Common use of Termination for Just Cause Clause in Contracts

Termination for Just Cause. For purposes of this Agreement, “Termination for Just Cause” means termination of my employment by Premier as the result of: (a) commission or omission of any act of dishonesty, embezzlement, theft, misappropriation or breach of fiduciary duty by me in connection with my employment with Premier; (b) any conviction, guilty plea or plea of nolo contendere by me for any felony, a misdemeanor in which fraud and dishonesty is a material element, or a crime of moral turpitude, that is likely to result in incarceration if later sentenced (if the Company CEO or Chair of the Board of Directors of Premier, Inc. (the “Board Chair”)) deem in his or her absolute discretion that such conviction or plea may have a significant adverse effect upon Premier or upon my ability to perform under this Agreement); (c) willful action or willful inaction with respect to my performance of my employment duties that constitutes a violation of law or governmental regulations or that causes Premier or its Related Companies (as defined in Section 6.2) or affiliated entities to violate such law or regulation; (d) a material breach of any securities or other law or regulation or any Premier or Related Company policy governing inappropriate disclosures or “tipping” related to (or the trading or dealing of) securities, stock or investments; (e) failure to reasonably cooperate or interference with a Premier-related investigation; (f) willful violation by me of Premier’s or its Related Companies’ lawful material policies, rules and procedures, including but not limited to Premier and its Related Companies’ Code of Conduct and Conflict of Interest policies; (g) the regulatory, governmental or administrative suspension, removal or prohibition of me as defined in this Section below; (h) willful misconduct, willful insubordination or willful refusal or unwillingness to carry out or follow specific lawful, reasonable directives, duties or assignments established or given by the Company CEO or the Board of Directors of Premier, Inc. (the “Board”) from time to time in accordance with this Agreement; (i) willful inattention to or dereliction of duty by me with respect to the business affairs of Premier or its Related Companies to which I am assigned material responsibilities or duties that is materially harmful to the business or reputation of Premier; (j) the breach of or failure to perform the obligations set forth in Sections 3 and/or 5-7 of this Agreement by me; (k) the prospective breach of the obligations set forth in Sections 3 and/or 5-7 of this Agreement by me; or (l) the breach or prospective breach or failure to perform the obligations set forth in Section 4 of this Agreement that is either willful or materially harmful to the business or reputation of Premier.

Termination for Just Cause. In the event that employment hereunder is terminated by the Company for Just Cause, the Executive shall not be entitled to receive compensation or other benefits for any period after such termination, except as provided by law. The phrase “Just Cause” as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to the Executive: (i) the conviction of the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the Company or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful failure of the Executive to perform his duties to the Company or Bank (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive’s employment by the Company. Notwithstanding the foregoing, Just Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Just Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Just Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. For purposes of this Agreementsubparagraph, “Termination for Just Cause” means termination of my employment by Premier as the result of: (a) commission or omission of any no act of dishonesty, embezzlement, theft, misappropriation or breach of fiduciary duty by me in connection with my employment with Premier; (b) any conviction, guilty plea or plea of nolo contendere by me for any felony, a misdemeanor in which fraud and dishonesty is a material element, or a crime of moral turpitude, that is likely to result in incarceration if later sentenced (if the Company CEO or Chair of the Board of Directors of Premier, Inc. (the “Board Chair”)) deem in his or her absolute discretion that such conviction or plea may have a significant adverse effect upon Premier or upon my ability to perform under this Agreement); (c) willful action or willful inaction with respect to my performance of my employment duties that constitutes a violation of law or governmental regulations or that causes Premier or its Related Companies (as defined in Section 6.2) or affiliated entities to violate such law or regulation; (d) a material breach of any securities or other law or regulation or any Premier or Related Company policy governing inappropriate disclosures or “tipping” related to (or the trading or dealing of) securities, stock or investments; (e) failure to reasonably cooperate or interference with a Premier-related investigation; (f) willful violation by me of Premier’s or its Related Companies’ lawful material policies, rules and procedures, including but not limited to Premier and its Related Companies’ Code of Conduct and Conflict of Interest policies; (g) the regulatory, governmental or administrative suspension, removal or prohibition of me as defined in this Section below; (h) willful misconduct, willful insubordination or willful refusal or unwillingness to carry out or follow specific lawful, reasonable directives, duties or assignments established or given by the Company CEO or the Board of Directors of Premier, Inc. (the “Board”) from time to time in accordance with this Agreement; (i) willful inattention to or dereliction of duty by me with respect to the business affairs of Premier or its Related Companies to which I am assigned material responsibilities or duties that is materially harmful to the business or reputation of Premier; (j) the breach of or failure to perform act, on the obligations set forth Executive’s part shall be considered “willful” unless done, or omitted to be done, by him not in Sections 3 and/or 5-7 of this Agreement by me; (k) good faith without reasonable believe that his action or omission was in the prospective breach best interest of the obligations set forth in Sections 3 and/or 5-7 Company and the Bank. Upon a finding of this Agreement by me; or (l) Just Cause, the breach or prospective breach or failure Board shall deliver to perform the obligations set forth Executive a Notice of Termination, as more fully described in Section 4 of this Agreement that is either willful or materially harmful to the business or reputation of Premier9 below.

