Common use of Termination Provisions Clause in Contracts

Termination Provisions. (a) In addition to, and not in lieu of, the termination provisions set forth in Section 6 herein, the employment of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. 41.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 41.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. (a) In addition to, and not in lieu of, the termination provisions set forth in Section 6 herein, the employment of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions anything in this Agreement to the contrary, if, in the opinion of counsel for the Company (which counsel shall be reasonably acceptable to the Registering Stockholder, provided that O'Melveny & ▇▇▇▇▇ LLP and Holme ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP shall be deemed reasonably acceptable to the Registering Stockholder for purposes of this Section 5(a)), there shall have arisen any legal impediment to the offering of Transaction Registrable Shares pursuant to this Agreement or if any legal action or administrative proceeding shall have been instituted or threatened or any other claim shall have been made relating to the registration or the offer made by the related prospectus or against any of the parties involved in the offering, the Company may at any time upon written notice (a "TERMINATION NOTICE") to each Registering Stockholder participating in the registration (1) terminate the employment effectiveness of the Executive without Causerelated Registration Statement or (2) withdraw from the Registration Statement the Transaction Registrable Shares owned by the Registering Stockholder; provided that, but in such event promptly after those matters shall be resolved to the satisfaction of counsel for the Company, then the Company shall be obligated to pay the Executive any and all amounts payable to the Executive notify each affected Registering Stockholder in writing that such matters have been resolved and, pursuant to Section 4 above for the greater of (i) the remainder of the initial term 1 or the extended term2, as the case may be, shall, upon the written direction of such affected Registering Stockholder and subject to the limitations in Section 1(b) or elsewhere herein, cause the registration of Transaction Registrable Shares formerly covered by the Registration Statement that were removed from registration by the action of the Agreement in effect immediately prior Company. (b) If the Company shall take any action pursuant to such terminationSection 5(a) with respect to a Registering Stockholder or other holder of Registrable Shares, or (ii) then the period during which the Registering Stockholder may exercise its rights under Sections 1 and 2 shall be extended by one day beyond the Termination Date for a number of days equal to (1) year (the "Remainder Term"), and number of days during which the Company shall also continue for be required under Section 3(e) to cause the Remainder Term Registration Statement to permit remain effective under the Executive Securities Act and the Prospectus to receive or participate in all fringe benefits available to him remain current minus (2) the number of days during which the Registration Statement was effective before the date of the action taken pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b5(a), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. 42.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 42.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 42.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 42.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 39.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 39.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 39.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 39.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 39.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 40.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 40.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 40.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 40.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 40.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 42.1 ADMINISTRATOR may terminate this Agreement without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Agreement that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement. 42.2 For ninety (90) calendar days prior to the termination expiration date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinthis Agreement, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act upon notice of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 42.3 In the event of termination of this Agreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for "cause" any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this subparagraphAgreement. 42.4 The obligations of COUNTY under this Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Agreement, reduce COUNTY’s maximum funding obligation, or modify this Agreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 42.5 If any term, covenant, condition, or provision of this Agreement or the application thereof is held invalid, void, or unenforceable, the Company shall not be obligated to make any further payments hereunder to remainder of the executive. (b) Notwithstanding any provisions in this Agreement to the contraryshall remain in full force and effect and shall in no way be affected, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. ‌ 41.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 41.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. (i) If the Executive's employment shall be terminated for Cause pursuant to paragraph 2(i), and if such termination is challenged by the Executive and the challenge is resolved in favor of the Bank, the Bank shall have no further obligation to the Executive. (ii) If within (3) years after a Change of Control of the Bank, (1) the Bank shall terminate the Executive's employment in accordance with the provisions of paragraph 2(i) hereof, and if such termination is challenged by the Executive and the challenge is resolved in favor of the Executive, or (2) the Executive shall terminate his employment pursuant to paragraph 2(ii) hereof at any time during the period beginning with a Change of Control and ending three (3) years after the Change of Control, then, except as provided in Section 6 of this Agreement, (a) On or before the Executive's last day of employment with the Bank, the Bank shall pay to the Executive as compensation for services rendered to the Bank a cash amount (subject to any applicable payroll or other taxes required to be withheld) equal to 2.99 times the highest annual compensation paid to the Executive by the Bank for any six months ending with the Executive's termination, provided that, at the option of the Executive, the cash amount required to be paid hereby shall be paid by the Bank in equal monthly installments over the six (6) months succeeding the Date of Termination, payable on the first day of each such month. For purposes of this paragraph 3(ii), highest annual compensation shall include only base salary and cash bonuses paid to Executive. (b) In addition to, and not in lieu of, the termination provisions set forth in Section 6 herein, the employment of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," benefits to which cause is defined specifically in the event that the Executive is guilty entitled under the retirement plans or programs of (i) a willful and reckless disregard to perform his duties the Bank in effect as set forth of the date first above written or any successor plans or programs in Section 3 herein, or (ii) willful misfeasance for which effect on the Company is directly and adversely affected, or (iii) any act Date of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by employment, the Company for reckless disregard of his duties Bank shall pay the Executive a cash amount equal to the Companyactuarial equivalent of the retirement pension to which the Executive would have been entitled under the terms of such retirement plan or programs, willful misfeasance or an act without regard to "vesting" thereunder, had the Executive accumulated three (3) additional years of dishonesty with respect continuous service (after any termination pursuant to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of this Agreement) at the Executive's employment hereunder for Cause shall be effective upon delivery base salary rate in effect on the Date of written notice Termination under such retirement plans or programs reduced by the single sum actuarial equivalent of any amounts to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminatedentitled pursuant to the provisions of said retirement plans and programs. Upon the termination For purposes of this Agreement for paragraph 3(ii)(b), "causeactuarial equivalent" as set forth in this subparagraph, shall be determined using the Company shall not be obligated to make any further payments hereunder same methods and assumptions utilized under the Bank's retirement plans and programs immediately prior to the executive. (bChange of Control. The Bank's obligation under this paragraph 3(ii)(b) Notwithstanding any provisions may be satisfied by a lump sum payment in this Agreement to cash or by the contrary, the Company may terminate the employment purchase of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any an annuity owned by and all amounts payable to the Executive, which annuity shall provide for payment comparable to payments which the Executive would receive pursuant to Section 4 above for the greater of (i) the remainder of the initial term aforementioned retirement plans or programs. The payment shall be made or the extended term, as the case may be, of the Agreement in effect immediately prior annuity shall be purchased and delivered to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 abovewithin thirty (30) days following termination; provided, however, that during at the Remainder Term any amounts payable Executive's option, payment may be deferred until a later time if in the Executive's opinion, a deferral would result in a more advantageous income or estate tax treatment. (c) The Bank shall maintain in full force and effect, for the continued benefit of the Executive for a three-year period after the Date of Termination, all employee benefit plans and programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Bank shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans and programs. (iii) In the event that the Executive terminates his employment at any time after a Change of Control for other than Good Reason, or Good Reason is alleged but ultimately determined pursuant to this Section 11(b)paragraph 2(v) to be not justifiable, and any fringe benefits which he receives or in which he participates pursuant then the Bank shall have no further obligation to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the CompanyExecutive.

