach of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its that involves inattention by Employee to his duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to shall be deemed a breach in bad faith capable of cure. Without limiting the generality of the foregoing, the following shall not constitute Cause for termination of Employee or gross negligence, if the effects of such breach in bad faith modification or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement diminution of any proceeding relating to Asset Manager’s bankruptcy of his authority hereunder: (x) any personal or insolvencypolicy disagreement between Employee and Employer, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing any member of Employer or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Managerits Board; or (vy) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirableany action taken by Employee in connection with his duties hereunder or any failure to act, there is a determination by a court of competent jurisdiction, if Employee acted or failed to act in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement good faith and in a manner that would allow NRF Employee reasonably believed to qualify as a REITbe in, and not opposed to, the best interest of Employer, and Employee has no reasonable cause to believe his conduct was unlawful. Notwithstanding anything herein to the foregoingcontrary, if Asset Manager assigns Employer shall terminate the Agreement to an Affiliate or a permitted assigneeemployment of Employee hereunder for Cause, the events in Employer shall give at least thirty (iii30) 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’ days prior written notice to Employee specifying in detail the reason or reasons for Employee’s termination. If the employment of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement Employee is terminated pursuant to this Section 12(bby Employer for Cause, Employee’s accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination), Asset Manager shall be entitled 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 all damages other employee policies and legal remedies arising from or in connection with practices of Employer applicable to such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futuretermination.

Termination for Cause. Termination for Cause" shall mean termination of Employee's employment by KMI because of (a) NRF may terminate this Agreementi)Employee's conviction of a felony which in the reasonable, effective upon 60 days’ prior written notice good faith opinion of termination from the Compensation Committee of the Board of Directors to Asset Manager if (i) Asset Manager engages in any act of fraud▇▇▇▇▇▇ ▇▇▇▇▇▇, misappropriation Inc. would have an adverse impact on the reputation or business of funds, or embezzlement against NRF KMI or any of its subsidiariesaffiliates; (ii) Asset Manager breachessubject to the notice provision's set forth below in this Section 2(a), in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its Employee's willful refusal without proper legal cause to perform his duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice)and responsibilities; (iii) there Employee's willfully engaging in conduct which Employee has reason to know is a commencement materially injurious to KMI or any of any proceeding relating to Asset Manager’s bankruptcy its affiliates; or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; subject to the notice and counseling provisions set forth below in this Section 2(a), failure to meet clearly established and reasonable performance objectives or (v) unless the Board of Directors determines that qualification standards established by KMI for taxation Employee's job position. Such termination shall be effected by notice thereof delivered by KMI to Employee and shall be effective as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Codedate of such notice; provided, however, that a provision of this Agreement caused or will cause NRF if such termination is pursuant to fail to satisfy a requirement for qualification as a REIT and, clause (ii) above and within 60 seven (7) days following the date of such determination, Asset Manager has not agreed notice Employee shall cease such refusal and shall use his or her best efforts 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 assigneeperform such duties and responsibilities, the events in (iii) and termination shall not be effective; provided further, that termination pursuant to clause (iv) with respect to such assignee above shall not become effective unless Employee has been counseled about such unacceptable performance and coached to improve performance for at least forty-five (45) days; and, provided further, that KMI shall consult with Employee and provide an opportunity for Employee to be heard prior to effecting any termination under this section, and KMI's failure to do so shall constitute grounds Involuntary Termination and not Termination for termination by NRFCause. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.

Termination for Cause. (a) NRF The Board, by vote of a majority of its members, may terminate the employment of Employee with Employer at any time during the Term for “Cause”. For purposes of this Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors “Cause” shall be deemed to Asset Manager if exist if, and only if: (i) Asset Manager engages Employee shall engage, during the performance of his duties hereunder, in any act acts or omissions constituting dishonesty, intentional breach of fraud, misappropriation of funds, fiduciary obligation or embezzlement against NRF intentional wrongdoing or any of its subsidiaries; malfeasance which result in material harm to Employer; (ii) Asset Manager breachesEmployee shall intentionally disobey or disregard a lawful and proper direction of the Board or Employer; (iii) Employee shall materially breach this Agreement, in bad faithand such breach by its nature, any provision is incapable of being cured, or such breach remains uncured for more than 30 days following receipt by Employee of written notice from Employer specifying the nature of the breach and demanding the cure thereof. For purposes of this clause (iii), a material breach of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its which involves inattention by Employee to his duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to shall be deemed a breach in bad faith or gross negligence, if the effects capable 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)cure; (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; or (iv) there is The Securities and Exchange Commission, the Employer or another regulatory or law enforcement authority institutes regulatory or law enforcement proceedings against the Employee or a dissolution firm with which the Employee previously was associated, which proceedings (regardless of Asset Managerthe underlying merits) the Employer believes in its sole discretion could be detrimental to the Employer or its reputation. Without limiting the generality of the foregoing, the following shall not constitute Cause for termination of Employee or the modification or diminution of any of his authority hereunder: (i) any personal or policy disagreement between Employee and Employer, or any member of Employer or its Board; or (vii) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirableany action taken by Employee in connection with his duties hereunder or any failure to act, there is a determination by a court of competent jurisdiction, if Employee acted or failed to act in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement good faith and in a manner that would allow NRF Employee reasonably believed to qualify as a REITbe in, and not opposed to, the best interest of Employer, and Employee has no reasonable cause to believe his conduct was unlawful. Notwithstanding anything herein to the foregoingcontrary, if Asset Manager assigns Employer shall terminate the Agreement to an Affiliate or a permitted assigneeemployment of Employee hereunder for Cause, the events in (iii) and (iv) with respect to such assignee Employer shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ give at least 30 days prior written notice to Employee specifying in detail the reason or reasons for Employee’s termination. If the employment of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement Employee is terminated pursuant to this Section 12(bby Employer for Cause, Employee’s accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination), Asset Manager shall be entitled 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 all damages other employee policies and legal remedies arising from or in connection with practices of Employer applicable to such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futuretermination.

