Common use of Termination for Good Cause Clause in Contracts

Termination for Good Cause. For “Good Cause” upon determination by Executive that Good Cause exists to terminate Executive’s employment. “Good Cause” means, without Executive’s consent, (i) a diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, any of which remain uncorrected for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 90 days of the existence of such condition. Upon Executive’s termination for Good Cause, Executive shall receive all of the following severance benefits (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply):

Termination for Good Cause. For “"Good Cause” " upon determination by Executive that Good Cause exists to terminate Executive’s 's employment. “"Good Cause” " means, without Executive’s 's consent, (i) a diminution any reduction in Executive’s 's then current Monthly Base Salary, as set out on Exhibit "A" and increased from time to time, (ii) a material change in the location any relocation of Executive’s 's principal place of employment by the Company from the “"Location” " set out on Exhibit “"A,” " (iii) any material diminution change in Executive’s 's Position from that set out on Exhibit “"A” " or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s 's authority, duties, duties or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s 's Position set out on Exhibit "A" or any title or Position to which Executive has been promoted (provided, however, that (A) if after a Change in Control (as defined herein) the Company in its entirety (as it was constituted immediately prior to the Change in Control) becomes or is otherwise organized in its entirety (as it was constituted immediately prior to the Change in Control) as a division of its then Parent (as defined herein) or successor company and Executive retains the same title and Position and substantially the same authority, duties and responsibilities within such division, or (B) if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly publicly-traded company because the Company ceases to have any securities registered under Section section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then in either case Executive’s 's authority, duties and responsibilities will not be deemed to have been materially diminished solely diminished), (v) any failure by the Company to pay any amount due to the cessation of such publicly-traded company duties and responsibilities)under this Agreement, or (vvi) any material breach by the Company of any material provision of this Agreement, any of which remain uncorrected for 30 days following Executive’s 's written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 90 days of the existence of such condition. Upon Executive’s 's termination for Good Cause, Executive shall receive all of the following severance benefits (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply):benefits:

Termination for Good Cause. For “Good Cause” upon determination by Executive that Good Cause exists to terminate Executive’s employment. “Good Cause” means”, which shall mean the occurrence of any of the following events, without Executive’s consent, : (i) a material diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, which in the case of any of which remain (i) through (v) above remains uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 90 60 days of the initial existence of such conditionspecified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all of the following severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply):). b.

Termination for Good Cause. For “Good Cause” upon determination by Executive that Good Cause exists to terminate Executive’s employment. “Good Cause” means”, which shall mean the occurrence of any of the following events, without Executive’s consent, : (i) a material diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, which in the case of any of which remain (i) through (v) above remains uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 90 60 days of the initial existence of such conditionspecified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all of the following severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply):).

Termination for Good Cause. For “Good Cause” upon determination by Executive that Good Cause exists to terminate Executive’s employment. “Good Cause” means, without Executive’s consent, (i) a diminution any reduction in Executive’s then current Monthly Base Salary, as set out on Exhibit “A” and increased from time to time, (ii) a material change in the location any relocation of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution change in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, duties or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position set out on Exhibit “A” or any title or Position to which Executive has been promoted (provided, however, that (A) if after a Change in Control (as defined herein) the Company in its entirety (as it was constituted immediately prior to the Change in Control) becomes or is otherwise organized in its entirety (as it was constituted immediately prior to the Change in Control) as a division of its then Parent (as defined herein) or successor company and Executive retains the same title and Position and substantially the same authority, duties and responsibilities within such division, or (B) if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly publicly-traded company because the Company ceases to have any securities registered under Section section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then in either case Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely diminished), (v) any failure by the Company to pay any amount due to the cessation of such publicly-traded company duties and responsibilities)under this Agreement, or (vvi) any material breach by the Company of any material provision of this Agreement, any of which remain uncorrected for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 90 days of the existence of such condition. Upon Executive’s termination for Good Cause, Executive shall receive all of the following severance benefits (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply):benefits:

Termination for Good Cause. For “Good Cause” upon determination by Executive that Good Cause exists to terminate Executive’s employment. “Good Cause” means”, which shall mean the occurrence of any of the following events, without Executive’s consent, : (i) a material diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, or (vi) any restructuring of Executive’s direct reporting relationship such that Executive does not report to the Company’s Chief Executive Officer, which in the case of any of which remain (i) through (vi) above remains uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 90 60 days of the initial existence of such conditionspecified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all of the following severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply):).