Termination Provisions. ‌ 42.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 42.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or DocuSign Envelope ID: 2F1D3A9A-464B-4F08-AD1F-E394D40DDAD6 transitioning all data in the format determined by COUNTY. 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 42.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 42.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 39.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 39.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 39.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if DocuSign Envelope ID: 7C2B325D-40A0-41AF-81E0-813B26F84191 requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 39.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 39.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. ‌ 41.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) DocuSign Envelope ID: D8453ACA-07AC-4C14-89F0-2382A56E685D breach of this Contract. 41.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 10 44.1 ADMINISTRATOR may terminate this Agreement without penalty 11 immediately with cause or after thirty (a30) In addition todays written notice without cause, mailing. Cause shall be defined as include but not limited to any breach of contract, any partial misrepresentation whether negligent or willful, or fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Agreement that in lieu of, the termination provisions set forth in Section 6 herein, the employment reasonable opinion of COUNTY indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may right to 12 unless otherwise specified. Notice shall be terminated by deemed served on the Company date of 13 18 20 terminate this Agreement shall relieve COUNTY of all further obligations under 21 this Agreement. of this Agreement (“Transition Period”), prior to the termination expiration date of this Agreement, or upon notice of termination For ninety (90) calendar days 22 44.2 24 Upon termination, or notice thereof, CONTRACTOR agrees to cooperate with agreed upon in writing by the initial term Parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without The Transition Period may be modified as 25 ADMINISTRATOR in the orderly transfer of service responsibilities, active case 26 records, and pertinent documents. 27 business by CONTRACTOR or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if In the event of termination of this Agreement, cessation of transitioning all data in Section 2 hereof) the format determined by COUNTY. alteration. CONTRACTOR also shall assist COUNTY in extracting and/or 3 44.3 5 6 COUNTY is then or is alleged to be in breach of this Agreement. 9 44.4 The obligations of COUNTY under this Agreement are contingent upon 10 the availability of Federal and/or State funds, as applicable, for the 11 reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds 12 for the services hereunder in the budget approved by the Orange County Board 13 of Supervisors each fiscal year this Agreement remains in effect or operation. 14 In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may 15 immediately terminate this Agreement, reduce COUNTY’s maximum obligation, or (ii) willful misfeasance for which the Company is directly and adversely affected16 modify this Agreement, or (iii) any act without penalty. The decision of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may ADMINISTRATOR will be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. 44.1 ADMINISTRATOR may terminate this Agreement without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Agreement that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement. 44.2 For ninety (90) calendar days prior to the termination expiration date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinthis Agreement, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act upon notice of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 44.3 In the event of termination of this Agreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for "cause" any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this subparagraphAgreement. 44.4 The obligations of COUNTY under this Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Agreement, reduce COUNTY’s maximum funding obligation, or modify this Agreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 44.5 If any term, covenant, condition, or provision of this Agreement or the application thereof is held invalid, void, or unenforceable, the Company shall not be obligated to make any further payments hereunder to remainder of the executive. (b) Notwithstanding any provisions in this Agreement to the contraryshall remain in full force and effect and shall in no way be affected, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 42.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 42.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may DocuSign Envelope ID: 7300CE4E-5385-4DED-A457-AB32C02A1A47 be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 42.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 42.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 42.1 ADMINISTRATOR may terminate this Agreement without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Agreement that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement. 42.2 For ninety (90) calendar days prior to the termination expiration date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinthis Agreement, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act upon notice of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 42.3 In the event of termination of this Agreement, cessation of business by (WJP0221) Page 38 of 41 (May 17, 2021) CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for "cause" any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this subparagraphAgreement. 42.4 The obligations of COUNTY under this Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Agreement, reduce COUNTY’s maximum funding obligation, or modify this Agreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 42.5 If any term, covenant, condition, or provision of this Agreement or the application thereof is held invalid, void, or unenforceable, the Company shall not be obligated to make any further payments hereunder to remainder of the executive. (b) Notwithstanding any provisions in this Agreement to the contraryshall remain in full force and effect and shall in no way be affected, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. (a) In addition to, and not in lieu of, the termination provisions set forth in Section 6 herein, the employment of the Executive hereunder may be event that Employee is terminated by the Company prior Employer after February 8, 2016 during such time that Employee is willing and able to perform the termination date duties of District Administrator, then in that event, Employer agrees to pay Employee at the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically time of receipt of his last pay check a lump sum cash payment equal to six months aggregate salary. However, in the event that the Executive Employee is guilty terminated at any time because of (i) a willful and reckless disregard Employee’s material failure to perform his duties as set forth assigned, malfeasance in Section 3 hereinoffice, gross misconduct, conviction for a felony, or (ii) willful misfeasance conviction for which an illegal act involving personal gain to Employee, then Employer shall have no obligation to pay the Company is directly and adversely affectedtermination benefits. If Employer at any time during the employment term reduces the salary or other financial benefits of Employee in a greater percentage than across-the-board reduction for other full time employees, unless agreed upon by Employee, or (iii) if Employer refuses, following written notice, to comply with any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination other provisions of this Agreement for benefiting Employee or Employee resigns following a formal suggestion by Employer that Employee resign, then Employee may, at his option, be deemed to be "causeterminated" as on the effective date of Employee's resignation and the Employee shall also be entitled to receive the termination benefits set forth in this subparagraphabove. If Employee voluntarily resigns his position with Employer, Employee agrees to give the Company shall not be obligated to make any further payments hereunder to the executive. Employer thirty (b30) Notwithstanding any provisions in this Agreement to the contrarydays advance notice. If Employee voluntarily resigns his position with Employer, the Company may terminate the employment of the Executive without Cause, but in such event the Company there shall be obligated no termination pay due to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), Employee. Employee shall be reduced by any payments or fringe entitled to all other accrued benefits the Executive shall receive during the Remainder Term from any consistent with termination benefits granted to other source of employment which is unaffiliated with the Companyfull time non-union employees.