Termination for Just Cause. The Company shall have the option to terminate the employment of the Executive hereunder, effective upon the effective date set forth in written notice of such termination to the Executive, for Just Cause. For purposes of this Agreement, “Termination for the term "Just Cause” means termination " shall mean the occurrence of my employment by Premier as any one or more of the result offollowing events: (ai) commission or omission the material breach by the Executive of any act of dishonesty, embezzlement, theft, misappropriation or breach of fiduciary duty by me in connection with my employment with Premier; (b) any conviction, guilty plea or plea of nolo contendere by me for any felony, a misdemeanor in which fraud and dishonesty is a material element, or a crime of moral turpitude, that is likely to result in incarceration if later sentenced (if the Company CEO or Chair of the Board of Directors of Premier, Inc. (the “Board Chair”)) deem in his or her absolute discretion that such conviction or plea may have a significant adverse effect upon Premier or upon my ability to perform covenants under this Agreement), and the failure by the Executive to promptly cure the breach or failure of performance upon written notice thereof from the Company; (cii) the Executive's willful action refusal to perform, or willful inaction with respect his substantial neglect of, the duties assigned to my the Executive pursuant to SECTION 1 hereof, and the failure by the Executive to promptly cure the breach or failure of performance of my employment duties that constitutes a violation of law or governmental regulations or that causes Premier or its Related Companies (as defined in Section 6.2) or affiliated entities to violate such law or regulationupon written notice thereof from the Company; (diii) a material breach the commission by the Executive of any securities theft or embezzlement of Company property or other law acts of dishonesty relating to his employment; (iv) the commission by the Executive of a crime resulting in injury to the business, property or regulation reputation of the Company or any Premier or Related Company policy governing inappropriate disclosures or “tipping” related to (or the trading or dealing of) securities, stock or investments; (e) failure to reasonably cooperate or interference with a Premier-related investigation; (f) willful violation by me affiliate of Premier’s or its Related Companies’ lawful material policies, rules and procedures, including but not limited to Premier and its Related Companies’ Code of Conduct and Conflict of Interest policies; (g) the regulatory, governmental or administrative suspension, removal or prohibition of me as defined in this Section below; (h) willful misconduct, willful insubordination or willful refusal or unwillingness to carry out or follow specific lawful, reasonable directives, duties or assignments established or given by the Company CEO or the Board commission of Directors of Premier, Inc. (the “Board”) from time to time in accordance with this Agreement; (i) willful inattention to or dereliction of duty by me with respect to the business affairs of Premier or its Related Companies to which I am assigned material responsibilities or duties that is materially other significant activities harmful to the business or reputation of Premierthe Company or any affiliate of the Company; (jv) any significant violation of any statutory or common law duty of loyalty to the Company; (vi) failure of the Executive to comply with any provision of the gaming or liquor laws of Colorado or any other jurisdiction in which the Company or any affiliate conducts operations or is applying for a gaming or liquor license or failure of the Executive to comply with any rule or regulation of any administrative body having jurisdiction, which may materially and negatively affect the gaming or liquor license of the Executive or the Company or any affiliate of the Company; or (vii) the breach failure of the Executive to obtain or retain any permit, license or approval required by any governmental authority and such failure to perform is not the obligations set result of any negligence or omission by the Company. A termination of employment of the Executive for Just Cause shall be effectuated by giving the Executive written notice of the termination setting forth in Sections 3 and/or 5-7 reasonable detail the specific conduct of the Executive that constitutes Just Cause and the specific provision(s) of this Agreement by me; on which the Company relies, and shall be given within ninety (k90) the prospective breach days of the obligations set forth in Sections 3 and/or 5-7 date on which the Company first acquires knowledge of this Agreement by me; or (l) occurrence of the breach or prospective breach or failure to perform the obligations set forth in Section 4 of this Agreement that is either willful or materially harmful conduct giving rise to the business Just Cause. Upon termination of the Executive for Just Cause, the Company shall pay the Executive the unpaid portion of Base Salary attributable to periods up to and including the effective date of such termination and any other amounts to which the Executive may be entitled under any benefit plan maintained by the Company or reputation as otherwise may be provided by law, and the Executive shall not be entitled to any severance benefits pursuant to SECTION 10 hereof and all obligations of Premier.the Company hereunder shall cease. (b)

