Common use of With or Without Cause Clause in Contracts

With or Without Cause. The Company may terminate the Executive’s employment during the Employment Period with or without Cause. For purposes of this Agreement, “Cause” means the Executive’s termination of employment based upon any one of the following, as determined in good faith by the Board: (i) the Executive is convicted of, or pleads guilty or nolo contendere to a felony or other crime involving moral turpitude, dishonesty, or sexual misconduct (other than motor vehicle related for which a noncustodial sentence is received); (ii) the Executive’s theft, embezzlement, fraud, misappropriation, or misconduct involving, or intentional infliction of material damage to, the Company’s or any affiliate’s assets, property, or business opportunities; (iii) the Executive receives a positive illegal drug test result, and the Executive does not provide evidence refuting such result to the Board after having been given a reasonable opportunity to do so; (iv) the Executive’s habitual misuse of alcohol or controlled substances or the performance of the Executive’s duties for the Company under the material influence of alcohol or non-prescribed controlled substances; (v) intentional failure to substantially perform (other than by reason of Disability), or gross negligence in the performance of, the Executive’s duties to the Company or any affiliates, or the Executive’s refusal or intentional failure to follow or carry out any lawful direction of the Board or any of its affiliate’s board of directors (or other equivalent governing body) or the written policies of the Company; or (vi) the Executive’s intentional, material breach of any agreement between the Executive and the Company or any affiliate of the Company. Prior to any termination with Cause, the Company shall provide written notice to the Executive of its intent to effect a termination of the Executive’s employment with Cause and provide the Executive with an opportunity to demonstrate that there is no basis for such a termination with Cause. The Company, in its sole discretion, shall determine the amount of time that the Executive will be given to demonstrate that there is no basis for a termination with Cause; provided that during such time period the Company shall have the right to put the Executive on leave.

With or Without Cause. The Company may terminate the Executive’s employment during and the Employment Period with or without “Cause” (as defined below) by giving to the Executive a Notice of Termination. For purposes of this Agreement, “Cause” means the Executive’s termination of employment based upon any one of the following, as determined in good faith by the Board: (i) the willful and continued failure of the Executive is convicted of, or pleads guilty or nolo contendere to a felony or other crime involving moral turpitude, dishonesty, or sexual misconduct perform substantially his material duties with the Company (other than motor vehicle related any such failure resulting from the Executive’s incapacity due to physical or mental illness) after a written demand for performance is delivered to the Executive by the Board which identifies the manner in which the Board believes that the Executive has not performed the Executive’s duties and the Executive, after a noncustodial sentence is receivedperiod established by the Board and communicated in writing to the Executive (which period may be no less than 20 days); , has failed to cure such failure to the reasonable satisfaction of the Board, (ii) the Executive’s theftwillful engaging by the Executive in gross misconduct which is demonstrably and materially injurious to the Company or its affiliates, embezzlement, fraud, misappropriation, or misconduct involving, or intentional infliction of material damage to, the Company’s or any affiliate’s assets, property, or business opportunities; (iii) the Executive receives Executive’s conviction of, or pleading guilty to, a positive illegal drug test result, and the Executive does not provide evidence refuting such result to the Board after having been given a reasonable opportunity to do so; felony involving moral turpitude or dishonesty or (iv) a determination by the Executive’s habitual misuse of alcohol or controlled substances or the performance Board that any of the Executive’s duties for representations made in Section 2(c) of this Agreement were untrue when made. A termination of the Executive by the Company under for Cause shall not be effective unless and until the material influence of alcohol or non-prescribed controlled substances; (v) intentional failure Company has delivered to substantially perform (other than by reason of Disability), or gross negligence in the performance of, the Executive’s duties to , along with the Company or any affiliatesNotice of Termination, or the Executive’s refusal or intentional failure to follow or carry out any lawful direction a copy of a resolution duly adopted by a majority of the Board or any of its affiliate’s board of directors (or other equivalent governing body) or excluding the written policies Executive, if he is a member of the Company; or (viBoard) stating that the Executive’s intentional, material breach of any agreement between Board has determined to terminate the Executive and for Cause; provided, however, that no such resolution shall be permitted to be adopted without the Company or any affiliate of having afforded the Company. Prior Executive the opportunity to any termination with Cause, the Company shall provide written notice make a presentation to the Executive of Board and to answer any questions its intent to effect a termination of the Executive’s employment with Cause and provide the Executive with an opportunity to demonstrate that there is no basis for such a termination with Cause. The Company, in its sole discretion, shall determine the amount of time that the Executive will be given to demonstrate that there is no basis for a termination with Cause; provided that during such time period the Company shall have the right to put the Executive on leavemembers may ask him.