Termination Provisions. 13 ADMINISTRATOR may terminate this Agreement without penalty, immediately 14 with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice 15 shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any 16 breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of 17 CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable 18 control, and not repeated or continued violations of COUNTY ordinances unrelated to performance 19 under this Agreement that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless 20 disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to 21 terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement. 22 For ninety (90) calendar days prior to the termination expiration date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinthis Agreement, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act upon 23 notice of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" (“Transition Period”), CONTRACTOR agrees to 24 cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, 25 and pertinent documents. The Transition Period may be modified as set forth agreed upon in writing by the 27 to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or 28 transitioning all data in the format determined by COUNTY. 1 In the event of termination of this subparagraphAgreement, the Company cessation of business by 2 CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide 3 services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to 4 promptly provide to COUNTY the COUNTY data if requested to do so on such media as 5 reasonably requested by COUNTY, even if COUNTY is then or is alleged to be obligated to make any further payments hereunder to the executivein breach of this 6 Agreement. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. 42.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance DocuSign Envelope ID: 23B4657D-C98F-4EA3-A3C2-208A37E4A951 of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 42.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 42.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately DocuSign Envelope ID: 23B4657D-C98F-4EA3-A3C2-208A37E4A951 comply with ADMINISTRATOR’s decision. 42.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. (a) In addition to, and not in lieu ofThroughout the term of this contract, the termination provisions set forth in Section 6 herein, Board specifically reserves the right to terminate the employment of the Executive hereunder may Assistant Superintendent for valid and just cause for the reasons specified in Section 1080 of the Public School Code of 1949 as amended. Just cause shall include but not be terminated limited to those acts justifying termination of a professional employee under Section 1080. The Board shall not arbitrarily or capriciously call for Assistant Superintendent's dismissal. No termination will be effective unless the Assistant Superintendent receives at least three (3) days’ written notice of the reasons for termination and is afforded the opportunity to respond to the Board. Nothing in this agreement shall prohibit the Board from immediately suspending Assistant Superintendent from her duties upon probable cause of grounds for termination. If termination for cause occurs, no further compensation shall be paid to Assistant Superintendent. The Assistant Superintendent shall in any event have the right to written charges, notice of hearing, and a fair and impartial hearing, all elements of due process, and the right to appeal to a court of competent jurisdiction. At any such hearing before the Board, the Assistant Superintendent shall have the right to be present and to be heard, to be represented by counsel, and to present witnesses and testimony relevant to the issue. A transcript of the record of proceedings before the Board shall be made available without charge to the Assistant Superintendent in the event an appeal is taken by the Company Assistant Superintendent from any action taken by the Board. Assistant Superintendent has the right to be represented by counsel at her sole cost and expense. Provided, however, should the Assistant Superintendent prevail, the Board shall reimburse her for reasonable and necessary legal fees incurred in any action. The Assistant Superintendent may resign at any time provided she gives the Board at least ninety (90) days’ notice prior to the termination effective date of the initial resignation. No agreement between the School Board and the Assistant Superintendent for a negotiated severance will provide for a severance obligation from the School District to the Assistant Superintendent that exceeds the following: 1. If the severance takes effect two (2) years or more prior to the end of the above-stated contract term, the maximum severance obligation of the School District is the equivalent of one (1) year’s compensation and benefits otherwise due under the contract. 2. If the severance takes effect less than two (2) years prior to the end of the above-stated contract term, the maximum severance obligation of the School District is the equivalent of 50% of the total outstanding compensation and benefits otherwise due under the contract. The buyout and severance provisions of this contract may not be modified during the course of this contract term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive contract is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty terminated by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Causeeither party." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. ‌ 43.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 43.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY.‌ 43.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 43.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision.‌ 43.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 44.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 44.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 44.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 44.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 44.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. (a) In addition to, and not in lieu of, the termination provisions set forth in Section 6 herein, the employment of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (igull(i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affectedmisteasance, or (iii) any act of dishonesty by the Executive bearing directly upon with respect to the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitutec-institute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective immediately upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" reason or reasons for which the Executive is being terminatedsuch termination. Upon the termination of this Agreement for "cause" as set forth in accordance with this subparagraphSection 11(a), the Company shall not be obligated to make any further payments hereunder to the executiveExecutive. (b) Notwithstanding any provisions in this Agreement to without CauseAgreement the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year termination (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. 20 ADMINISTRATOR may terminate this Agreement without penalty, immediately 21 with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice 22 shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any 23 breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of 24 CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable 25 control, and not repeated or continued violations of COUNTY ordinances unrelated to performance 26 under this Agreement that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless 27 disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to 28 terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement. 1 For ninety (90) calendar days prior to the termination expiration date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinthis Agreement, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act upon 2 notice of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" (“Transition Period”), CONTRACTOR agrees to 3 cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, 4 and pertinent documents. The Transition Period may be modified as set forth agreed upon in writing by the 6 to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or 7 transitioning all data in the format determined by COUNTY. 8 In the event of termination of this subparagraphAgreement, the Company cessation of business by 9 CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide 10 services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to 11 promptly provide to COUNTY the COUNTY data if requested to do so on such media as 12 reasonably requested by COUNTY, even if COUNTY is then or is alleged to be obligated to make any further payments hereunder to the executivein breach of this 13 Agreement. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. 42.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance CLC3122 Page 39 of 43 of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 42.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 42.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately CLC3122 Page 40 of 43 comply with ADMINISTRATOR’s decision. 42.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 43.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 43.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY.‌ 43.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 43.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision.‌ 43.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. ‌ 39.1 ADMINISTRATOR may terminate this Agreement without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Agreement that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement. 39.2 For ninety (90) calendar days prior to the termination expiration date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinthis Agreement, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act upon notice of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY.‌ 39.3 In the event of termination of this Agreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for "cause" any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this subparagraphAgreement. 39.4 The obligations of COUNTY under this Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Agreement, reduce COUNTY’s maximum funding obligation, or modify this Agreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 39.5 If any term, covenant, condition, or provision of this Agreement or the application thereof is held invalid, void, or unenforceable, the Company shall not be obligated to make any further payments hereunder to remainder of the executive. (b) Notwithstanding any provisions in this Agreement to the contraryshall remain in full force and effect and shall in no way be affected, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. ‌ 40.1 ADMINISTRATOR may terminate this Contract without cause after thirty (a30) In addition todays written notice. Either party may terminate this Contract without penalty, immediately with cause. Notice shall be deemed served as outlined in Subparagraph 10.2 of this Contract. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of either party, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by either party of the Executive hereunder may be terminated right to terminate this Contract for cause, or exercise by the Company ADMINISTRATOR to terminate without cause, shall relieve the parties of all further obligations under this Contract. 40.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined mutually by COUNTY and CONTRACTOR.‌ 40.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 40.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding‌ on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 40.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. (a) In addition to, and not in lieu ofThroughout the term of this contract, the termination provisions set forth in Section 6 herein, Board specifically reserves the right to terminate the employment of the Executive hereunder may Assistant Superintendent for valid and just cause for the reasons specified in Section 1080 of the Public School Code of 1949 as amended. Just cause shall include but not be terminated limited to those acts justifying termination of a professional employee under Section 1080. The Board shall not arbitrarily or capriciously call for Assistant Superintendent 's dismissal. No termination will be effective unless the Assistant Superintendent receives at least three (3) days’ written notice of the reasons for termination and is afforded the opportunity to respond to the Board. Nothing in this agreement shall prohibit the Board from immediately suspending Assistant Superintendent from her duties upon probable cause of grounds for termination. If termination for cause occurs, no further compensation shall be paid to Assistant Superintendent. The Assistant Superintendent shall in any event have the right to written charges, notice of hearing, and a fair and impartial hearing, all elements of due process, and the right to appeal to a court of competent jurisdiction. At any such hearing before the Board, the Assistant Superintendent shall have the right to be present and to be heard, to be represented by counsel, and to present witnesses and testimony relevant to the issue. A transcript of the record of proceedings before the Board shall be made available without charge to the Assistant Superintendent in the event an appeal is taken by the Company Assistant Superintendent from any action taken by the Board. Assistant Superintendent has the right to be represented by counsel at his sole cost and expense. Provided, however, should the Assistant Superintendent prevail, the Board shall reimburse him for reasonable and necessary legal fees incurred in any action. The Assistant Superintendent may resign at any time provided he gives the Board at least ninety (90) days’ notice prior to the termination effective date of the initial resignation. No agreement between the School Board and the Assistant Superintendent for a negotiated severance will provide for a severance obligation from the School District to the Assistant Superintendent that exceeds the following: 1. If the severance takes effect two (2) years or more prior to the end of the above-stated contract term, the maximum severance obligation of the School District is the equivalent of one (1) year’s compensation and benefits otherwise due under the contract. 2. If the severance takes effect less than two (2) years prior to the end of the above-stated contract term, the maximum severance obligation of the School District is the equivalent of 50% of the total outstanding compensation and benefits otherwise due under the contract. The buyout and severance provisions of this contract may not be modified during the course of this contract term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive contract is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty terminated by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Causeeither party." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. ADMINISTRATOR may terminate this Agreement without penalty, with cause after providing written notice of the reasons for the grounds for termination with a twenty (a20) In addition tocalendar day response period for the FOOD BANK to cure or after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of FOOD BANK, discontinuance of the services for reasons within FOOD BANK’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Agreement that, in lieu ofthe reasonable MPY0419 Page 17 of 20 May 14, the termination provisions set forth in Section 6 herein2020 opinion of COUNTY, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement. For ninety (90) calendar days prior to the termination expiration date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinthis Agreement, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act upon notice of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" (“Transition Period”), FOOD BANK agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as set forth agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. FOOD BANK also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. In the event of termination of this subparagraphAgreement, the Company cessation of business by FOOD BANK, or any other event preventing FOOD BANK from continuing to provide services, FOOD BANK shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in breach of this Agreement. The obligations of COUNTY under this Agreement to are contingent upon the contraryavailability of federal and/or State funds, as applicable, for the Company reimbursement of FOOD BANK’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate the employment this Agreement, reduce COUNTY’s maximum obligation, or modify this Agreement, without penalty. The decision of the Executive without Cause, but in such event the Company ADMINISTRATOR shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater binding on FOOD BANK. ADMINISTRATOR will provide FOOD BANK with written notification of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect such determination. FOOD BANK shall immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated comply with the CompanyADMINISTRATOR’s decision.

Termination Provisions. ‌ 41.1 Either party may terminate this Agreement without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of a party, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Agreement that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement. 41.2 For ninety (90) calendar days prior to the termination expiration date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinthis Agreement, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act upon notice of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as set forth agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY.‌ 41.3 In the event of termination of this subparagraphAgreement, the Company cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be obligated to make any further payments hereunder to the executivein breach of this Agreement. (b) Notwithstanding any provisions in 41.4 The obligations of COUNTY under this Agreement to are contingent upon the contraryavailability of federal and/or State funds, as applicable, for the Company reimbursement of‌ CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate the employment this Agreement, reduce COUNTY’s maximum funding obligation, or modify this Agreement, without penalty. The decision of the Executive without Cause, but in such event the Company ADMINISTRATOR shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect such determination. CONTRACTOR shall immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 abovecomply with ADMINISTRATOR’s decision; provided, however, that during CONTRACTOR may terminate this Agreement upon written notice to COUNTY if COUNTY determines to reduce the Remainder Term COUNTY’s maximum obligation or modify this Agreement. 41.5 If any amounts payable to term, covenant, condition, or provision of this Agreement or the Executive pursuant to application thereof is held invalid, void, or unenforceable, the remainder of the provisions in this Section 11(b)Agreement shall remain in full force and effect and shall in no way be affected, and any fringe benefits which he receives impaired, or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 40.1 ADMINISTRATOR may terminate this Contract without cause after thirty (a30) In addition todays written notice. Either party may terminate this AgreementContract without penalty, immediately with cause or after thirty (30) days written notice without cause, unless otherwise specified.. Notice shall be deemed served on the dateas outlined in Subparagraph 10.2 of mailingthis Contract. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of a Partyeither party, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this MA-063-23011212 Page 44 of 50 March 1, 2023 AgreementContract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR either party of the Executive hereunder may be terminated right to terminate this AgreementContract for cause, or exercise by the Company ADMINISTRATOR to terminate without cause, shall relieve COUNTYthe parties of all further obligations under this AgreementContract. 40.2 For ninety (90) calendar days prior to the termination expiration date of this AgreementContract, or upon notice of termination of this AgreementContract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined mutually by COUNTY and CONTRACTOR. 40.3 In the event of termination of this AgreementContract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this AgreementContract. 40.4 The obligations of COUNTY under this AgreementContract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this AgreementContract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this AgreementContract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this AgreementContract, or (iii) any act without penalty. The decision of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause ADMINISTRATOR shall be effective upon delivery binding on CONTRACTOR. MA-063-23011212 Page 45 of 50 March 1, 2023 ADMINISTRATOR will provide CONTRACTOR with written notice to the Executive which notice notification of such determination. CONTRACTOR shall be a sworn affidavit from at least two non-interested parties, setting forth immediately comply with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 aboveADMINISTRATOR’s decision; provided, however, that during CONTRACTOR may terminate this Agreement upon written notice to COUNTY if COUNTY determines to reduce COUNTY’s maximum obligation or modify this Agreement. 