Termination for Just Cause. In the event that employment hereunder is terminated by the Company for Just Cause, the Executive shall not be entitled to receive compensation or other benefits for any period after such termination, except as provided by law. The phrase “Just Cause” as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to the Executive: (i) the conviction of the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the Company or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful failure of the Executive to perform his duties to the Company or Bank (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive’s employment by the Company. Executive shall not have the right to receive compensation or other benefits for any period after Termination for Just Cause.Notwithstanding the foregoing, Just Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Just Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Just Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. For purposes of this Agreementsubparagraph, “Termination for Just Cause” means termination of my employment by Premier as the result of: (a) commission or omission of any no act of dishonesty, embezzlement, theft, misappropriation or breach of fiduciary duty by me in connection with my employment with Premier; (b) any conviction, guilty plea or plea of nolo contendere by me for any felony, a misdemeanor in which fraud and dishonesty is a material element, or a crime of moral turpitude, that is likely to result in incarceration if later sentenced (if the Company CEO or Chair of the Board of Directors of Premier, Inc. (the “Board Chair”)) deem in his or her absolute discretion that such conviction or plea may have a significant adverse effect upon Premier or upon my ability to perform under this Agreement); (c) willful action or willful inaction with respect to my performance of my employment duties that constitutes a violation of law or governmental regulations or that causes Premier or its Related Companies (as defined in Section 6.2) or affiliated entities to violate such law or regulation; (d) a material breach of any securities or other law or regulation or any Premier or Related Company policy governing inappropriate disclosures or “tipping” related to (or the trading or dealing of) securities, stock or investments; (e) failure to reasonably cooperate or interference with a Premier-related investigation; (f) willful violation by me of Premier’s or its Related Companies’ lawful material policies, rules and procedures, including but not limited to Premier and its Related Companies’ Code of Conduct and Conflict of Interest policies; (g) the regulatory, governmental or administrative suspension, removal or prohibition of me as defined in this Section below; (h) willful misconduct, willful insubordination or willful refusal or unwillingness to carry out or follow specific lawful, reasonable directives, duties or assignments established or given by the Company CEO or the Board of Directors of Premier, Inc. (the “Board”) from time to time in accordance with this Agreement; (i) willful inattention to or dereliction of duty by me with respect to the business affairs of Premier or its Related Companies to which I am assigned material responsibilities or duties that is materially harmful to the business or reputation of Premier; (j) the breach of or failure to perform act, on the obligations set forth Executive’s part shall be considered “willful” unless done, or omitted to be done, by him not in Sections 3 and/or 5-7 of this Agreement by me; (k) good faith without reasonable believe that his action or omission was in the prospective breach best interest of the obligations set forth in Sections 3 and/or 5-7 Company and the Bank. Upon a finding of this Agreement by me; or (l) Just Cause, the breach or prospective breach or failure Board shall deliver to perform the obligations set forth Executive a Notice of Termination, as more fully described in Section 4 of this Agreement that is either willful or materially harmful to the business or reputation of Premier9 below.

Termination for Just Cause. For purposes of this AgreementAgreement , “Termination for Just Cause” means termination of my the employment of Executive by Premier the Board as the result of: (a1) commission or omission of any act of dishonesty, embezzlement, theft, misappropriation or breach of fiduciary duty by me Executive in connection with my Executive’s employment with Premier; (b2) any conviction, guilty plea or plea of nolo contendere by me Executive for any felony, a misdemeanor in which fraud and dishonesty is a material element, or a crime of moral turpitude, that is likely to result in incarceration if later sentenced (if the Company CEO or Chair of the Board of Directors of Premier, Inc. (the “Board Chair”)) deem deems in his or her its absolute discretion that such conviction or plea may have a significant adverse effect upon Premier or upon my Executive’s ability to perform under this Agreement); (c3) willful action or willful inaction with respect to my Executive’s performance of my his employment duties that constitutes a violation of law or governmental regulations or that causes Premier or its Related Companies (as defined in Section 6.2) or affiliated entities Affiliates to violate such law or regulation; (d4) a material breach of any securities or other law or regulation or any Premier or Related Company policy governing inappropriate disclosures or “tipping” related to (or the trading or dealing of) securities, stock or investments; (e5) failure to reasonably cooperate or interference with a Premier-related investigation; (f6) willful violation by me Executive of Premier’s or its Related Companies’ lawful material policies, rules and procedures, including but not limited to Premier and its Related Companies’ Code of Conduct and Conflict of Interest policies; (g7) the regulatory, governmental or administrative suspension, removal or prohibition of me Executive as defined in this Section below; (h) 8) willful misconduct, willful insubordination to the Board or willful refusal or unwillingness to carry out or follow specific lawful, reasonable directives, duties or assignments established or given by the Company CEO or the Board of Directors of Premier, Inc. (the “Board”) from time to time in accordance with this Agreement; (i9) willful inattention to or dereliction of duty by me Executive with respect to the business affairs of Premier or its Related Companies to which I am Executive is assigned material responsibilities or duties by the Board that is materially harmful to the business or reputation of Premier; (j10) the breach of or failure to perform the obligations set forth in Sections 3 7-10 and/or 513-7 14 of this Agreement by meExecutive; (k11) the prospective breach of the obligations set forth in Sections 3 7-10 and/or 513-7 14 of this Agreement by meExecutive; or (l12) the breach or prospective breach or failure to perform the obligations set forth in Section 4 Sections 11-12 of this Agreement that is either willful or materially harmful to the business or reputation of Premierthe Company.

Termination for Just Cause. In the event that employment hereunder is terminated by the Company for Just Cause, the Executive shall not be entitled to receive compensation or other benefits for any period after such termination, except as provided by law. The phrase “Just Cause” as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to the Executive: (i) the conviction of the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the Company or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful failure of the Executive to perform his duties to the Company or Bank (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive’s employment by the Company. Executive shall not have the right to receive compensation or other benefits for any period after Termination for Just Cause. Notwithstanding the foregoing, Just Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Just Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Just Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. For purposes of this Agreementsubparagraph, “Termination for Just Cause” means termination of my employment by Premier as the result of: (a) commission or omission of any no act of dishonesty, embezzlement, theft, misappropriation or breach of fiduciary duty by me in connection with my employment with Premier; (b) any conviction, guilty plea or plea of nolo contendere by me for any felony, a misdemeanor in which fraud and dishonesty is a material element, or a crime of moral turpitude, that is likely to result in incarceration if later sentenced (if the Company CEO or Chair of the Board of Directors of Premier, Inc. (the “Board Chair”)) deem in his or her absolute discretion that such conviction or plea may have a significant adverse effect upon Premier or upon my ability to perform under this Agreement); (c) willful action or willful inaction with respect to my performance of my employment duties that constitutes a violation of law or governmental regulations or that causes Premier or its Related Companies (as defined in Section 6.2) or affiliated entities to violate such law or regulation; (d) a material breach of any securities or other law or regulation or any Premier or Related Company policy governing inappropriate disclosures or “tipping” related to (or the trading or dealing of) securities, stock or investments; (e) failure to reasonably cooperate or interference with a Premier-related investigation; (f) willful violation by me of Premier’s or its Related Companies’ lawful material policies, rules and procedures, including but not limited to Premier and its Related Companies’ Code of Conduct and Conflict of Interest policies; (g) the regulatory, governmental or administrative suspension, removal or prohibition of me as defined in this Section below; (h) willful misconduct, willful insubordination or willful refusal or unwillingness to carry out or follow specific lawful, reasonable directives, duties or assignments established or given by the Company CEO or the Board of Directors of Premier, Inc. (the “Board”) from time to time in accordance with this Agreement; (i) willful inattention to or dereliction of duty by me with respect to the business affairs of Premier or its Related Companies to which I am assigned material responsibilities or duties that is materially harmful to the business or reputation of Premier; (j) the breach of or failure to perform act, on the obligations set forth Executive’s part shall be considered “willful” unless done, or omitted to be done, by him not in Sections 3 and/or 5-7 of this Agreement by me; (k) good faith without reasonable believe that his action or omission was in the prospective breach best interest of the obligations set forth in Sections 3 and/or 5-7 Company and the Bank. Upon a finding of this Agreement by me; or (l) Just Cause, the breach or prospective breach or failure Board shall deliver to perform the obligations set forth Executive a Notice of Termination, as more fully described in Section 4 of this Agreement that is either willful or materially harmful to the business or reputation of Premier9 below.

Termination for Just Cause. The Trust may terminate this Agreement for "Just Cause." For purposes of this AgreementSECTION 9(b), “Termination for "Just Cause” means termination " shall mean the occurrence of my employment by Premier as any one or more of the result offollowing events: (ai) commission the conviction or omission rendering of any act a civil judgment against the Executive for theft or embezzlement of dishonesty, embezzlement, theft, misappropriation or Trust property; (ii) the rendering of a civil judgment against the Executive for breach of fiduciary a duty by me in connection with my employment with Premierof loyalty owed to the Trust; (biii) any conviction, guilty plea or plea of nolo contendere by me for any felony, a misdemeanor in which fraud and dishonesty is a material element, or a crime of moral turpitude, that is likely to result in incarceration if later sentenced (if the Company CEO or Chair conviction of the Board Executive of Directors a felony resulting in injury to the business, property or reputation of Premierthe Trust or any affiliate of the Trust; or (iv) a decision rendered by an arbitrator, Inc. (in an arbitration to be initiated by the “Board Chair”)) deem in his Trust that the Executive shall have refused to or her absolute discretion that such conviction or plea may have a significant adverse effect upon Premier or upon my ability willfully failed to perform his material duties under this Agreement); (c) willful action or willful inaction with respect to my performance of my employment duties , shall have committed intentional acts that constitutes a violation of law or governmental regulations or that causes Premier or its Related Companies (as defined in Section 6.2) or affiliated entities to violate such law or regulation; (d) a caused material breach of any securities or other law or regulation or any Premier or Related Company policy governing inappropriate disclosures or “tipping” related to (or the trading or dealing of) securities, stock or investments; (e) failure to reasonably cooperate or interference with a Premier-related investigation; (f) willful violation by me of Premier’s or its Related Companies’ lawful material policies, rules and procedures, including but not limited to Premier and its Related Companies’ Code of Conduct and Conflict of Interest policies; (g) the regulatory, governmental or administrative suspension, removal or prohibition of me as defined in this Section below; (h) willful misconduct, willful insubordination or willful refusal or unwillingness to carry out or follow specific lawful, reasonable directives, duties or assignments established or given by the Company CEO or the Board of Directors of Premier, Inc. (the “Board”) from time to time in accordance with this Agreement; (i) willful inattention to or dereliction of duty by me with respect to the business affairs of Premier or its Related Companies to which I am assigned material responsibilities or duties that is materially harmful damage to the business or reputation property of Premier; (j) the breach of Trust, or failure to perform the obligations set forth in Sections 3 and/or 5-7 of performed his material duties under this Agreement by me; (k) the prospective breach of the obligations set forth in Sections 3 and/or 5-7 of this Agreement by me; a manner that constituted gross negligence which caused or (l) the breach or prospective breach or failure to perform the obligations set forth in Section 4 of this Agreement that is either willful or materially harmful causing material damage to the business or reputation property of Premierthe Trust. The sole purpose of such arbitration shall be to determine whether the Trust has "Just Cause" to terminate the Agreement or the Executive under (iv) hereof. The Trust shall not terminate the Agreement or Executive for "Just Cause" before the Executive has been convicted or before a civil judgment has been rendered against the Executive or before the Trust has obtained an arbitrator's final decision regarding "Just Cause" as the case may be. If the Trust terminates this Agreement or the Executive for "Just Cause" before obtaining an arbitrator's final decision or before a civil judgment has been rendered, the Trust shall be deemed to immediately and irrevocably waive and release any and all grounds that it has or may have at the time to terminate this Agreement or the Executive for "Just Cause." The arbitration shall be final and binding and held in the City of Chicago before a single arbitrator and in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, except as specifically otherwise provided in this SECTION 9. The arbitrator shall be selected from a group of professionals associated with JAM/Endispute and each party shall have the right to serve document requests and up to twenty-five interrogatories and to take up to three depositions each of which shall last no more than four hours. Except as set forth below, the filing of the arbitration or initiation of a civil proceeding shall not excuse any party from performing its obligations under this Agreement; and during the pendency of the arbitration, all parties shall continue to perform their respective obligations in good faith, subject to any rights to terminate this Agreement that may be available to any party other than for "Just Cause" except that the Trust may suspend or place the Executive on leave, with pay, upon the commencement of any criminal or civil proceeding (including arbitration) alleging any of the events set forth in (i)-(iv) above.