Termination for Good Cause. For “Good Cause” upon determination by Executive that Good Cause exists to terminate Executive’s employment. “Good Cause” means”, which shall mean the occurrence of any of the following events, without Executive’s consent, : (i) a material diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, or (vi) any restructuring of Executive’s direct reporting relationship such that Executive does not report to the Company’s Board of Directors, which in the case of any of which remain (i) through (vi) above remains uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 90 60 days of the initial existence of such conditionspecified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all of the following severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply):).

Termination for Good Cause. For “Good Cause” upon determination by Executive It is agreed and understood that Good Cause exists the Company cannot terminate the employment of the Employee under this Agreement except for good cause, and that, without prejudice to the generality of the right to terminate Executive’s employment. “Good Cause” meansfor good cause, each of the following contingencies shall be good cause: (a) Should Employee by reason of injury or illness become incapable for more than one hundred fifty (150) consecutive days of satisfactorily performing his duties as an employee under this Agreement; (b) Should Employee for reasons other than illness or injury absent himself from his duties without Executive’s consent, the consent of the Company (iwhich consent shall not be unreasonably withheld) for more than twenty (20) consecutive days; (c) Should Employee be convicted of a diminution in Executive’s then current Monthly Base Salary, crime punishable by imprisonment; (iid) a material change in Should Employee during the location period of Executive’s principal place of his employment by the Company engage in any activity that would in the opinion of the Board of Directors of the Company constitute a material conflict of interest with the Company; provided that termination for cause based on this subparagraph (d) shall not be effective unless the Employee shall have received written notice from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution Board of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 Directors of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision such activity (which notice shall also include a demand for the Employee to cease the activity giving rise to the conflict of interest) fifteen (15) days prior to his termination and the Employee has failed after receipt of such notice to cease all activities creating the conflict of interest; or (e) Should Employee be grossly negligent or inefficient in the performance of his duties hereunder, or otherwise fail to comply with the terms and conditions of this Agreement; provided that termination for cause based on this subparagraph (e) shall not be effective unless the Employee shall have received written notice from the Board of Directors of the Company (which notice shall include a description of the reasons and circumstances giving rise to such notice) fifteen (15) 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 for good cause terminate Employee's employment under this Agreement without advance notice, except as otherwise specifically provided for in subparagraphs (d) and (e) above. Termination shall not affect any of which remain uncorrected for 30 days following Executive’s written notice to the Company of Good CauseCompany's other rights and remedies. Executive must provide such written notice to the Company of Good Cause within 90 days of the existence of such condition. Upon Executive’s termination for Good Cause, Executive shall receive all of the following severance benefits (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply):9.

Termination for Good Cause. The Board may terminate this Agreement for Good Cause, in which event, Executive shall be entitled to receive only his Minimum Annual Base Salary and only the compensation earned through participation in M & F’s Incentive Compensation Plan as of the date of termination. In no event shall Executive have the right to receive, or to have accrued or vested for his benefit, compensation or other benefits hereunder for any period after such termination. For purposes of this Agreement, “Good Cause” upon determination by means breach of fiduciary duty, fraud, embezzlement, gross negligence, intentional and material failure to perform stated duties after written notice thereto, conviction of a crime of dishonesty or moral turpitude, wilful and materials violation of any statute, or of any rule, regulation, order, statement of policy or final cease-and-desist order (“Laws”) of any governmental agency or body having regulatory authority over the Bank whether resulting in criminal prosecution or conviction, or a material and continuing breach of any provision of this Agreement (after written notice thereof) or the occurrence of any event that shall result in Executive that Good Cause exists being excluded from coverage, or having coverage limited with respect to terminate Executive as compared to other executive officers of the Bank, under any professional liability insurance policy covering its directors, officers or employees. For purposes of this Paragraph, no act or failure to act on Executive’s employment. part shall be considered “Good Causewillful” means, unless done or omitted to be done by him not in good faith and without Executive’s consent, (i) a diminution in Executive’s then current Monthly Base Salary, (ii) a material change reasonable belief that his action or omission was in the location best interest of Executive’s principal place M & F. With respect to the first occurrence of employment by any instance listed above specifically requiring written notice, the Company from Bank shall give the “Location” set out on Exhibit “A,” Executive written notice that describes the failure or breach and Executive shall have thirty (iii30) any material diminution in Executive’s Position from that set out on Exhibit “A” days to cure such breach or any title or Position failure to which Executive has been promoted, (iv) any material diminution the reasonable satisfaction of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (Board; provided, however, that if at no opportunity to cure shall be allowed for any time Executive ceases to have such duties subsequent substantially similar failure or breach and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, any of which remain uncorrected for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 90 days of the existence of such condition. Upon Executive’s termination for Good Cause, Executive shall receive all of the following severance benefits (provided, however, that, in the event of a termination for Good Cause in such circumstances shall be effective upon the giving of such written notice, which shall not be given less than ninety-one (91) days after the first such written notice. If M & F decides to terminate this Agreement as provided in which this Paragraph, M & F will give Executive thirty (30) days’ advance written notice of its intention to terminate this Agreement prior to the provisions date of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply):termination.