40.5 If any term, covenant, condition, or provision of this AgreementContract or the Remainder Term any amounts payable to application thereof is held invalid, void, or unenforceable, the Executive pursuant to remainder of the provisions in this Section 11(b)AgreementContract shall remain in full force and effect and shall in no way be affected, and any fringe benefits which he receives impaired, or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 42.1 ADMINISTRATOR may terminate this Agreement without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Agreement that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement. 42.2 For ninety (90) calendar days prior to the termination expiration date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinthis Agreement, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act upon notice of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 42.3 In the event of termination of this Agreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for "cause" any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this subparagraphAgreement. 42.4 The obligations of COUNTY under this Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Agreement, reduce COUNTY’s maximum funding obligation, or modify this Agreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 42.5 If any term, covenant, condition, or provision of this Agreement or the application thereof is held invalid, void, or unenforceable, the Company shall not be obligated to make any further payments hereunder to remainder of the executive. (b) Notwithstanding any provisions in this Agreement to the contraryshall remain in full force and effect and shall in no way be affected, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. ‌ 44.1 ADMINISTRATOR may terminate this Contract without cause after thirty (a30) In addition days written notice. Either party may terminate this Contract without penalty, immediately with cause. Notice shall be deemed served as outlined in Subparagraph 10.2 of this Contract. Cause shall include, but not be limited to, and not in lieu ofany breach of contract, any partial misrepresentation whether negligent or willful, fraud on the termination provisions set forth in Section 6 hereinpart of either party, the employment discontinuance of the Executive hereunder may be terminated services for reasons within CONTRACTOR’s reasonable control, termination of COUNTY funding as outlined in Subparagraph 44.4 and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by either party of the right to terminate this Contract for cause, or exercise by the Company ADMINISTRATOR to terminate without cause, shall DocuSign Envelope ID: 71EEDA4D-DB66-401C-912F-02838736BA4E 44.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY and CONTRACTOR. 44.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 44.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of terminated: (i) a willful and reckless disregard ADMINISTRATOR shall immediately terminate this Contract, without penalty to perform his duties as set forth in Section 3 herein, or either party; (ii) willful misfeasance for which ADMINISTRATOR shall provide CONTRACTOR with prior written notification of its decisions to immediately terminate the Company is directly and adversely affected, or Contract; (iii) any act such decision of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause ADMINISTRATOR shall be effective binding on CONTRACTOR; and, (iv) CONTRACTOR shall immediately comply with ADMINSTRATOR’s decision. In the event funding is reduced, ADMINISTRATOR shall request to amend the Contract to reduce COUNTY’s maximum obligation upon delivery of thirty (30) days’ prior written notice to CONTRACTOR sent in accordance with the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature Notices section of the "cause" for which the Executive is being terminatedthis Contract. Upon CONTRACTOR’s receipt of such request, the termination parties shall negotiate in good faith, DocuSign Envelope ID: 71EEDA4D-DB66-401C-912F-02838736BA4E an amendment reducing COUNTY’s maximum obligation and a proportionate reduction in CONTRACTOR’s service obligations. Prior to being effective, any such amendment must be agreed upon and signed by both parties. 44.5 If any term, covenant, condition, or provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 41.1 ADMINISTRATOR may terminate this Agreement without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Agreement that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement. 41.2 For ninety (90) calendar days prior to the termination expiration date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinthis Agreement, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act upon notice of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of termination of this Agreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for "cause" any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this subparagraphAgreement. 41.4 The obligations of COUNTY under this Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Agreement, reduce COUNTY’s maximum funding obligation, or modify this Agreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or provision of this Agreement or the application thereof is held invalid, void, or unenforceable, the Company shall not be obligated to make any further payments hereunder to remainder of the executive. (b) Notwithstanding any provisions in this Agreement to the contraryshall remain in full force and effect and shall in no way be affected, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 42.1 Either Party may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 42.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without DocuSign Envelope ID: C1699981-367A-4E93-B66A-CA0849068709 DocuSign Envelope ID: 81A5495A-230D-4264-8358-EB12B24A8B8D DocuSign Envelope ID: 8FC5ECED-4536-49EB-A4AB-9CA23D0B1D81 alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 42.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 42.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 39.1 ADMINISTRATOR may terminate this Agreement without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Agreement that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement. 39.2 For ninety (90) calendar days prior to the termination expiration date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinthis Agreement, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act upon notice of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 39.3 In the event of termination of this Agreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for "cause" any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this subparagraphAgreement. 39.4 The obligations of COUNTY under this Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Agreement, reduce COUNTY’s maximum funding obligation, or modify this Agreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 39.5 If any term, covenant, condition, or provision of this Agreement or the application thereof is held invalid, void, or unenforceable, the Company shall not be obligated to make any further payments hereunder to remainder of the executive. (b) Notwithstanding any provisions in this Agreement to the contraryshall remain in full force and effect and shall in no way be affected, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 42.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance DocuSign Envelope ID: 40A3DBA1-1EC3-47FB-9184-F7D865CC9EEA of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 42.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 42.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately DocuSign Envelope ID: 40A3DBA1-1EC3-47FB-9184-F7D865CC9EEA comply with ADMINISTRATOR’s decision. 42.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 41.1 ADMINISTRATOR may terminate this Agreement without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall FDA0121 Page 38 of 41 March 3, 2021 include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Agreement that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement. 41.2 For ninety (90) calendar days prior to the termination expiration date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinthis Agreement, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act upon notice of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of termination of this Agreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for "cause" any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this subparagraphAgreement. 41.4 The obligations of COUNTY under this Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Agreement, reduce COUNTY’s maximum funding obligation, or modify this Agreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with FDA0121 Page 39 of 41 March 3, 2021 written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or provision of this Agreement or the application thereof is held invalid, void, or unenforceable, the Company shall not be obligated to make any further payments hereunder to remainder of the executive. (b) Notwithstanding any provisions in this Agreement to the contraryshall remain in full force and effect and shall in no way be affected, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 42.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance DocuSign Envelope ID: 9AF40527-22C4-4230-B711-536D5ED76CF0 under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 42.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 42.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 42.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application DocuSign Envelope ID: 9AF40527-22C4-4230-B711-536D5ED76CF0 thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. ‌ 44.1 ADMINISTRATOR may terminate this Agreement without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Agreement that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement. 44.2 For ninety (90) calendar days prior to the termination expiration date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinthis Agreement, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act upon notice of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY.‌ 44.3 In the event of termination of this Agreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for "cause" any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this subparagraphAgreement. 