Termination for Cause. (a) NRF Employer may terminate Employee’s employment immediately for “cause” by written notice to Employee. For purposes of this Agreement, effective upon 60 days’ prior a termination shall be for “cause” if the termination results from any of the following events: (i) Employee’s willful breach of any material provision of this Agreement, which breach Employee shall have failed to cure within thirty (30) days following Employer’s written notice to Employee specifying the nature of termination from 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 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 been contested in good faith, unless bankruptcy is caused directly by Employer’s unexcused failure to perform its obligations under this Agreement; (vi) Documented failure to follow the reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to Asset Manager if engage in unlawful conduct; or (ivii) Asset Manager engages in A willful violation of a material rule or regulation of the Office of the Comptroller of the Currency or of any act of fraud, misappropriation of funds, or embezzlement against NRF other regulatory agency governing Employer or any subsidiary or affiliate of its subsidiaries; (ii) Asset Manager breaches, in bad faith, Employer. Notwithstanding any other term or provision of this Agreement or there is an event of gross negligence on to the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligencecontrary, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset ManagerEmployee’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement employment is terminated for cause, Employee shall forfeit all rights to payments and benefits otherwise provided pursuant to this Section 12(b)Agreement; provided, Asset Manager however, that Base Salary shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in paid through the futuredate of termination.

Termination for Cause. The Company, upon a vote of the Company’s Board of Directors shall be entitled to immediately terminate Executive’s employment in any of the following circumstances, each of which shall constitute "Cause" for such termination: (a) NRF may terminate this Agreementthe breach by Executive, effective upon 60 days’ prior written notice of termination from the Board of Directors to Asset Manager if (i) Asset Manager engages in any act of fraudmaterial respect, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and(including, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assigneewithout limitation, the events in (iiirefusal 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 (iv) with respect to such assignee shall not constitute grounds for termination failure by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps Executive to cure such breach within 30 ten (10) days of the written notice) after written notice thereof specifying such default and requesting that from the same be remedied in such 60-day period). In Company; (b) the event that this Agreement is terminated pursuant to this Section 12(b)commission by Executive of any act of dishonesty, Asset Manager shall be entitled to any and all damages and legal remedies arising from fraud, material misrepresentation or moral turpitude in connection with such default his employment, including, but not limited to, directmisappropriation or embezzlement of any funds of the Company or any of its affiliates; (c) the commission by Executive of any (1) willful misconduct or gross negligence, indirector (2) intentional act having the effect of, specialor that may have the effect of, consequentialinjuring the reputation, speculative business or business relationships of the Company or any of its affiliates, and punitive damages, as well as lost future profits and business which intentional act the Board deems to not be in the futurebest interests of the Company; (d) the entering by Executive of a plea of guilty or nolo contendere to, or the conviction of Executive for, a crime (other than a routine traffic offense); (e) Executive’s abuse of alcohol, prescription drugs or controlled substances to a degree which interferes with his performance on behalf of the Company; (f) Executive’s deliberate disregard of any lawful material rule or policy of the Company or order of the Company’s Board of Directors and failure to cure the same within ten (10) days of written notice thereof from the Company; or (g) Executive’s excessive absenteeism other than for reasons of illness, which such absenteeism is not cured after written notice from the Company with respect thereto. If Executive is terminated for any of the causes referred to in the above sub-paragraphs (a) through (g), all obligations of the Company under this Agreement shall automatically cease and Executive shall only be entitled to receive Executive’s then applicable Base Salary through the date of termination, any business expenses or fringe benefits otherwise due to Executive, and 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 as otherwise required by law.

Termination for Cause. (a) NRF SDSP may terminate this Agreement for "cause" upon written notice to Employee. If this Agreement is terminated for "cause", Employee shall be entitled to receive: (i) the Base Salary through the effective date of termination, (ii) any other amounts earned, accrued or owed to Employee under this Agreement but not paid as 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 effect on the date of termination; less any claims of SDSP against Employee. The term "cause" shall mean: (i) Employee's confession or conviction of theft, fraud, embezzlement or other crime involving dishonesty; (ii) Employee's excessive absenteeism (other than by reason of physical injury, disease, or mental illness) without reasonable cause; (iii) Employee's act or omission constituting a material breach of any provision of this Agreement, effective upon 60 days’ prior including Sections 12, 13, 14 and 15 below; (iv) habitual and material negligence by Employee in the performance of Employee's duties under this Agreement; (v) Employee's abuse, misuse or destruction of property of SDSP, its affiliates, or its customers; (vi) Employee's making or publishing of false or malicious statements concerning SDSP; or (vii) material failure by Employee to comply with the policies of SDSP or a lawful directive of the Board of Managers of SDSP and the failure to cure such non-compliance within ten days after his receipt of a written notice of termination from the Board of Directors Managers setting forth in reasonable detail the particulars of such non-compliance. The preceding list is not intended to Asset Manager if (i) Asset Manager engages be exhaustive; other conduct of a similar nature may result in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision the termination of this Agreement for "cause." However, the results of SDSP's operations or there is any business judgment made in good faith by Employee shall not constitute an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order independent basis for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision termination of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF"cause. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future."