With or Without Cause. The Company may terminate the Executive’s employment during and the Employment Period with or without “Cause” (as defined below) by giving to the Executive a Notice of Termination. For purposes of this Agreement, “Cause” means the Executive’s termination of employment based upon any one of the following, as determined in good faith by the Board: (i) the willful and continued failure of the Executive is convicted of, or pleads guilty or nolo contendere to a felony or other crime involving moral turpitude, dishonesty, or sexual misconduct perform substantially his material duties with the Company (other than motor vehicle related any such failure resulting from the Executive’s incapacity due to physical or mental illness) after a written demand for performance is delivered to the Executive by the Board which identifies the manner in which the Board believes that the Executive has not performed the Executive’s duties and the Executive, after a noncustodial sentence is receivedperiod established by the Board and communicated in writing to the Executive (which period may be no less than 20 days); , has failed to cure such failure to the reasonable satisfaction of the Board, (ii) the Executive’s theftwillful engaging by the Executive in gross misconduct which is demonstrably and materially injurious to the Company or its affiliates, embezzlement, fraud, misappropriation, or misconduct involving, or intentional infliction of material damage to, the Company’s or any affiliate’s assets, property, or business opportunities; (iii) the Executive receives Executive’s conviction of, or pleading guilty to, a positive illegal drug test result, and the Executive does not provide evidence refuting such result to the Board after having been given a reasonable opportunity to do so; felony or misdemeanor involving moral turpitude or dishonesty or (iv) a determination by the Executive’s habitual misuse of alcohol or controlled substances or the performance Board that any of the Executive’s duties for representations made in Section 2(c) of this Agreement were untrue when made (provided that the Company under informs the material influence Executive within ninety (90) days of alcohol or non-prescribed controlled substances; (v) intentional failure to substantially perform (other than by reason the majority of Disability), or gross negligence in the performance of, the Executive’s duties to the Company or any affiliates, or the Executive’s refusal or intentional failure to follow or carry out any lawful direction members of the Board or any having actual knowledge of its affiliate’s board of directors (or other equivalent governing body) or the written policies of the Company; or (vi) the Executive’s intentional, material breach of any agreement between the Executive and the Company or any affiliate of the Companysuch breach). Prior to any termination with Cause, the Company shall provide written notice to the Executive of its intent to effect a A termination of the Executive by the Company for Cause shall not be effective unless and until the Company has delivered to the Executive’s employment , along with Cause and provide the Notice of Termination, a copy of a resolution duly adopted by a majority of the Board (excluding the Executive, if he is a member of the Board) stating that the Board has determined to terminate the Executive with an for Cause; provided, however, that no such resolution shall be permitted to be adopted without the Company having afforded the Executive the opportunity to demonstrate that there is no basis for such make a termination with Cause. The Company, in presentation to the Board and to answer any questions its sole discretion, shall determine the amount of time that the Executive will be given to demonstrate that there is no basis for a termination with Cause; provided that during such time period the Company shall have the right to put the Executive on leavemembers may ask him.