44.4 The obligations of COUNTY under this Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Agreement, reduce COUNTY’s maximum funding obligation, or modify this Agreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 44.5 If any term, covenant, condition, or provision of this Agreement or the application thereof is held invalid, void, or unenforceable, the Company shall not be obligated to make any further payments hereunder to remainder of the executive. (b) Notwithstanding any provisions in this Agreement to the contraryshall remain in full force and effect and shall in no way be affected, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. ‌ 43.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 43.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 43.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing DocuSign Envelope ID: C90E6514-7DAE-4FF3-852B-B31A67475FF5 to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 43.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 43.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 43.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 43.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 43.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 43.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 43.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. ‌ 39.1 ADMINISTRATOR may terminate this Agreement without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Agreement that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement. 39.2 For ninety (90) calendar days prior to the termination expiration date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinthis Agreement, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act upon notice of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service‌ responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 39.3 In the event of termination of this Agreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for "cause" any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this subparagraphAgreement. 39.4 The obligations of COUNTY under this Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Agreement, reduce COUNTY’s maximum funding obligation, or modify this Agreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 39.5 If any term, covenant, condition, or provision of this Agreement or the application thereof is held invalid, void, or unenforceable, the Company shall not be obligated to make any further payments hereunder to remainder of the executive. (b) Notwithstanding any provisions in this Agreement to the contraryshall remain in full force and effect and shall in no way be affected, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. (a) In addition to, and not in lieu of, the termination provisions set forth in Section 6 herein, the employment of the Executive hereunder The Government may be terminated terminate this Agreement by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which Performer, provided that such written notice shall be a sworn affidavit from is preceded by consultation between the Parties. The Performer may request Agreement termination by giving the Government sixty (60) days written notification of their intent to do so. In the event of any termination at least two non-interested parties, setting forth with specificity the exact nature request of the "cause" Performer, the request must be made prior to entry and payment of the next Payable Milestone (Attachment 2) and the Government is obligated only to reimburse the Performer for which those payable milestones completed as of the Executive is being terminateddate of the termination. Upon If the Performer requests termination of this Agreement, the Government may, at its discretion, agree to terminate. The Government and the Performer should negotiate in good faith a reasonable and timely adjustment of all outstanding issues between the Parties as a result of termination, which may include non-cancelable commitments. In the event of a termination of the Agreement, the Government shall have paid-up rights in Data as described in Article VII, Data Rights. Failure of the Parties to agree to terminate and/or an equitable adjustment shall be resolved pursuant to Article V, Disputes. The Government may terminate this Agreement for "cause" convenience by written notice to the Performer. This unilateral termination for convenience shall be based on a reasonable determination that the Agreement will not produce beneficial results commensurate with the expenditure of resources. The Government may terminate this Agreement for convenience, in whole or in part, if the Agreements Officer (AO) determines that a termination is in the Government's interest. The AO shall terminate by delivering to the Recipient a Notice of Termination specifying the extent of termination and the effective date. The Government is obligated only to reimburse the Performer for those payable milestones completed as of the date of the termination. Extending the Term The Parties may, by mutual written agreement, extend the term of this Agreement if opportunities within the scope set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company Article I reasonably warrant. Any extension shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, formalized through modification of the Agreement in effect immediately prior to such termination, or (ii) one (1) year (by the "Remainder Term"), AO and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the CompanyPerformer Administrator.

Termination Provisions. Either party may terminate this Agreement without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of a Party, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Agreement that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement. For ninety (90) calendar days prior to the termination expiration date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinthis Agreement, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act upon notice of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as set forth agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. In the event of termination of this subparagraphAgreement, the Company cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in breach of this Agreement. The obligations of COUNTY under this Agreement to are contingent upon the contraryavailability of federal and/or State funds, as applicable, for the Company reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate the employment this Agreement, reduce COUNTY’s maximum funding obligation, or modify this Agreement, without penalty. The decision of the Executive without Cause, but in such event the Company ADMINISTRATOR shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect such determination. CONTRACTOR shall immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 abovecomply with ADMINISTRATOR’s decision; provided, however, that during CONTRACTOR may terminate this Agreement upon written notice to COUNTY if COUNTY determines to reduce COUNTY’s maximum obligation or modify this Agreement. If any term, covenant, condition, or provision of this Agreement or the Remainder Term any amounts payable to application thereof is held invalid, void, or unenforceable, the Executive pursuant to remainder of the provisions in this Section 11(b)Agreement shall remain in full force and effect and shall in no way be affected, and any fringe benefits which he receives impaired, or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. ‌ 40.1 ADMINISTRATOR may terminate this Agreement without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Agreement that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement. 40.2 For ninety (90) calendar days prior to the termination expiration date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinthis Agreement, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act upon notice of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY.‌ 40.3 In the event of termination of this Agreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for "cause" any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this subparagraphAgreement. 40.4 The obligations of COUNTY under this Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Agreement, reduce COUNTY’s maximum funding obligation, or modify this Agreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 40.5 If any term, covenant, condition, or provision of this Agreement or the application thereof is held invalid, void, or unenforceable, the Company shall not be obligated to make any further payments hereunder to remainder of the executive. (b) Notwithstanding any provisions in this Agreement to the contraryshall remain in full force and effect and shall in no way be affected, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. This Contract may be terminated prior to the end of the Term of this Contract as follows: A. The Superintendent shall be subject to discharge and termination of this Contract for the reasons specified in Section 1080 of the Public School Code. However, the Board shall not arbitrarily or capriciously call for the Superintendent’s dismissal. No termination will be effective unless the Superintendent receives at least one (a1) In addition week’s written notice of the reasons for termination and is afforded the opportunity to respond to the Board. If termination for cause occurs, no additional salary shall be paid to the Superintendent following the effective date of the termination. The Superintendent shall in any event have the right to written charges, notice of hearing, and a fair and impartial hearing, all elements of due process, and the right to appeal to a court of competent jurisdiction. At any such hearing before the Board, the Superintendent shall have the right to be present and to be heard, to be represented by counsel, and to present witnesses and testimony relevant to the issue. A transcript of the record of proceedings before the Board shall be made available without charge to the Superintendent. The Superintendent has the right to be represented by counsel at her sole cost and expense. Provided, however, should the Superintendent prevail, the Board shall reimburse her for reasonable and necessary legal fees incurred in any action. B. This Contract may be unilaterally terminated without penalty by the resignation of the Superintendent at any time provided the Superintendent gives the Board at least ninety (90) days’ notice prior to the effective date of the resignation. If this Contract is terminated in this manner, the District shall pay and provide to the Superintendent all of the aggregate compensation, salary, and benefits including, but not limited to, insurance premiums and not in lieu ofcoverage and payment for unused leave, the Superintendent earned, accrued and/or is entitled to in accordance with this Contract through the effective date of her resignation and termination provisions set forth of this Contract plus any applicable post- employment and post-retirement benefits provided for in Section 6 herein, the employment of the Executive hereunder this Contract. C. This Contract may be terminated by the Company mutual consent in writing of the Superintendent and the Board under the terms and conditions mutually agreed upon by the Superintendent and Board at the time of such termination provided that such mutual agreement is in accordance with the Public School Code. D. This Contract shall be terminated upon the death of the Superintendent, at which time, the District shall pay to the Superintendent’s spouse, estate and/or heirs all of the aggregate compensation, salary and benefits the Superintendent earned, accrued and/or is entitled to under this Contract through the date of the Superintendent’s death. E. No agreement between the School Board and the Superintendent for a negotiated severance will provide for a severance obligation not otherwise accruing under the Contract from the District to the Superintendent that exceeds the following: 1. If the severance takes effect two (2) years or more prior to the termination date end of the initial above-stated contract term, the maximum severance obligation of the District is the equivalent of one (1) year’s compensation and benefits otherwise due under the contract. 