Termination for Cause. A. If either party (athe "Defaulting Party") NRF becomes insolvent; if the other party (the "Insecure Party") has evidence that the Defaulting Party is not paying its bills when due without just cause; if a receiver of the Defaulting Party's assets is appointed; if the Defaulting Party takes any step leading to its cessation as a going concern; or if the Defaulting Party either ceases or suspends operations for reasons other than a strike, then the Insecure Party may immediately terminate this Agreement, effective upon 60 days’ prior Agreement on written notice to the Defaulting Party unless the Defaulting Party immediately gives adequate assurance of termination from the Board of Directors to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision future performance of this Agreement or there is by establishing an event irrevocable letter of gross negligence credit -- issued by a U.S. bank acceptable to the insecure Party, on terms and conditions acceptable to the part of Asset Manager insecure Party, and in 1an amount sufficient to cover all a mounts potentially due from the performance of its duties Defaulting party under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect -- amount sufficient to a breach in bad faith or gross negligence, cover all amounts potentially due from the Defaulting Party under this Agreement -- that may be drawn upon by the Insecure Party if the effects of such breach in bad faith or gross negligence can be reversed, such effects are Defaulting Party does not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT fulfill its obligations under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REITtimely manner. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) If bankruptcy proceedings are commenced with respect to the Defaulting Party and if this Agreement has not otherwise terminated, then the Insecure Party may suspend all further performance of this Agreement until the Defaulting Party assumes or rejects this Agreement pursuant to Section 365 of the Bankruptcy Code or any similar or successor provision. Any such assignee suspension of further performance by the Insecure Party pending the Defaulting Party's assumption or rejection shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice be a breach of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and shall not affect the Insecure Party's right to pursue or enforce any of its rights under this Agreement or otherwise. B. If either party (the "Defaulting Party") refuses, neglects, or fails to perform, observe or keep an of the covenants, agreements, terms or conditions contained herein on its part to be performed, observed and kept, and such default shall continue refusal, neglect or failure continues for a period of 60 thirty (30) days after written notice (or 90 days if NRF takes steps except in the case of any payments due where the period to cure such breach within 30 nonpayment shall be five (5) days after notice) to the Defaulting Party thereof, then without prejudice to any other rights or remedies of the written notice) after written other party, this Agreement shall, at the option of the non-defaulting party, terminate as of the expiration of the notice thereof specifying such default and requesting that period. Notwithstanding anything to the same be remedied contrary herein, in such 60-day period). In the event that Customer is the Defaulting Party, the Galileo may, at its sole option and without prejudice to any other of its rights or remedies, reduce or restrict provision or services provided under the Agreement without termination of the Agreement. C. The right of either party to require strict performance and observance of any obligations under this Agreement is terminated pursuant 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 Section 12(b)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, Asset Manager shall be entitled then Galileo may, at its sole option, exercise its rights under this Article to any and all damages and legal remedies arising from terminate this entire Agreement or in connection only with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in respect to the futurelocation(s) involved.

Termination for Cause. Notwithstanding anything contained in this Agreement to the contrary, the Company shall have the right to terminate the employment of the Executive upon the occurrence of any of the following events (which events shall constitute “Cause” for termination): (a) NRF may terminate The Executive shall commit any breach or violation of any of Executive’s representations or covenants under this Agreement, effective upon 60 days’ which breach continues for a period of ten (10) days following notice thereof from the Company (except in the event of a breach of any provision of Article III Sections 3.2, 3.3, 3.4, and 3.5 of this Agreement, which shall require no notice to Executive prior to termination); (b) The Executive shall willfully and continually fail to substantially perform Executive’s duties with the Company (other than due to incapacity resulting from physical or mental illness) which failure has continued for at least 30 days following receipt by Executive of written notice specifying the failure to substantially perform; (c) The Executive shall willfully engage in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise. (d) The Executive shall, in the performance of termination from the Board of Directors to Asset Manager if (i) Asset Manager engages Executive’s duties under this Agreement, engage in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvencymisconduct, including an order for relief in an involuntary bankruptcy case misconduct involving moral turpitude, which is injurious to the Company; (e) The Executive shall violate or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution willfully refuse to obey the lawful and reasonable instructions of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, Company or the Internal Revenue ServicePresident and Chief Executive Officer, provided that such instructions are not in a closing agreement made under section 7121 of the Code, that a provision violation of this Agreement caused or will cause NRF Agreement; (f) The Executive shall become disabled during the Term (the Executive shall be deemed to fail be disabled if the Executive is eligible to satisfy a requirement for qualification as a REIT andreceive disability benefits under any long-term disability plan the Company may then have in effect, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoingor, if Asset Manager assigns the Agreement to an Affiliate or a permitted assigneeno such plan is then in effect, the events in (iii) and (iv) Executive shall be deemed to be disabled if Executive is unable to perform the material functions of his position with respect to such assignee shall not constitute grounds for termination the Company, with or without reasonable accommodation, by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice reason of termination to NRF in the event that NRF shall default in the performance a physical or observance of any material termmental infirmity, condition or covenant contained in this Agreement and such default shall continue for a period of 60 ninety (90) consecutive days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60any 180-day period). (g) The Executive shall die during the Term of this Agreement. In 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 event that this Agreement 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 12(b)4.1, Asset Manager such termination shall be effective upon the delivery of notice thereof to the Executive, except in the event of the death of Executive, in which case termination shall be effective immediately upon death, and termination pursuant to subsection 4.1(a) and (b) under circumstances in which Executive is entitled to notice of breach (or failure) and an opportunity to cure, in which case termination shall be effective immediately after the notice period if Executive fails to cure the breach or failure to the reasonable satisfaction of the Company. In the event of termination for “Cause”, the Executive shall not be entitled to any and all damages and legal remedies arising from severance payments or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureany other payments under this Agreement.