With or Without Cause. The Company may terminate the Executive’s 's employment during the Employment Period with or without "Cause. ." For purposes of this Agreement, “"Cause” " means the Executive’s termination of employment based upon any one of the following, as determined in good faith by the Board: (i) the willful and continued failure of Executive is convicted of, or pleads guilty or nolo contendere to a felony or other crime involving moral turpitude, dishonesty, or sexual misconduct perform substantially his duties with the Company (other than motor vehicle related any such failure resulting from Executive's incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Company or delivering a Notice of Termination for Good Reason to the Company) after a written demand for substantial performance is delivered to Executive by the Board which a noncustodial sentence is received)specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive's duties and the Executive has failed to cure such failure to the reasonable satisfaction of the Board; (ii) the Executive’s theft, embezzlement, fraud, misappropriation, or misconduct involving, or intentional infliction of material damage to, the Company’s or any affiliate’s assets, property, or business opportunities; (iii) the willful engaging by Executive receives a positive illegal drug test result, and the Executive does not provide evidence refuting such result to the Board after having been given a reasonable opportunity to do so; (iv) the Executive’s habitual misuse of alcohol or controlled substances or the performance of the Executive’s duties for the Company under the material influence of alcohol or non-prescribed controlled substances; (v) intentional failure to substantially perform (other than by reason of Disability), or in gross negligence in the performance of, the Executive’s duties or willful misconduct which is demonstrably and materially injurious to the Company or any its affiliates; or (iii) Executive's conviction of or pleading guilty or no contest to a felony. For purpose of this Section 6(c), no act or failure to act by Executive shall be considered "willful" unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive's action or omission was in the best interests of the Company or its affiliates. Any act, or the Executive’s refusal or intentional failure to follow act, based upon authority given pursuant to a resolution duly adopted by the Board, based upon the advice of counsel for the Company or carry out any lawful direction of upon the Board or any of its affiliate’s board of directors (or other equivalent governing body) or the written policies instructions of the Company; 's chief executive officer or (vi) the Executive’s intentional, material breach another senior officer of any agreement between the Executive and the Company shall be conclusively presumed to be done, or any affiliate omitted to be done, by Executive in good faith and in the best interests of the Company. Prior Cause shall not exist unless and until the Company has delivered to any termination Executive, along with the Notice of Termination for Cause, a copy of a resolution duly adopted by three-quarters (3/4) of all members of the Company shall provide written Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clauses (i) - (iii) above has occurred and specifying the particulars thereof in detail. The Board must notify Executive of any event constituting Cause within ninety (90) days following the Board's knowledge of its intent to effect a termination of the Executive’s employment with existence or such event shall not constitute Cause and provide the Executive with an opportunity to demonstrate that there is no basis for such a termination with Cause. The Company, in its sole discretion, shall determine the amount of time that the Executive will be given to demonstrate that there is no basis for a termination with Cause; provided that during such time period the Company shall have the right to put the Executive on leaveunder this Agreement.

With or Without Cause. The Company Corporation may terminate the Executive’s 's employment during the Employment Period with or without "Cause. ." For purposes of this Agreement, “"Cause” " means the Executive’s termination of employment based upon any one of the following, as determined in good faith by the Board: (i) the willful and continued failure of Executive is convicted of, or pleads guilty or nolo contendere to a felony or other crime involving moral turpitude, dishonesty, or sexual misconduct perform substantially his duties with the Corporation (other than motor vehicle related any such failure resulting from Executive's incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Corporation or delivering a Notice of Termination for Good Reason to the Corporation) after a written demand for substantial performance is delivered to Executive by the Board which a noncustodial sentence is received)specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive's duties and the Executive has failed to cure such failure to the reasonable satisfaction of the Board; (ii) the Executive’s theft, embezzlement, fraud, misappropriation, willful engaging by Executive in gross negligence or willful misconduct involving, which is demonstrably and materially injurious to the Corporation or intentional infliction of material damage to, the Company’s its affiliates; or any affiliate’s assets, property, or business opportunities; (iii) Executive's conviction of or pleading guilty or no contest to a felony. For purpose of this Section 6(c), no act or failure to act by Executive shall be considered "willful" unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive's action or omission was in the Executive receives a positive illegal drug test result, and the Executive does not provide evidence refuting such result to the Board after having been given a reasonable opportunity to do so; (iv) the Executive’s habitual misuse of alcohol or controlled substances or the performance best interests of the Executive’s duties Corporation or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, based upon the advice of counsel for the Company under Corporation or upon the material influence instructions of alcohol the Corporation's chief executive officer or non-prescribed controlled substances; (v) intentional failure another senior officer of the Corporation shall be conclusively presumed to substantially perform (other than by reason of Disability)be done, or gross negligence omitted to be done, by Executive in good faith and in the performance ofbest interests of the Corporation. Cause shall not exist unless and until the Corporation has delivered to Executive, along with the Executive’s duties to the Company or any affiliatesNotice of Termination for Cause, or the Executive’s refusal or intentional failure to follow or carry out any lawful direction a copy of a resolution duly adopted by three-quarters (3/4) of all members of the Board or (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clauses (i) - (iii) above has occurred and specifying the particulars thereof in detail. The Board must notify Executive of any event constituting Cause within ninety (90) days following the Board's knowledge of its affiliate’s board of directors (existence or other equivalent governing body) or the written policies of the Company; or (vi) the Executive’s intentional, material breach of any agreement between the Executive and the Company or any affiliate of the Company. Prior to any termination with Cause, the Company such event shall provide written notice to the Executive of its intent to effect a termination of the Executive’s employment with not constitute Cause and provide the Executive with an opportunity to demonstrate that there is no basis for such a termination with Cause. The Company, in its sole discretion, shall determine the amount of time that the Executive will be given to demonstrate that there is no basis for a termination with Cause; provided that during such time period the Company shall have the right to put the Executive on leaveunder this Agreement.

With or Without Cause. The Company may terminate the Executive’s employment during the Employment Period with or without Cause. For purposes of this Agreement, “Cause” means the Executive’s termination of employment based upon any one of the following, as determined in good faith by the Boardshall mean: (i) Executive’s willful and continued failure to perform substantially his duties with the Executive is convicted of, or pleads guilty or nolo contendere to a felony or other crime involving moral turpitude, dishonesty, or sexual misconduct Company (other than motor vehicle related any such failure resulting from Executive’s Disability or any such failure subsequent to Executive being delivered notice of the Company’s intent to terminate Executive’s employment without Cause or delivering to the Company a notice of Executive’s intent to terminate for Good Reason) after a written demand for substantial performance is delivered to Executive by the Board, the Compensation Committee or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board, the Compensation Committee or the Chief Executive Officer of the Company believes Executive has not substantially performed Executive’s duties and Executive, after a noncustodial sentence is received)period of no less than thirty days as set forth in the Company’s notice, has failed to cure such failure; (ii) the Executive’s theft, embezzlement, fraud, misappropriation, willful dishonesty or misconduct involving, or intentional infliction in the performance of his duties that could reasonably be expected to cause a material damage to, harm to the Company’s Company or any affiliate’s assets, property, or business opportunitiesof its subsidiaries; (iii) the Executive receives a positive illegal drug test result, and the Executive does not provide evidence refuting such result to the Board after having been given a reasonable opportunity to do so; (iv) the Executive’s habitual misuse of alcohol or controlled substances or involvement in a transaction in connection with the performance of the Executive’s duties for the Company under the material influence of alcohol or non-prescribed controlled substances; (v) intentional failure to substantially perform (other than by reason of Disability), or gross negligence in the performance of, the Executive’s his duties to the Company or any affiliates, or the Executive’s refusal or intentional failure of its subsidiaries which has not been disclosed to follow or carry out any lawful direction of the Board or Company and which is adverse to the interests of the Company or its subsidiaries and which is engaged in for personal profit (whether for the benefit of Executive or any other person or entity related to Executive or with respect to which Executive has a material interest); or (iv) Executive’s conviction (by a court of competent jurisdiction) of, or a plea of nolo contendere to, any crime that constitutes a felony under federal, state or local law (other than a motor vehicle violation for which no custodial penalty is imposed). For purpose of the definition of Cause set forth above, no act or failure to act shall be considered “willful” unless done or omitted to be done by Executive in bad 1000 Xxxxxx Xxxxx Xxxxx x Xxx Xxxxx, XX 00000 n (000) 000-0000 n Fax (000) 000-0000 Magic Communications, Inc. faith and without reasonable belief that Executive’s action was in the best interests of the Company and its affiliate’s board subsidiaries. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of directors (counsel for the Company shall be conclusively presumed to be done, or other equivalent governing body) or omitted to be done, by Executive in good faith and in the written policies best interests of the Company; or (vi) the Executive’s intentional, material breach of any agreement between the Executive and the Company or any affiliate of the Company. Prior to any termination with Cause, the Company shall provide written notice to the Executive of its intent to effect a termination of the Executive’s employment with Cause and provide the Executive with an opportunity to demonstrate that there is no basis for such a termination with Cause. The Company, in its sole discretion, shall determine the amount of time that the Executive will be given to demonstrate that there is no basis for a termination with Cause; provided that during such time period the Company shall have the right to put the Executive on leave.

With or Without Cause. The Company may terminate the Executive’s employment and the Employment Period during the Employment Period with or without Cause. For purposes of this Agreement, “Cause” means the Executive’s termination of employment based upon any one of the following, as determined in good faith by the Board: shall mean (i) the Executive is convicted of, or pleads guilty or nolo contendere to a felony or other crime involving moral turpitude, dishonesty, or sexual misconduct Executive’s material breach of the Executive’s duties and responsibilities (other than motor vehicle related for as a result of the Executive’s Disability) which a noncustodial sentence is received)(A) demonstrably willful and deliberate on the Executive’s part, (B) committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and (C) not remedied within ten (10) days after receipt of written notice from the Company specifying such breach; (ii) the Executive’s indictment for, conviction of, or plea of nolo contendere to, a felony; or (iii) the Executive’s gross negligence or any act of theft, embezzlement, fraud, misappropriation, malfeasance or misconduct involving, or intentional infliction of material damage to, the Company’s or any affiliate’s assets, property, or business opportunities; (iii) dishonesty by the Executive receives a positive illegal drug test result, and the Executive does not provide evidence refuting such result to the Board after having been given a reasonable opportunity to do so; (iv) the Executive’s habitual misuse of alcohol or controlled substances or in connection with the performance of the Executive’s duties for the Company under the material influence of alcohol or non-prescribed controlled substances; (v) intentional failure to substantially perform (other than by reason of Disability), or gross negligence in the performance of, the Executive’s duties to the Company or any affiliates, or the which is demonstrably willful and deliberate on Executive’s refusal or intentional failure part. Cause shall not exist unless and until the Company has delivered to follow or carry out the Executive a copy of a resolution duly adopted by a majority of the entire Board at any lawful direction duly called meeting of the Board or any of its affiliate’s board of directors (or other equivalent governing body) or the written policies of the Company; or (vi) the Executive’s intentional, material breach of any agreement between the Executive and the Company or any affiliate of the Company. Prior to any termination with Cause, the Company shall provide written after reasonable notice to the Executive and an opportunity for the Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clauses (i), (ii) or (iii) has occurred and specifying the particulars thereof in detail. The Company must notify the Executive of any event constituting Cause within ninety (90) days following the Board’s (excluding, if applicable, the Executive) knowledge of its intent to effect a termination of the Executive’s employment with existence or such event shall not constitute Cause and provide the Executive with an opportunity to demonstrate that there is no basis for such a termination with Cause. The Company, in its sole discretion, shall determine the amount of time that the Executive will be given to demonstrate that there is no basis for a termination with Cause; provided that during such time period the Company shall have the right to put the Executive on leaveunder this Agreement.

With or Without Cause. The Company Corporation may terminate this Agreement and the Executive’s 's employment during the Employment Period with or without "Cause. ." For purposes of this Agreement, “"Cause” " means the Executive’s termination of employment based upon any one of the following, as determined in good faith by the Board: (i) the continued failure of the Executive is convicted of, or pleads guilty or nolo contendere to a felony or other crime involving moral turpitude, dishonesty, or sexual misconduct perform substantially his duties with the Corporation (other than motor vehicle related any such failure resulting from the Executive's incapacity due to physical or mental illness or any such failure subsequent to the Executive being delivered a Notice of Termination without Cause by the Corporation or delivering a Notice of Termination for which a noncustodial sentence is receivedGood Reason to the Corporation); (ii) any act by the Executive of illegality, dishonesty or fraud in connection with the Executive’s theft, embezzlement, fraud, misappropriation, or misconduct involving, or intentional infliction of material damage to, the Company’s or any affiliate’s assets, property, or business opportunities's employment; (iii) the Executive receives a positive illegal drug test result, and willful engaging by the Executive does not provide evidence refuting such result in gross misconduct which is demonstrably and materially injurious to the Board after having been given a reasonable opportunity to do soCorporation or its affiliates; (iv) the Executive’s habitual misuse 's conviction of alcohol or controlled substances pleading guilty or the performance of the Executive’s duties for the Company under the material influence of alcohol no contest to a felony; or non-prescribed controlled substances; (v) intentional a violation of Section 6 or 7 herein. For purpose of this paragraph (b), no act or failure to substantially perform (other than act by reason the Executive shall be considered "willful" unless done or omitted to be done by the Executive in bad faith and without reasonable belief that the Executive's action or omission was in the best interests of Disability)the Corporation or its affiliates. Any act, or gross negligence failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Corporation, or upon the instructions of the CEO or another officer of the Corporation senior to the Executive shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the performance of, best interests of the Corporation. Cause shall not exist unless and until the Corporation has delivered to the Executive’s duties to , along with the Company or any affiliatesNotice of Termination for Cause, or a copy of a resolution duly adopted by three-quarters (3/4) of the Executive’s refusal or intentional failure to follow or carry out any lawful direction entire Board (excluding the Executive if the Executive is a Board member) at a meeting of the Board or any of its affiliate’s board of directors (or other equivalent governing body) or called and held for such purpose, finding that in the written policies good faith opinion of the Company; or Board an event set forth in clauses (vii) - (v) above has occurred and specifying the Executive’s intentional, material breach of any agreement between the Executive and the Company or any affiliate of the Companyparticulars thereof in detail. Prior to any termination with Cause, the Company shall provide written notice to The Board must notify the Executive of any event constituting Cause within ninety (90) days following the Board's knowledge of its intent to effect a termination of the Executive’s employment with existence or such event shall not constitute Cause and provide the Executive with an opportunity to demonstrate that there is no basis for such a termination with Cause. The Company, in its sole discretion, shall determine the amount of time that the Executive will be given to demonstrate that there is no basis for a termination with Cause; provided that during such time period the Company shall have the right to put the Executive on leaveunder this Agreement.

With or Without Cause. The Company may terminate the Executive’s employment during and the Employment Period with or without “Cause” (as defined below) by giving to the Executive a Notice of Termination. For purposes of this Agreement, “Cause” means the Executive’s termination of employment based upon any one of the following, as determined in good faith by the Board: (i) the willful and continued failure of the Executive is convicted of, or pleads guilty or nolo contendere to a felony or other crime involving moral turpitude, dishonesty, or sexual misconduct perform substantially his material duties with the Company (other than motor vehicle related any such failure resulting from the Executive’s incapacity due to physical or mental illness) after a written demand for performance is delivered to the Executive by the Board which identifies the manner in which the Board believes that the Executive has not performed the Executive’s duties and the Executive, after a noncustodial sentence is receivedperiod established by the Board and communicated in writing to the Executive (which period may be no less than 20 days); , has failed to cure such failure to the reasonable satisfaction of the Board, (ii) the Executive’s theftwillful engaging by the Executive in gross misconduct which is demonstrably and materially injurious to the Company or its affiliates, embezzlement, fraud, misappropriation, or misconduct involving, or intentional infliction of material damage to, the Company’s or any affiliate’s assets, property, or business opportunities; (iii) the Executive receives Executive’s conviction of, or pleading guilty to, a positive illegal drug test result, and the Executive does not provide evidence refuting such result to the Board after having been given a reasonable opportunity to do so; felony involving moral turpitude or dishonesty or (iv) a determination by the Executive’s habitual misuse of alcohol or controlled substances or the performance Board that any of the Executive’s duties for representations made in Section 2(c) of this Agreement were untrue when made (provided that the Company under informs the material influence Executive within ninety (90) days of alcohol or non-prescribed controlled substances; (v) intentional failure to substantially perform (other than by reason the majority of Disability), or gross negligence in the performance of, the Executive’s duties to the Company or any affiliates, or the Executive’s refusal or intentional failure to follow or carry out any lawful direction members of the Board or any having actual knowledge of its affiliate’s board of directors (or other equivalent governing body) or the written policies of the Company; or (vi) the Executive’s intentional, material breach of any agreement between the Executive and the Company or any affiliate of the Companysuch breach). Prior to any termination with Cause, the Company shall provide written notice to the Executive of its intent to effect a A termination of the Executive by the Company for Cause shall not be effective unless and until the Company has delivered to the Executive’s employment , along with Cause and provide the Notice of Termination, a copy of a resolution duly adopted by a majority of the Board (excluding the Executive, if he is a member of the Board) stating that the Board has determined to terminate the Executive with an for Cause; provided, however, that no such resolution shall be permitted to be adopted without the Company having afforded the Executive the opportunity to demonstrate that there is no basis for such make a termination with Cause. The Company, in presentation to the Board and to answer any questions its sole discretion, shall determine the amount of time that the Executive will be given to demonstrate that there is no basis for a termination with Cause; provided that during such time period the Company shall have the right to put the Executive on leavemembers may ask him.

With or Without Cause. The Company may terminate this Agreement and the Executive’s employment during the Employment Period with or without “Cause. .” For purposes of this Agreement, “Cause” means the Executive’s termination of employment based upon any one of the following, as determined in good faith by the Board: (i) the continued failure of Executive is convicted of, to comply with the lawful directives of the Chairman or pleads guilty or nolo contendere to a felony or other crime involving moral turpitude, dishonesty, or sexual misconduct the Board (other than motor vehicle related any such failure resulting from Executive’s incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Company or delivering a Notice of Termination for which Good Reason to the Company) within 30 days after a noncustodial sentence written demand is received)delivered to the Executive by the Company specifying the failure; (ii) any act by Executive of illegality, dishonesty or fraud in connection with the Executive’s theft, embezzlement, fraud, misappropriation, or misconduct involving, or intentional infliction of material damage to, the Company’s or any affiliate’s assets, property, or business opportunitiesemployment; (iii) the willful engaging by Executive receives a positive illegal drug test result, in gross misconduct which is demonstrably and the Executive does not provide evidence refuting such result materially injurious to the Board after having been given a reasonable opportunity to do soCompany or its affiliates; (iv) the Executive’s habitual misuse conviction of alcohol or controlled substances pleading guilty or no contest to a felony; or (v) a violation of Section 6 or 7 herein. For purpose of this paragraph (b), no act or failure to act by Executive shall be considered “willful” unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s action or omission was in the performance best interests of the Executive’s duties Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company under the material influence of alcohol or non-prescribed controlled substances; (v) intentional failure shall be conclusively presumed to substantially perform (other than by reason of Disability)be done, or gross negligence omitted to be done, by Executive in good faith and in the performance of, the Executive’s duties to the Company or any affiliates, or the Executive’s refusal or intentional failure to follow or carry out any lawful direction of the Board or any of its affiliate’s board of directors (or other equivalent governing body) or the written policies of the Company; or (vi) the Executive’s intentional, material breach of any agreement between the Executive and the Company or any affiliate best interests of the Company. Prior Cause shall not exist unless and until the Company has delivered to any termination Executive, along with the Notice of Termination for Cause, the Company shall provide written notice to the Executive a copy of its intent to effect a termination resolution duly adopted by two-thirds (2¤3) of the Executive’s employment with Cause entire Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and provide the Executive with an opportunity to demonstrate that there is no basis held for such a termination with Cause. The Companypurpose, finding that in its sole discretion, shall determine the amount good faith opinion of time that the Executive will be given to demonstrate that there is no basis for a termination with Cause; provided that during such time period Board an event set forth in clauses (i) - (v) above has occurred and specifying the Company shall have the right to put the Executive on leaveparticulars thereof in detail.

With or Without Cause. The Company Corporation may terminate the Executive’s 's employment during the Employment Period with or without "Cause." The Employment Period shall immediately end upon a termination by the Corporation with Cause. For purposes of this Agreement, “"Cause” " means the Executive’s termination of employment based upon any one of the following, as determined in good faith by the Board: (i) the willful and continued failure of Executive is convicted of, or pleads guilty or nolo contendere to a felony or other crime involving moral turpitude, dishonesty, or sexual misconduct perform substantially his duties with the Corporation (other than motor vehicle related any such failure resulting from Executive's incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Executive by the Board which a noncustodial sentence is received); specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive's duties, (ii) the Executive’s theft, embezzlement, fraud, misappropriation, or misconduct involving, or intentional infliction of material damage to, willful engaging by Executive in gross and reckless negligence which materially and adversely affects the Company’s or any affiliate’s assets, property, or business opportunitiesCorporation's business; (iii) the Executive receives a positive illegal drug test result, and the Executive does not provide evidence refuting such result Executive's willful engaging in conduct that is materially injurious to the Board after having been given a reasonable opportunity to do soCorporation; (iv) the Executive’s habitual misuse 's conviction (by a court of alcohol competent jurisdiction, not subject to further appeal) of, or controlled substances pleading guilty to, a felony, or the performance of the Executive’s duties for the Company under the material influence of alcohol or non-prescribed controlled substances; (v) intentional failure to substantially perform (other than by reason of Disability), or gross negligence in the performance of, the Executive’s duties to the Company or any affiliates, or the Executive’s refusal or intentional failure to follow or carry out any lawful direction of the Board or any of its affiliate’s board of directors (or other equivalent governing body) or the written policies of the Company; or (vi) the Executive’s intentional, a material breach of any agreement between of Executive's obligations not to compete with the Corporation or to maintain the confidentiality of its confidential and proprietary information. For purpose of this Section 4.2, no act or failure to act by Executive shall be considered "willful" unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive's action or omission was in the Company or any affiliate best interests of the CompanyCorporation. Prior Any act, or failure to act, based upon authority given pursuant to a resolution duty adopted by the Board or based upon the advice of counsel for the Corporation shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Corporation. Cause shall not exist unless and until (a) in the event of any termination with CauseCause defined and clauses (i), the Company shall provide (ii), (iii) and (v) above, a written notice noticed has been provided to the Executive by the Board specifically identifying the Cause that is the basis for the Board's determination and Executive has failed to cure or remedy the action or omission so identified within a period of its intent 30 days after Executive's receipt of such notice (unless the action or omission is of a nature that it cannot be cured or remedied), and (b) the Corporation has delivered to effect Executive, along with the Notice of Termination for Cause, a termination copy of a resolution duly adopted by the Board (excluding Executive if Executive is a Board member) at a meeting of the Executive’s employment with Cause Board called and provide the held for such purpose (after reasonable notice to Executive with and an opportunity for Executive, together with counsel, to demonstrate be heard before the Board), finding that there is no basis for in the good faith opinion of the Board an event set forth in clauses (i) to (v) above has occurred and specifying the particulars thereof in detail. If the Board does not notify Executive that any occurrence or event shall constitute "Cause" within sixty (60) days following the Board's first knowledge of such a termination with Causeoccurrence or event, such occurrence or event shall not constitute Cause under this Agreement. The CompanyAny events, in its sole discretionfacts or circumstances known to the Board that have occurred prior to the Effective Date, and any consequences thereof (whether before or after the Effective Date), shall determine the amount of time that the Executive will be given to demonstrate that there is no basis for a termination with not constitute "Cause; provided that during such time period the Company shall have the right to put the Executive on leave" under this Agreement.

With or Without Cause. The Company may terminate the Executive’s employment during the Employment Period with or without Cause. For purposes of this Agreement, “Cause” means the Executive’s termination of employment based upon any one of the following, as determined in good faith by the Boardshall mean: (i) Executive’s willful and continued failure to perform substantially his duties with the Executive is convicted of, or pleads guilty or nolo contendere to a felony or other crime involving moral turpitude, dishonesty, or sexual misconduct Company (other than motor vehicle related any such failure resulting from Executive’s Disability or any such failure subsequent to Executive being delivered notice of the Company’s intent to terminate Executive’s employment without Cause or delivering to the Company a notice of Executive’s intent to terminate for Good Reason) after a written demand for substantial performance is delivered to Executive by the Board, the Compensation Committee or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board, the Compensation Committee or the Chief Executive Officer of the Company believes Executive has not substantially performed Executive’s duties and Executive, after a noncustodial sentence is received)period of no less than thirty days as set forth in the Company’s notice, has failed to cure such failure; (ii) the Executive’s theft, embezzlement, fraud, misappropriation, willful dishonesty or misconduct involving, or intentional infliction in the performance of his duties that could reasonably be expected to cause a material damage to, harm to the Company’s Company or any affiliate’s assets, property, or business opportunitiesof its subsidiaries; (iii) the Executive receives a positive illegal drug test result, and the Executive does not provide evidence refuting such result to the Board after having been given a reasonable opportunity to do so; (iv) the Executive’s habitual misuse of alcohol or controlled substances or involvement in a transaction in connection with the performance of the Executive’s duties for the Company under the material influence of alcohol or non-prescribed controlled substances; (v) intentional failure to substantially perform (other than by reason of Disability), or gross negligence in the performance of, the Executive’s his duties to the Company or any affiliates, or the Executive’s refusal or intentional failure of its subsidiaries which has not been disclosed to follow or carry out any lawful direction of the Board or Company and which is adverse to the interests of the Company or its subsidiaries and which is engaged in for personal profit (whether for the benefit of Executive or any other person or entity related to Executive or with respect to which Executive has a material interest); or (iv) Executive’s conviction (by a court of competent jurisdiction) of, or a plea of nolo contendere to, any crime that constitutes a felony under federal, state or local law (other than a motor vehicle violation for which no custodial penalty is imposed). For purpose of the definition of Cause set forth above, no act or failure to act shall be considered “willful” unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s action was in the best interests of the Company and its affiliate’s board subsidiaries. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of directors (counsel for the Company shall be conclusively presumed to be done, or other equivalent governing body) or omitted to be done, by Executive in good faith and in the written policies best interests of the Company; or (vi) the Executive’s intentional, material breach of any agreement between the Executive and the Company or any affiliate of the Company. Prior to any termination with Cause, the Company shall provide written notice to the Executive of its intent to effect a termination of the Executive’s employment with Cause and provide the Executive with an opportunity to demonstrate that there is no basis for such a termination with Cause. The Company, in its sole discretion, shall determine the amount of time that the Executive will be given to demonstrate that there is no basis for a termination with Cause; provided that during such time period the Company shall have the right to put the Executive on leave.