2. If the severance takes effect less than two (2) years prior to the end of the above-stated contract term, the maximum severance obligation of the District is the equivalent of 50% of the total outstanding compensation and benefits otherwise due under the contract. The buyout and severance provisions of this contract may not be modified during the course of this contract term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive contract is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty terminated by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Causeeither party." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. 42.1 Either PARTY may terminate this Agreement without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Agreement that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement. 42.2 For ninety (90) calendar days prior to the termination expiration date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinthis Agreement, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act upon notice of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue WDM0321 Page 38 of 41 May 17, 2021 to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 42.3 In the event of termination of this Agreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for "cause" any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this subparagraphAgreement. 42.4 The obligations of COUNTY under this Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Agreement, reduce COUNTY’s maximum funding obligation, or modify this Agreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 42.5 If any term, covenant, condition, or provision of this Agreement or the application thereof is held invalid, void, or unenforceable, the Company shall not be obligated to make any further payments hereunder to remainder of the executive. (b) Notwithstanding any provisions in this Agreement to the contraryshall remain in full force and effect and shall in no way be affected, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 42.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance DocuSign Envelope ID: F72AAA7D-5C0A-40BD-8888-7D72E527E8FB of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 42.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 42.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately DocuSign Envelope ID: F72AAA7D-5C0A-40BD-8888-7D72E527E8FB comply with ADMINISTRATOR’s decision. 42.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 42.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise WKW0722 Page 40 of 44 April 25, 2022 DocuSign Envelope ID: 873673BE-CA7F-4A96-B638-4A4589E90BF0 DocuSign Envelope ID: 48A28A2E-18EB-4AD5-861A-6B951FD6A7B1 specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 42.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 42.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this WKW0722 Page 41 of 44 April 25, 2022 DocuSign Envelope ID: 873673BE-CA7F-4A96-B638-4A4589E90BF0 DocuSign Envelope ID: 48A28A2E-18EB-4AD5-861A-6B951FD6A7B1 Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 42.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 41.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise DocuSign Envelope ID: A47F6659-4FF3-4C44-AC99-FFC4F23F21E0 specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 41.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this DocuSign Envelope ID: A47F6659-4FF3-4C44-AC99-FFC4F23F21E0 Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. ‌ 43.1 ADMINISTRATOR may terminate this Agreement without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Agreement that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement. 43.2 For ninety (90) calendar days prior to the termination expiration date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinthis Agreement, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act upon notice of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY.‌ 43.3 In the event of termination of this Agreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for "cause" any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this subparagraphAgreement. 43.4 The obligations of COUNTY under this Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Agreement, reduce COUNTY’s maximum funding obligation, or modify this Agreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 43.5 If any term, covenant, condition, or provision of this Agreement or the application thereof is held invalid, void, or unenforceable, the Company shall not be obligated to make any further payments hereunder to remainder of the executive. (b) Notwithstanding any provisions in this Agreement to the contraryshall remain in full force and effect and shall in no way be affected, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. a. Unless any applicable industrial award or agreement provides for a greater period or notice, in the event you elect to resign from the Company for any reason, you agree to provide the Company with at least 30 days’ advance written notice of same. b. In the event your employment is terminated by the Company for any reason other than for “Cause” (aas defined below), you will be entitled to six (6) In addition tomonths’ notice, or six (6) months’ of your Base Salary in lieu thereof (“Severance Pay”), less all applicable deductions, payable in one lump sum upon termination, provided that: (i) you first execute a full release of all actual and potential claims against the Company and the Group in a form approved and provided by the Company; and (ii) you are not eligible to receive any benefits or other consideration for a termination due to a “Change in Control” under your previously executed Amended and Restated Continuity Agreement (“Continuity Agreement”) or other similar agreement. It is further agreed and contemplated that the Severance Pay shall include, and not fully satisfy the Company’s responsibility for, any notice, or pay in lieu ofof notice, required by law. If you are not terminated for Cause, but do not receive Severance Pay for whatever reason, you shall receive the amount of notice, or pay in lieu of notice, as required by law. Initials c. The Company may terminate your employment immediately without notice for Cause. In the event you are terminated for Cause, you shall be entitled to your salary earned through the date of termination; it being understood, however, that you shall not be eligible for, nor receive, any additional compensation or benefits. d. For purposes of this Agreement, “Cause” shall be defined as any serious, willful or persistent misconduct, including but not limited to: i. willful or gross neglect or gross negligence in the performance of your responsibilities; ii. serious incompetence or inefficiency in the performance of your duties; iii. serious or repeated breaches of this Agreement or repudiation of any term in this Agreement; iv. disobedience or neglect of any lawful order or direction given by or on behalf of the Company or the Group, including as given in any WWI, Company or Group policy, practice or procedure; v. habitual use of alcohol or narcotics while engaged in the performance of duties; vi. misappropriation of any property of the Company or any Group member; vii. engaging in physical violence, abuse or bad language towards any other employee, customer, or other person having business dealings with the Company or any Group member; viii. conviction of a criminal offence that, in the opinion of the Company, may detrimentally affect the Company or any Group member; ix. conduct that, in the reasonable opinion of the Company, may detrimentally affect the Company or any Group member; x. any act of dishonesty, breach of trust, or fraud in the course of or in connection with the performance of your duties; xi. any violation of the Company and/or Group’s non-discrimination and/or non-harassment policies; and xii. any violation of WWI’s Code of Conduct. e. In the event the Company provides you with actual notice of your termination pursuant to Section 12(b) above, the termination provisions Company is not obligated to assign you any duties or permit you to be present for work during this notice period. f. It is agreed and understood that the benefits set forth in Section 6 herein, the employment of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof12(b) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constituteabove shall, and is referred to elsewhere hereinintended to, as termination for "Cause." Such termination of satisfy the Executive's employment hereunder for Cause Company’s notice and/or severance obligations under the Fair Work Act and any other similar law or regulation, and that, upon termination, you shall not be effective upon delivery of written notice to the Executive which notice entitled to, and shall be not make a sworn affidavit from at least two non-interested partiesclaim for, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as any notice, compensation or benefits beyond those set forth in this subparagraph, Agreement. If the Fair Work Act or other similar law or regulation requires that the Company shall not be obligated to make give you a greater period of notice, or greater payment in lieu of notice, than provided under Section 12(b) in any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryparticular circumstances, then the Company may terminate the employment will give you this greater period of the Executive without Cause, but notice or payment in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater lieu of notice (i) the remainder of the initial term or the extended term, as the case may be). g. Upon termination for any reason, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), you agree and authorize the Company shall also continue for and/or the Remainder Term Group to permit the Executive to receive set-off against and deduct from all or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to you, any amount owing by you to the Executive pursuant to this Section 11(b)Company and/or the Group, and any fringe benefits which he receives whether or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits not the Executive shall receive during the Remainder Term from any other source respective payment obligations are of employment which is unaffiliated with the Company.an entirely different character. Initials