Termination for Cause. It is agreed and understood that the Company cannot terminate the employment of the Employee under this Agreement except for Cause, which shall mean: (a) NRF may terminate Should Employee for reasons other than illness or injury absent himself from his duties without the consent of the Company (which consent shall not be unreasonably withheld) for more than twenty (20) consecutive business days; (b) Should Employee be convicted of a felony involving moral turpitude; (c) Should Employee during the period of his employment by the Company engage in any activity that would in the opinion of the Board constitute a material conflict of interest with the Company's oil and gas activities in the Gulf of Mexico; provided that termination for Cause based on this Agreement, subparagraph (c) shall not be effective upon 60 days’ prior unless the Employee shall have received written notice of termination from the Board of Directors such activity (which notice shall also include a demand for the Employee to Asset Manager if cease the activity giving rise to the conflict of interest) thirty (i30) Asset Manager engages in any act days prior to his termination and the Employee has failed after receipt of fraud, misappropriation such notice to cease or commence efforts to cease all activities creating the conflict of funds, or embezzlement against NRF or any of its subsidiariesinterest; or (iid) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager Should Employee be grossly negligent in the performance of its his duties hereunder, or materially in breach of his duties and obligations under this Agreement; provided that termination for Cause based on this subparagraph (d) shall not be effective unless the Employee shall have received written notice from the Board (which notice shall include a description of the reasons and circumstances giving rise to such notice) thirty (30) days prior to his termination and the Employee has failed after receipt of such notice to satisfactorily discharge the performance of his duties hereunder or to comply with the terms of this Agreement, as the case may be. The Company may terminate Employee's employment for Cause under this Agreement andwithout advance notice, except as otherwise specifically provided for 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 subparagraphs (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iiic) and (ivd) with respect to such assignee above. Termination 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 affect any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default Company's other rights and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureremedies.

Termination for Cause. (a) NRF The Employer may terminate the Executive’s employment at any time for Cause, after providing Executive with at least 30 days’ notice of such proposed termination and 15 days to remedy the alleged defect. In this Agreement, effective upon 60 days’ prior written notice “Cause” means the wilful and continued failure by the Executive to substantially perform, or otherwise properly carry out, the Executive’s duties on behalf of termination RBA Pubco or an affiliate, or to follow, in any material respect, the lawful policies, procedures, instructions or directions of the Employer or any applicable affiliate (other than any such failure resulting from the Board of Directors Executive’s disability or incapacity due to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of fundsphysical or mental illness), or embezzlement against NRF the Executive wilfully or intentionally engaging in illegal or fraudulent conduct, financial impropriety, intentional dishonesty, breach of duty of loyalty or any similar intentional act which is materially injurious RBA Pubco or an affiliate, or which may have the effect of its subsidiaries; (ii) Asset Manager breachesmaterially injuring the reputation, business or business relationships of the Employer or an affiliate, or any other act or omission constituting cause for termination of employment without notice or pay in bad faith, any provision lieu of notice at common law. For the purposes of this Agreement definition, no act, or there is an event of gross negligence failure to act, on the part of Asset Manager in a Executive shall be considered “wilful” unless done, or omitted to be done, by the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach Executive in bad faith and without reasonable belief that the Executive’s action or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding orderomissions were in, or not opposed to, the Internal Revenue Service, in a closing agreement made under section 7121 best interests of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) Employer and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period)its affiliates. In the event that this Agreement is terminated of termination for Cause, all unvested stock options granted to the Executive pursuant to this Section 12(bthe terms of the RBA Pubco’s Stock Option Plan (the “Option Plan”) will immediately be void on the date the Employer notifies the Executive of such termination. The Executive will have 30 days from the date of termination to exercise any options which have vested prior to the date of termination, subject to the terms and conditions of the Option Plan and the applicable individual option agreements. In the event of termination for Cause, the rights of the Executive with respect to any performance share units (“PSUs”) granted pursuant to the RBA Pubco’s Performance Share Unit Plan (the “PSU Plan”), Asset Manager shall be entitled and pursuant to any and all damages and legal remedies arising from or in connection with such default includingPSU grant agreements, but not limited torespectively, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in will be governed pursuant to the futurePSU Plan.

Termination for Cause. The Company shall have the right to terminate this Agreement and Executive’s employment, by written notice to Executive, for any of the following causes (a “Termination for Cause”): (a) NRF may terminate this Agreement, effective upon 60 days’ prior written notice of termination from fraud or willful or intentional misrepresentation in connection with the Board of Directors to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the Executive’s performance of its his duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF.hereunder; (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior the failure by the Executive to substantially perform his duties hereunder; (c) the failure by the Executive to follow the lawful directives of the Chief Executive Officer and the Board; (d) willful or intentional conduct by the Executive that is detrimental to the Company’s reputation, goodwill or business operations in any material respect; (e) breach or threatened breach by the Executive of the restrictive covenants incorporated in Section 4 hereof; (f) 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 be considered to have been terminated for “Cause” unless the Company delivers a written notice of termination to NRF the Executive identifying in reasonable detail the event that NRF shall default in acts or omissions constituting “Cause” and the performance or observance provision of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period)relied upon. In the event that 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 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 Termination for Cause, all payments, contributions and other benefits to Executive under Section 2 of this Agreement is terminated pursuant to this Section 12(b)shall cease immediately, Asset Manager shall be entitled to with the exception of reimbursement of authorized, ordinary and necessary business expenses already incurred, and any and all damages and legal remedies arising from compensation already earned or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, vested as well as lost future profits and business in the futureof that date.

Termination for Cause. (a) NRF may CBS may, at its option, terminate your employment under this Agreement forthwith for Cause and thereafter shall have no further obligations under this Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors including, without limitation, any obligation to Asset Manager if pay Salary or Bonus or provide benefits. Cause shall mean: (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiariesdishonesty; (ii) Asset Manager breachesembezzlement, in bad faith, any provision of this Agreement fraud or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has other conduct which would constitute a Material Adverse Effect on NRF and, with respect to felony or a breach in bad faith misdemeanor involving fraud 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)perjury; (iii) there is a commencement willful unauthorized disclosure of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 daysConfidential Information; (iv) there 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 written policies of CBS, including the CBS Business Conduct Statement or 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 event of your Disability) or refusal to substantially perform your material obligations under this Agreement; (viii) willful failure to cooperate with a dissolution bona fide internal investigation or investigation by regulatory or law enforcement authorities or the destruction or failure to preserve documents or other material reasonably likely to be relevant to such an investigation, or the inducement of Asset Managerothers to fail to cooperate or to destroy or fail to produce documents or other material; or (ix) conduct which is considered an offense involving moral turpitude under federal, state or local laws, or which might bring you to public disrepute, scandal or ridicule or reflect unfavorably upon any of CBS’s businesses or those who conduct business with CBS and its affiliated entities. CBS will give you written notice prior to terminating your employment pursuant to (iv), (v), (vi), (vii), (viii) unless or (ix) of this paragraph 8(a), setting forth the Board nature of Directors determines that qualification any alleged failure, breach or refusal in reasonable detail and the conduct required to cure. Except for taxation a failure, breach or refusal which, by its nature, cannot reasonably be expected to be cured, you shall have ten (10) business days from the giving of such notice within which to cure any failure, breach or refusal under (iv), (v), (vi), (vii), (viii) or (ix) 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 shorter period within which to cure as a REIT is reasonable under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRFcircumstances. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.

Termination for Cause. Termination for “Cause” shall mean termination because of Executive’s (a) NRF may terminate willful misconduct or habitual neglect in the performance of his duties under this Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors to Asset Manager if (ib) Asset Manager engages in conviction for any act of felony involving fraud, misappropriation dishonesty or moral turpitude, (c) material breach of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any material provision of this Agreement or there that remains uncured ten (10) days following receipt by Executive from Company of written notice thereof, unless such breach is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement anda kind not susceptible to cure within such ten (10) day period, in each which case if it has a Material Adverse Effect on NRF and, with respect Executive shall have used his commercially reasonable effort to a breach in bad faith or gross negligence, if the effects commence cure of such breach in bad faith or gross negligence can within such ten (10) day period and shall have cured such breach no later than the thirtieth (30th) day following receipt by Executive of such written notice, (d) material violation of Company’s policies, the violation of which by other management employees would be reversedgrounds for termination of such other management employees, such effects are not reversed within a period of 60 and that remains uncured ten (10) days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days following receipt by Executive from Company of written notice thereof, unless such violation is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such violation within such ten (10) day period and shall have cured such violation no later than the thirtieth (30th) day following receipt by Executive of such written notice); , (iiie) there is Executive’s conviction by, or entry of a commencement plea of any proceeding relating to Asset Manager’s bankruptcy guilty or insolvencynolo contendere in, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdictionand final jurisdiction for any felony which would materially and adversely interfere with Executive’s ability to perform his services under this Agreement, in a non-appealable binding order(f) Executive’s perpetration of an intentional and knowing fraud against or affecting Company, or any customer, agent, or employee thereof, or (g) material dishonesty, moral turpitude, fraud or misrepresentation with respect to his material duties under this Agreement. For purposes hereof, no act or failure to act on Executive’s part shall be “willful” unless done or omitted not in good faith and without actual belief that the Internal Revenue Service, action or omission was in a closing agreement made under section 7121 the best interest of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REITCompany. 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 Executive shall not constitute grounds be deemed to have been terminated for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written Cause unless and until there shall have been delivered to him a notice of termination which shall include a statement to NRF the effect that Executive was guilty of conduct justifying termination for Cause and specifying the particulars thereof in detail. Executive shall not have the event that NRF right to receive compensation or other benefits for any period after termination for Cause which have not vested or been earned as of the Termination Date. Executive shall default in have the performance right to receive compensation or observance other benefits which have already vested or been earned as of the Termination Date for Cause, unless payment of such compensation or benefits is expressly prohibited by the terms of any material termplan, condition program or covenant contained in this Agreement and agreement governing such default shall continue for a period of 60 days (compensation or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futurebenefits.

Termination for Cause. (a) NRF Advisor may terminate this Agreement, effective Agreement upon 60 days’ prior written notice of termination from to Subadvisor if any of the Board following events (each a “Subadvisor Default”) shall occur in relation to Subadvisor or MGM: (1) the commission of Directors to Asset Manager if (i) Asset Manager engages in any an act of theft or embezzlement of money or property by MGM against Advisor, the REIT, and/or their respective Affiliates, or other act of fraud, misappropriation gross negligence or willful misconduct by MGM resulting in injury to the property, operations or reputation of fundsAdvisor, the REIT, and/or their respective Affiliates; (2) a voluntary termination of this Agreement by Subadvisor prior to the expiration of the Term, other than as a result of an Advisor Default; (3) a continuing material breach or embezzlement against NRF default by Subadvisor shall occur with respect to any term or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement andany representation or warranty, in each case if it has a Material Adverse Effect on NRF and, with respect to a which default or 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 shall continue for a period of 60 thirty (30) days after written notice thereof, provided that if, within the thirty (30) day-period following receipt of the written notice thereof, Subadvisor in good faith commences to perform such obligation and cure such breach or 90 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 if Asset Manager takes steps to reverse following receipt of such effects within 30 days of written notice); , then such breach or default shall not be deemed to be a Subadvisor Default. (iii4) there is a commencement Change of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution Control of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation Subadvisor other than as a REIT under result of the U.S. federal income tax laws is no longer desirable, there is a determination by a court death or disability of competent jurisdiction, in a non-appealable binding orderMGM; (5) the conviction or indictment, or plea of guilty or “no contest” to, a felony which results in injury to the Internal Revenue Serviceproperty, in a closing agreement made under section 7121 operations or reputation of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assigneeAdvisor, the events in REIT, and/or their respective Affiliates; and (iii6) and (iv) with respect to such assignee shall not constitute grounds for termination by NRFa Bankruptcy Proceeding. (b) Asset Manager Subadvisor shall provide prompt written notice to Advisor of the occurrence of any Subadvisor Default. (c) Subadvisor may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF Advisor if any of the following events (each an “Advisor Default”) shall occur in the event 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 NRF such payment is past due; (ii) a continuing material breach or default by Advisor shall default in the performance occur, with respect to any term or observance provision of any material term, condition or covenant contained in this Agreement and such or any representation or warranty, which default or breach shall continue for a period of 60 thirty (30) days after written notice thereof, provided that if, within the thirty (or 90 days if NRF takes steps 30) day-period following receipt of the written notice thereof, Advisor, in good faith commences to perform such obligation and cure such breach or default and thereafter prosecutes to completion with diligence the curing thereof and cures such breach or default within 30 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 written noticeAdvisory Agreement by Advisor without cause or good reason; (iv) after 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 thereof specifying such default and requesting that to Subadvisor of the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to occurrence of any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureAdvisor Default.

Termination for Cause. (a) NRF The Company may terminate the Employee’s employment under this Agreement at any time for Cause. For purposes of this Agreement, effective upon 60 days’ prior written notice of termination from “Cause” shall mean a determination by the Board that any of Directors to Asset Manager if the following have occurred: (i) Asset Manager engages in the Employee’s failure to follow the lawful and reasonable directives of the Company or the Board; (ii) the Employee’s material violation of any material Company policy, including any provision of a Code of Conduct or Code of Ethics adopted by the Company; (iii) the Employee’s commission of any act of fraud, misappropriation embezzlement, dishonesty or any other willful or gross misconduct that in the reasonable judgment of fundsthe Board has caused or is reasonably expected to result in material injury to the Company; (iv) the Employee’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Employee owes an obligation of nondisclosure as a result of the Employee’s relationship with the Company that in the reasonable judgment of the Board has caused or is reasonably expected to result in material injury to the Company; (v) the Employee’s conviction of, or embezzlement against NRF plea of guilty or “nolo contendere” to, a felony or misdemeanor (other than a minor traffic offense); or (vi) the Employee’s material breach of any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of his obligations under this Agreement or there is an any written agreement between the Employee and the Company. Except for any such event of gross negligence on the part of Asset Manager in the performance of or condition which, by its duties under this Agreement andnature, in each case if it has a Material Adverse Effect on NRF andcannot reasonably be expected to be cured, with respect to a breach the events or conditions described in bad faith clauses (i), (ii) or gross negligence(vi), the Employee shall have thirty (30) days after receipt of written notice from the Company specifying the events or conditions constituting Cause in reasonable detail within which to cure any events or conditions constituting Cause, provided that the Company serves notice of such events or conditions and intended termination within sixty (60) days of the occurrence thereof, and such Cause shall not exist unless either the Employee is not entitled to notice under this sentence, or, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there Employee is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect entitled to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material termnotice, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps he fails to cure such breach acts constituting Cause within 30 days such thirty (30)-day cure period. Termination of the written notice) Employee’s employment shall not be deemed to be for Cause unless, prior to termination, the Company delivers to the Employee copies of resolutions duly adopted by the affirmative vote of not less than a majority of the Board (after reasonable written notice thereof specifying such default is provided to the Employee and requesting he is given a reasonable opportunity, together with counsel, to be heard before the Board), finding that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business Employee has engaged in the futureconduct described in any of (i)-(vi) above.

Termination for Cause. This Agreement may be terminated at any time in accordance with the following provisions: (a) NRF may terminate this Agreement, effective upon 60 days’ prior by written notice from Hoth to Voltron in the event of termination from the Board of Directors to Asset Manager if (i) Asset Manager engages in a breach of any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision material term of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition by Voltron that is not dismissed in 60 dayscured within ninety (90) calendar days after receipt by Voltron of written notice from Hoth specifying the nature of and basis for the asserted breach; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Codeprovided, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT andif such breach cannot reasonably be cured within ninety (90) days, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, breach shall be deemed cured if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps Voltron commences to cure such breach within 30 such 90-day period and diligently thereafter pursues such cure, or (ii) the commencement by or against Voltron of any bankruptcy, insolvency or reorganization proceeding which has not been dismissed within ninety (90) days of the written noticeafter commencement; or (b) after by written notice thereof from Voltron to Hoth the event of (i) a breach of any material term of this Agreement by Hoth that is not cured within ninety (90) calendar days after receipt by Hoth of written notice from the Company specifying the nature of and basis for the asserted breach; provided, that if such default and requesting that the same breach cannot reasonably be remedied in cured within ninety (90) days, such 60breach shall be deemed cured if Hoth commences to cure such breach within such 90-day period)period and diligently thereafter pursues such cure, or (ii) the commencement by or against Hoth of any bankruptcy, insolvency or reorganization proceeding which has not been dismissed within ninety (90) days after commencement. In the event that Hoth fails to purchase the Membership Interests as provided in the MIPA, Voltron may immediately terminate this Agreement is terminated pursuant on written notice to Hoth and this Section 12(b), Asset Manager Agreement shall be entitled to any terminated and all damages of no further force and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureeffect.

Termination for Cause. (a) NRF The Company may terminate Employee's employment for "cause" effective immediately upon giving written notice thereof. For purposes of this Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors term "cause" shall be limited to Asset Manager if (i) Asset Manager engages non-appealable conviction of a felony or of any crime involving fraud or misrepresentation that adversely affects the Company's reputation in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiariesa material way; (ii) Asset Manager breachesEmployee's gross negligence or willful misconduct which is materially injurious to the Company; (iii) excessive use of alcohol or illegal drugs interfering with the performance of Employee's duties and the continuance thereof after written warning; and (iv) any material breach by Employee of a material obligation under this Agreement with written notice thereof, and an appropriate period to cure such breach if such breach is curable. For purposes of this Section, no act or failure to act on Employee's part shall be considered "gross' or "willful" unless done, or omitted to be done, by Employee not in bad faith, good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding any term or provision of this Agreement to the contrary, termination shall not be considered for cause if the termination resulted from bad judgment or there is an event of gross negligence on the part of Asset Manager Employee or an act or omission which Employee believed at the time to be in good faith and in the performance interests of its duties under this Agreement andthe Company, in each case if it has a Material Adverse Effect on NRF and, with respect or not opposed to a breach in bad faith 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 gross negligenceobligations to Employee. All stock options, if any, which have become vested and exercisable on or before the effects of termination date shall remain vested and exercisable for 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 noticetime as specified in Employee's stock option agreement(s); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.

Termination for Cause. (a) NRF may The Corporation shall have the right to terminate the employment of Executive hereunder for cause at any time if: (i) Executive shall be convicted, by a court of competent and final jurisdiction, of any crime (whether or not involving the Corporation or any of its divisions, operations, subsidiaries or affiliated companies) which constitutes a felony in the jurisdiction involved; or (ii) Executive shall commit any act of fraud against or shall breach a fiduciary obligation to the Corporation or any of its divisions, operations, subsidiaries, or affiliated companies, provided that any such act (or failure to act) shall be determined in good faith by the Board of Directors to be material in respect of Executive's duties or functions hereunder; or (iii) Executive shall fail or refuse to perform any of his duties and responsibilities as required by, or shall otherwise breach, this Agreement, effective upon 60 days’ prior provided that termination of Executive's employment pursuant to this subparagraph 10(a)(iii) shall not constitute valid termination for cause unless Executive shall first have received written notice of termination from the Board of Directors to Asset Manager if (i) Asset Manager engages in any act or the Chief Executive Officer of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in Corporation stating with specificity the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects nature of such breach in bad faith failure or gross negligence can be reversed, such effects are not reversed within a period of 60 refusal and affording Executive at least fifteen (15) days (to correct the act or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRFomission complained of. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is the employment of Executive shall be terminated by the Corporation for cause pursuant to this Section 12(b)subparagraph 10(a) hereof, Asset Manager Executive shall be entitled to any receive the salary provided for in Paragraph 4(a) hereof, prorated through the end of the week in which such termination occurs and all damages and legal remedies arising from or such amounts as may be payable under the balance of the provisions in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damagesParagraph 4, as well as lost future profits specifically limited thereunder and business in accordance with the futureterms thereof. Executive shall accept such payment in full discharge and release of the Corporation of and from any other further obligations under this Agreement. Nothing contained in this Paragraph 10 shall constitute a waiver or release by the Corporation or any rights or claims it may have against Executive for actions or omissions which may give rise to an event causing termination of this Agreement pursuant to this Paragraph 10.

Termination for Cause. (a) NRF may Studio shall have the right to terminate this AgreementAgreement at any time for cause. As used herein, effective upon 60 days’ prior written notice of termination from the Board of Directors to Asset Manager if term “cause” shall mean (i) Asset Manager engages in any act of fraud, misappropriation of funds, any material funds or embezzlement against NRF property of Studio or any of its subsidiariesrelated companies; (ii) Asset Manager breaches, in bad faith, failure to obey reasonable and material orders given by the Chief Financial Officer of Studio or by the board of directors of Studio (iii) any provision material breach of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 daysby you; (iv) there is conviction of or entry of a dissolution plea of Asset Managerguilty or nolo contendre to a felony or a crime involving moral turpitude; (v) any willful act, or failure to act, by you in bad faith to the material detriment of Studio; or (vvi) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a material non-appealable binding order, or the Internal Revenue Service, compliance with established Studio policies and guidelines (after which you have been informed in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days writing of such determination, Asset Manager has not agreed policies and guidelines and you have failed to amend cure such non-compliance); provided that in each such case (other than (i) 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. or a willful failure in (bii) Asset Manager may terminate this Agreement effective upon 60 days’ prior 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 to NRF in of employment, and such cause is not cured within ten (10) business days after receipt by you of the event that NRF shall default in the performance or observance of any material term, condition or covenant contained first such notice. If you are terminated as set forth in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days Paragraph 11, then payment of the written noticespecified 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) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager theretofore earned by you shall be entitled to any and payment in full of all damages and legal remedies arising from or in connection with such default includingcompensation payable hereunder. If Studio terminated you hereunder, then you shall immediately reimburse Studio for all paid but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureunearned sums.

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 "cause" to terminate the Executive's employment hereunder if such termination shall be the result of: (a1) NRF may terminate Fraud in connection with the Executive's performance hereunder; (2) Dishonesty in connection with the Executive's performance hereunder except to the extent the Executive proves such dishonesty was both unintentional and covered only a matter which was de minimis; (3) The failure by the Executive to perform his material duties hereunder or any other material breach by Executive of this Agreement; (4) The failure by the Executive to follow, effective upon 60 days’ prior written notice in a material manner, the lawful directions of termination from or policies established by the Board of Directors or the Chief Executive Officer of the Company unless the tasks are of the type which could not reasonably be required of Executive pursuant to Asset Manager if this Agreement; (i5) Asset Manager engages in any act of fraud, misappropriation of fundsThe conviction for, or embezzlement against NRF plea of nolo contendere to, a charge of commission of a felony or any of its subsidiaries; crime involving moral turpitude; (ii6) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the The Executive's performance of its duties any services under this Agreement andwhile under the influence of drugs, in each case if it has a Material Adverse Effect on NRF andalcohol or any controlled substance except, with respect to a breach in bad faith or gross negligencecontrolled substances only, if to 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 extent Executive proves (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iiia) there is a commencement of taking any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination controlled substance was prescribed by a court of competent jurisdictionmedical doctor to treat a medical problem, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice such controlled substance was used only in accordance with said doctor’s instructions, and (c) taking such controlled substance does not and did not adversely affect Executive’s job performance during more than a de minimis period of termination time; or (7) The Executive acting in a manner, which damages or could reasonably be expected to NRF in damage the event business or reputation of the Company. The parties agree that NRF shall default in each of the performance foregoing breaches, events, crimes, behaviors, acts, inactions or observance occurrences constitutes independent grounds for “cause” and the failure of any material termbreach, condition event, crime, behavior, act, inaction or covenant contained in this Agreement and such default shall continue for a period occurrence to constitute “cause” under any paragraph of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b)4.a. shall not prevent that same breach, Asset Manager shall be entitled to any and all damages and legal remedies arising event, crime, behavior, act, inaction or occurrence from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futureconstituting “cause” under a different paragraph of this Section 4.a.