Termination for Good Cause. For “"Good Cause” " upon determination by Executive that Good Cause exists to terminate Executive’s 's employment. “"Good Cause” " means, without Executive’s 's consent, (i) a diminution any reduction in Executive’s 's then current Monthly Base Salary, as set out on Exhibit "A" and increased from time to time, (ii) a material change in the location any relocation of Executive’s 's principal place of employment by the Company from the “"Location” " set out on Exhibit “"A,” " (iii) any material diminution change in Executive’s 's Position from that set out on Exhibit “"A” " or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s 's authority, duties, duties or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s 's Position set out on Exhibit "A" or any title or Position to which Executive has been promoted (provided, however, that (A) if after a Change in Control (as defined herein) the Company in its entirety (as it was constituted immediately prior to the Change in Control) becomes or is otherwise organized in its entirety (as it was constituted immediately prior to the Change in Control) as a division of its then Parent (as defined herein) or successor company and Executive retains the same title and Position and substantially the same authority, duties and responsibilities within such division, or (B) if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly publicly-traded company because the Company ceases to have any securities registered under Section section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then in either case Executive’s 's authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilitiesdiminished), or (v) any failure by the Company to pay any amount due under this Agreement, (vi) any material breach by the Company of any material provision of this Agreement, (vii) any restructuring of Executive's direct reporting relationship such that Executive does not report to the Company's Board of Directors, (viii) any failure by the Company's Board of Directors to nominate Executive for re-election as a director of the Company at the 2006 annual meeting of stockholders of the Company and at any subsequent annual meeting of stockholders of the Company to the extent such subsequent nomination would be necessary for Executive to continue to serve on the Board of Directors of the Company through the time immediately preceding the 2009 annual meeting of stockholders of the Company, (ix) any failure by the Company's Board of Directors to elect Executive as Chairman of the Board of Directors of the Company (A) immediately following the 2006 annual meeting of stockholders of the Company (such time for Chairmanship election to be referred to hereinafter as the "2006 Election Time"), if Executive has not then elected to extend his employment for the Renewal Term, or (B) immediately following the 2007 annual meeting of stockholders of the Company (such time for Chairmanship election to be referred to hereinafter as the "2007 Election Time"), if Executive has then elected to extend his employment for the Renewal Term, or (x) any failure by the Board of Directors of the Company to continue Executive in the position of Chairman of the Board of Directors of the Company at any time from the 2006 Election Time or 2007 Election Time, as applicable, through the time immediately prior to the 2009 annual meeting of stockholders of the Company, any of which remain uncorrected for 30 days following Executive’s 's written notice to the Company of Good Cause. Executive must provide such written notice Notwithstanding anything to the Company contrary contained in this Agreement, for purposes of Good Cause within 90 days of this Section 2.2.a only, the existence of such conditionTerm shall continue through the 2006 Election Time, if Executive has not then elected to extend his employment for the Renewal Term, or through the 2007 Election Time, if Executive has then elected to extend his employment for the Renewal Term. Upon Executive’s 's termination for Good Cause, Executive shall receive all of the following severance benefits (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply):benefits:

Termination for Good Cause. For “Good Cause” upon determination by Executive that Good Cause exists to terminate Executive’s employment. “Good Cause” means, without Executive’s consent, (i) a diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, or (vi) any restructuring of Executive’s direct reporting relationship such that Executive does not report to the Company’s Chief Executive Officer, any of which remain uncorrected for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 90 days of the existence of such condition. Upon Executive’s termination for Good Cause, Executive shall receive all of the following severance benefits (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply):): (i) a lump-sum payment in cash (in accordance with Section 4.10) equal to the Monthly Base Salary in effect on the date of termination for Good Cause multiplied by 12, together with a prorated amount of Monthly Base Salary for any partial month in which such termination occurs;