Termination Provisions. ‌ 42.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 42.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 42.4 The obligations of COUNTY under this Contract are contingent upon the WMR1022 Page 40 of 43 April 12, 2022 availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 42.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. ‌ 42.1 ADMINISTRATOR may terminate this Agreement without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Agreement that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement. 42.2 For ninety (90) calendar days prior to the termination expiration date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinthis Agreement, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act upon notice of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or DocuSign Envelope ID: EDEAB430-1500-48C5-AAF6-4904D0AD00E7 transitioning all data in the format determined by COUNTY. 42.3 In the event of termination of this Agreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for "cause" any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this subparagraphAgreement. 42.4 The obligations of COUNTY under this Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Agreement, reduce COUNTY’s maximum funding obligation, or modify this Agreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 42.5 If any term, covenant, condition, or provision of this Agreement or the application thereof is held invalid, void, or unenforceable, the Company shall not be obligated to make any further payments hereunder to remainder of the executive. (b) Notwithstanding any provisions in this Agreement to the contraryshall remain in full force and effect and shall in no way be affected, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 43.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 43.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 43.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if DocuSign Envelope ID: 44282CE5-6473-48DF-9776-506176377993 requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 43.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 43.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. (a) In addition to, and not in lieu ofThroughout the term of this contract, the termination provisions set forth in Section 6 herein, Board specifically reserves the right to terminate the employment of the Executive hereunder may Assistant Superintendent for valid and just cause for the reasons specified in Section 1080 of the Public School Code of 1949 as amended. Just cause shall include but not be terminated limited to those acts justifying termination of a professional employee under Section 1080. The Board shall not arbitrarily or capriciously call f or Assistant Superintendent’s dismissal. No termination will be effective unless the Assistant Superintendent receives at least three (3) days written notice of the reasons for termination and is afforded the opportunity to respond to the Board. Nothing in this agreement shall prohibit the Board from immediately suspending Assistant Superintendent from her duties upon probable cause of grounds for termination. If termination for cause occurs, no further compensation shall be paid to the Assistant Superintendent. The Assistant Superintendent shall in any event have the right to written charges, notice of hearing, and a fair and impartial hearing, all elements of due process, and the right to appeal to a court of competent jurisdiction. At any such hearing before the Board, the Assistant Superintendent shall have the right to be present and to be heard, to be represented by counsel, and to present witnesses and testimony relevant to the issue. A transcript of the record of proceedings before the Board shall be made available without charge to the Assistant Superintendent in the event an appeal is taken by the Company Assistant Superintendent from any action taken by the Board. The Assistant Superintendent has the right to be represented by counsel at her sole cost and expense. Provided, however, should the Assistant Superintendent prevail, the Board shall reimburse her for reasonable and necessary legal fees incurred in any action. The Assistant Superintendent may resign at any time provided she gives the Board at least ninety (90) days’ notice prior to the termination effective date of the initial resignation. No agreement between the School Board and the Assistant Superintendent for a negotiated severance will provide for a severance obligation from the School District to the Assistant Superintendent that exceeds the following: 1. If the severance takes effect two (2) years or more prior to the end of the above-stated contract term, the maximum severance obligation of the School District is the equivalent of one (1) year’s compensation and benefits otherwise due under the contract. 2. If the severance takes effect less than two (2) years prior to the end of the above-stated contract term, the maximum severance obligation of the School District is the equivalent of 50% of the total outstanding compensation and benefits otherwise due under the contract. The buyout and severance provisions of this contract may not be modified during the course of this contract term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive contract is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty terminated by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Causeeither party." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. 26 45.1 ADMINISTRATOR may terminate this Agreement without penalty 27 immediately with cause or after thirty (a30) In addition todays written notice without cause, 28 unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall be defined as include but not limited to any breach of contract, any partial misrepresentation whether negligent or willful, or fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Agreement that in lieu of, the termination provisions set forth in Section 6 herein, the employment reasonable opinion of COUNTY indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to 4 6 8 terminate this Agreement shall relieve COUNTY of all further obligations under 9 this Agreement. of this Agreement (“Transition Period”), prior to the termination expiration date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinthis Agreement, or upon notice of termination For ninety (ii90) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. calendar days 10 45.2 11 12 Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year (notice thereof, ▇▇▇▇▇▇▇▇▇▇ agrees to cooperate with transitioning all data in the "Remainder Term")format determined by COUNTY. CONTRACTOR also shall assist COUNTY in extracting and/or alteration. agreed upon in writing by the Parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without The Transition Period may be modified as 13 ADMINISTRATOR in the orderly transfer of service responsibilities, active case 14 records, and the Company shall also continue for the Remainder Term pertinent documents. 15 COUNTY is then or is alleged to permit the Executive to receive be in breach of this Agreement. business by CONTRACTOR or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the Company.COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as reasonably requested by COUNTY, even if

Termination Provisions. 42.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not WDM0922 Page 40 of 44 April 15, 2022 repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 42.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 42.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 42.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. (a) In addition to, and not in lieu of, the termination provisions set forth in Section 6 herein, the employment of the Executive hereunder may be terminated Termination Provisions are governed by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in provisions under Exhibit D, Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinA: Federally Required Clauses, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company“Termination”. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement anything contained herein to the contrary, if HAPCAP reduces the Company may terminate the employment number of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive buses operated by Contractor pursuant to this Section 11(b)Contract or terminates this Contract as described above, HAPCAP shall provide Contractor no less than thirty (30) days advance written notice of such reduction or termination, specifying the number of buses HAPCAP elects to eliminate from service and any fringe benefits the date on which he receives or such reduction is effective or, if termination, then the date on which such termination is effective. Termination shall be effected by serving at least ten (10) days advance written notice of termination to the Contractor setting forth the manner in which he participates pursuant to this Section 11(b)the Contractor is in default. The Contractor shall only be paid the Contract price for supplies delivered and accepted, shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated for services performed in accordance with the Companymanner of performance set forth in the Contract. If it is later determined by HAPCAP that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, HAPCAP, after setting up a new delivery or performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. If the Contractor fails to remedy to the HAPCAP's satisfaction the breach or default or any of the terms, covenants, or conditions of this Contract within ten (10) days after receipt by the Contractor or written notice from HAPCAP setting forth the nature of said breach or default, HAPCAP shall have the right to terminate the Contract without any further obligation to the Contractor with exception for payment of services rendered through the termination date. Any such termination for default shall not in any way operate to preclude HAPCAP from also pursuing all available remedies against the Contractor and its sureties for said breach or default.