Termination for Cause. (a) NRF Catalina may terminate your employment for Cause at any time if you engage in any of the “Cause” activities below. However, if, in Catalina’s reasonable judgment, your misconduct can be cured, Catalina will give you written notice so that you will have an opportunity to cure the misconduct. If you do not do so within ten (10) business days, then you may be terminated for Cause. You can be terminated for “Cause” if you: (i) engage in willful, intentional, reckless, or grossly negligent misconduct the purpose or effect of which is to materially and adversely affect any member of the Group; (ii) falsify any work, personnel or company records; (iii) knowingly and without authorization take company funds or property or make unauthorized charges against any of the Group’s accounts; (iv) repeatedly refuse to perform your duties; (v) materially breach any of your obligations under this Agreement, effective upon 60 days’ prior written notice the Change of termination from Control Agreement or Catalina’s Code of Business Conduct & Ethics or the Service Agreement dated October 1, 2006 between you and Catalina Marketing UK Limited except because of a physical or mental illness, injury or condition; (vi) are convicted of, or you enter a plea of guilty or no contest to, a felony involving moral turpitude or materially violate any federal or state securities law; (vii) repeatedly and excessively use of alcohol or illegal drugs after Catalina’s Board of Directors to Asset Manager (the “Board”) has warned you that your employment would be terminated if you continued such use; or (iviii) Asset Manager engages engage in any act of fraudother willful, misappropriation of fundsintentional, reckless or grossly negligent misconduct or gross insubordination which impacts your ability to effectively perform your duties or ▇▇▇▇▇ the Group in a material way. In considering whether to terminate you for Cause, the Board, or embezzlement against NRF a person or any of committee designated by the Board, may exercise its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement discretion to conduct factual investigations and to interview you or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if other individuals that it has a Material Adverse Effect on NRF and, with respect determines to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT appropriate under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRFcircumstances. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.

Termination for Cause. (a) NRF Employer may terminate Employee’s employment immediately for “cause” by written notice to Employee. For purposes of this Agreement, effective upon 60 days’ prior a termination shall be for “cause” if the termination results from any of the following events: (i) Employee’s willful breach of any material provision of this Agreement, which breach Employee shall have failed to cure within thirty (30) days following Employer’s written notice to Employee specifying the nature of termination from 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 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 been contested in good faith, unless bankruptcy is caused directly by Employer’s unexcused failure to perform its obligations under this Agreement; (vi) Documented failure to follow the reasonable, written instructions of the Board of Directors to Asset Manager if (i) Asset Manager engages in any act of fraudEmployer, misappropriation of fundsthe Employer’s Chief Banking Officer, or embezzlement against NRF 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 its subsidiaries; (ii) Asset Manager breaches, in bad faith, Employer. Notwithstanding any other term or provision of this Agreement or there is an event of gross negligence on to the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligencecontrary, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset ManagerEmployee’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement employment is terminated for cause, Employee shall forfeit all rights to payments and benefits otherwise provided pursuant to this Section 12(b)Agreement; provided, Asset Manager however, that Base Salary shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in paid through the futuredate of termination.

Termination for Cause. (a) NRF The Company may terminate this Agreement, effective upon 60 days’ the Executive's employment for Cause by giving the Executive seven (7) days prior written notice of such termination. For purposes of this Agreement, "Cause" for termination from the Board of Directors to Asset Manager if shall mean (i) Asset Manager engages in any act the willful failure or refusal to carry out the reasonable directions of fraudthe Board, misappropriation which directions are consistent with the Executive's duties as set forth under this Agreement but which directions the Executive has failed to follow or implement within thirty (30) days after written notice of fundssuch failure, other than a failure resulting from the Executive's complete or embezzlement against NRF partial incapacity due to physical or any of its subsidiaries; mental illness or impairment; (ii) Asset Manager breaches, in bad faith, any provision a conviction for a violation of this Agreement a state or there is an event federal criminal law involving the commission of a felony; (iii) a willful act by the Executive that constitutes gross negligence on the part of Asset Manager in the performance of its the Executive's duties under this Agreement andand which materially injures the Company. No act, or failure to act, by the Executive shall be considered "willful" unless committed without good faith and without a reasonable belief that the act or omission was in each case if it the Company's best interest; (iv) a material breach by the Executive of the terms of this Agreement, which breach has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if not been cured by the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed Executive within a period of 60 days fifteen (or 90 days if Asset Manager takes steps to reverse such effects within 30 15) days of written notice); (iii) there is a commencement notice of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or said breach by the Company; (v) unless repeated unethical business practices by the Board of Directors determines that qualification for taxation as a REIT under Executive in connection with the U.S. federal income tax laws is no longer desirableCompany’s business, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 which unethical business practices continue after fifteen (15) days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that by the same be remedied in such 60-day period)Company; (vi) habitual use of alcohol or drugs by the Executive; or (vii) violation of the Company’s Code of Ethics or similar code of business conduct adopted by the Company for its executive officers. In Upon termination for Cause, the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager Executive shall not be entitled to payment of any compensation other than salary and all damages benefits under this Agreement earned up to the date of such termination and legal remedies arising from any stock options, warrants or in connection with similar rights which have vested at the date of such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the futuretermination.