Termination for Good Cause. For “Good Cause” upon determination by Executive that Good Cause exists to terminate Executive’s employment. “Good Cause” means, without Executive’s consent, (i) a diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, or (vi) any restructuring of Executive’s direct reporting relationship such that Executive does not report to the Company’s Chief Executive Officer, any of which remain uncorrected for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 90 days of the existence of such condition. Upon Executive’s termination for Good Cause, Executive shall receive all of the following severance benefits (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply):): Xxxxxxxx Execution Version

Termination for Good Cause. For “Good Cause” upon determination by Executive that Good Cause exists to terminate Executive’s employment. “Good Cause” means, without Executive’s consent, (i) a diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, or (vi) any restructuring of Executive’s direct reporting relationship such that Executive does not report to the Company’s Board of Directors, any of which remain uncorrected for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 90 days of the existence of such condition. Upon Executive’s termination for Good Cause, Executive shall receive all of the following severance benefits (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply):

Termination for Good Cause. For “"Good Cause” " upon determination by Executive that Good Cause exists to terminate Executive’s 's employment. “"Good Cause” " means, without Executive’s 's consent, (i) a diminution any reduction in Executive’s 's then current Monthly Base Salary, as set out on Exhibit "A" and increased from time to time, (ii) a material change in the location any relocation of Executive’s 's principal place of employment by the Company from the “"Location” " set out on Exhibit “"A,” " (iii) any material diminution change in Executive’s 's Position from that set out on Exhibit “"A” " or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s 's authority, duties, duties or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s 's Position set out on Exhibit "A" or any title or Position to which Executive has been promoted (provided, however, that (A) if after a Change in Control (as defined herein) the Company in its entirety (as it was constituted immediately prior to the Change in Control) becomes or is otherwise organized in its entirety (as it was constituted immediately prior to the Change in Control) as a division of its then Parent (as defined herein) or successor company and Executive retains the same title and Position and substantially the same authority, duties and responsibilities within such division, or (B) if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly publicly-traded company because the Company ceases to have any securities registered under Section section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then in either case Executive’s 's authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilitiesdiminished), or (v) any failure by the Company to pay any amount due under this Agreement, (vi) any material breach by the Company of any material provision of this Agreement, (vii) any restructuring of Executive's direct reporting relationship such that Executive does not report to the Company's Chief Executive Officer or (viii) if the Board of Directors of the Company (the "Board") appoints Executive to the office of President and/or Chief Executive Officer of the Company, any failure by the Board to also appoint Executive to the Board promptly after such appointment to President and/or Chief Executive Officer, any of which remain uncorrected for 30 days following Executive’s 's written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 90 days of the existence of such condition. Upon Executive’s 's termination for Good Cause, Executive shall receive all of the following severance benefits (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply):benefits:

Termination for Good Cause. For “Good Cause” upon determination by Executive that Good Cause exists to terminate Executive’s employment. “Good Cause” means”, which shall mean the occurrence of any of the following events, without Executive’s consent, : (i) a material diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, which in the case of any of which remain (i) through (v) above remains uncorrected by the Company for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Exhibit 10.37 Company of Good Cause within 90 60 days of the initial existence of such conditionspecified event alleged to constitute Good Cause. Executive shall not be entitled to terminate his employment for Good Cause with respect to specified events unless Executive tenders resignation for Good Cause within 30 days of the Company’s failure to cure. Upon Executive’s termination of employment for Good Cause, Executive shall receive all of the following severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply):).

Termination for Good Cause. For “Good Cause” upon determination by Executive that Good Cause exists to terminate Executive’s employment. “Good Cause” means, without Executive’s consent, (i) a diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), or (v) any material breach by the Company of any material provision of this Agreement, or (vi) any restructuring of Executive’s direct reporting relationship such that Executive does not report to the Company’s Chief Executive Officer, any of which remain uncorrected for 30 days following Executive’s written notice to the Company of Good Cause. Executive must provide such written notice to the Company of Good Cause within 90 days of the existence of such condition. Upon Executive’s termination for Good Cause, Executive shall receive all of the following severance benefits (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply):