Common use of By Company for Cause Clause in Contracts

By Company for Cause. Company may terminate this Agreement and Executive’s employment at any time for Cause. Notwithstanding the foregoing provisions of this Section 5, in the event Executive’s employment is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes herein, “Cause” means (A) Executive’s gross negligence, gross neglect or willful misconduct in the performance of the duties required hereunder that results in a material adverse effect on Company, (B) Executive’s conviction for, deferred adjudication of, or plea of no contest or nolo contendere to a felony, or (C) Executive’s material breach of any material provision of this Agreement. Notwithstanding the foregoing, prior to any termination for Cause under clauses (A) or (C) of the preceding sentence, (X) Company must provide Executive with reasonable notice of not less than ten (10) business days detailing the failure or conduct on which the termination is to be based, (Y) Company must provide Executive a reasonable opportunity to cure such failure or conduct, and (Z) after such notice and an opportunity to cure, the Board must reasonably determine that Executive has not cured such failure or conduct. Executive shall not be deemed to have been terminated for Cause unless and until Executive has been provided an opportunity to be heard in person by the Board (with the assistance of Executive’s counsel if Executive so desires) on at least five business days’ advance notice, and the Board must unanimously approve the termination of Executive for Cause.

By Company for Cause. The Board of Directors of the Company may terminate this Agreement and for Cause upon written notice to Executive’s employment at any time for Cause. Notwithstanding the foregoing provisions of this Section 5, in the event Executive’s employment is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes herein, “Cause” means shall be defined as: (Ai) Executive’s gross negligence, gross neglect the commission of a felony or willful misconduct a crime involving moral turpitude or the commission of any other act or omission involving dishonesty or fraud with respect to the Company or any of its affiliates or any of their customers or suppliers; (ii) substantial failure on the part of Executive in the his performance of the duties required hereunder that results in a material adverse effect on Company, of the office held by him as reasonably directed by the Chief Executive Officer and/or the Board (B) other than any such failure resulting from Executive’s conviction forincapacity due to physical or mental illness), deferred adjudication ofafter notice to Executive and a reasonable opportunity to cure; (iii) gross negligence or willful misconduct by Executive with respect to the Company or any of its affiliates (including, without limitation, disparagement that adversely affects the reputation of the Company or plea any of no contest or nolo contendere to a felony, its affiliates); or (Civ) Executive’s any material breach by Executive of any material provision Sections 3, 7 or 8 of this Agreement. Notwithstanding For purposes of this Agreement, an act, or failure to act, on the foregoingExecutive’s part shall be considered “gross negligence” or “willful misconduct” only if done, prior to any termination for Cause under clauses (A) or (C) omitted, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the preceding sentence, (X) Company must provide Executive with reasonable notice of not less than ten (10) business days detailing the failure or conduct on which the termination is to be based, (Y) Company must provide Executive a reasonable opportunity to cure such failure or conduct, and (Z) after such notice and an opportunity to cure, the Board must reasonably determine that Executive has not cured such failure or conductits affiliates. Executive The Executive’s employment shall not be deemed to have been terminated for Cause “Cause” unless and until the Company shall have given or delivered to the Executive has been provided an opportunity (A) reasonable notice setting forth the reasons for the Company’s intention to terminate the Executive’s employment for “Cause”; (B) a reasonable opportunity, at any time during the 30 day period after the Executive’s receipt of such notice, for the Executive, together with his counsel, to be heard before the Board; and (C) a notice of termination stating that, in person by the Board good faith opinion of not less than a majority of the entire membership of the Board, the Executive was guilty of the conduct set forth in clauses (with i), (ii), (iii) or (iv) of the assistance first sentence of Executive’s counsel if this Section 6(e). In the event Executive so desires) on at least five business daysis terminated for Cause, TNS’ advance noticeonly obligation to Executive will be the payment of accrued and/or vested but unpaid Base Salary, vacation pay and the Board must unanimously approve other Benefits as of the termination of Executive for Causedate, unless otherwise required by law or plan documents.

By Company for Cause. Company may terminate this Agreement and Executive’s employment at any time for Cause. Notwithstanding the foregoing provisions of this Section 56, in the event Executive’s employment Executive is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation salary accrued but unpaid through the Date of Termination (defined by in Section 5(f6(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes herein, “Cause” means (A) Executive’s gross negligence, gross neglect or willful misconduct in the performance of the duties required hereunder hereunder, (B) Executive’s commission of a felony that results in a material adverse effect on the Company, (B) Executive’s conviction for, deferred adjudication of, or plea of no contest or nolo contendere to a felony, or (C) Executive’s material breach of any material provision of this Agreement. Notwithstanding the foregoing, prior to any termination for Cause under clauses (A) or (C) of the preceding sentence, (X) Company must provide Executive with reasonable notice of not less than ten (10) business days detailing the failure or conduct on which the termination is Chief Executive Officer believes to be basedconstitute Cause, (Y) Company must provide Executive a reasonable opportunity to cure such failure or conduct, and (Z) after such notice and an opportunity to cure, the Board Chief Executive Officer and the Committee must reasonably determine that Executive has not cured such failure or conduct. Executive shall not be deemed to have been terminated for Cause unless and until Executive has shall have been provided an opportunity to be heard in person by the Board Committee (with the assistance of Executive’s counsel if Executive so desires) on at least five business days’ advance notice, and the Board Committee must unanimously approve the termination of Executive for Cause.

By Company for Cause. At any time, unless such actions are cured as described below, and without prior notice for actions that are not curable, the Company may terminate this Agreement and Executive’s your employment at any time for Cause. Notwithstanding The Company shall pay you all compensation then due and owing, including payment for accrued bonus, unused vacation, expense reimbursement, if any, and any other benefits provided in this Agreement, including without limitation the foregoing provisions exercisability of any vested exercisable option held by you; thereafter, all of Company's obligations under this Agreement shall cease. Termination shall be for "Cause" if: (i) you act intentionally, recklessly or in bad faith, in a manner which causes material damage or potential material damage to the Company; (ii) you intentionally (and other than due to mental or physical disability or death) refuse to follow any specific written direction or order of the Board of Directors (unless cured as set forth below); (iii) you exhibit in regard to your employment material misconduct or dishonesty; (iv) you are convicted of a material crime involving dishonesty, breach of trust or fraud; or (v) you breach any material term of this Agreement. For purposes of this Section 55(d), no act, or failure to act, on your part shall be considered to have been done or omitted “intentionally” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the event Executive’s employment is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes herein, “Cause” means (A) Executive’s gross negligence, gross neglect or willful misconduct in the performance best interest of the duties required hereunder that results in a material adverse effect on Company, (B) Executive’s conviction for, deferred adjudication of, or plea of no contest or nolo contendere to a felony, or (C) Executive’s material breach of any material provision of this Agreement. Notwithstanding the foregoing, prior to any termination you may not be terminated for Cause under pursuant to clauses (Ai), (ii), (iii) or (Cv) of the preceding sentence, above without (X1) Company must provide Executive with reasonable notice (of not less than ten (10at least 10 days) business days detailing from the failure or conduct on which Board of Directors setting forth the termination is reasons for the Company's intention to be based, (Y) Company must provide Executive a reasonable opportunity to cure such failure or conductterminate for Cause, and (Z2) after such notice and an opportunity to curefor you, the Board must reasonably determine that Executive has not cured such failure or conduct. Executive shall not be deemed to have been terminated for Cause unless and until Executive has been provided an opportunity together with your counsel, to be heard in person before the Board. Your employment may be terminated by Company only by the Board (with affirmative vote of a majority of the assistance members of Executive’s counsel if Executive so desires) on at least five business days’ advance notice, and the Board must unanimously approve of Directors of the termination of Executive for CauseCompany then holding office (without counting your vote).

By Company for Cause. Company The Company, by written notice to Executive, may terminate this Agreement and Executive’s employment at any time hereunder for “Cause. Notwithstanding the foregoing provisions of this Section 5, in the event Executive’s employment is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes .” As used herein, “Cause” means shall mean: (Aa) Executive’s gross negligence, gross neglect or willful misconduct in the performance conviction of the duties required hereunder that results in a material adverse effect on Company, (B) Executive’s conviction for, deferred adjudication of, or plea of no contest guilty or nolo contendere to a felonyfelony under the laws of the United States or any state thereof; (b) commission of fraud or embezzlement on the Company or any of its subsidiaries; (c) willful act or omission which results in an assessment of a civil or criminal penalty against the Company or any of its subsidiaries that causes material financial or reputational harm to the Company or any of its subsidiaries; (d) any intentional act of dishonesty resulting or intending to result in personal gain or enrichment at the expense of the Company or any of its subsidiaries; (e) a violation by Executive of law (whether statutory, regulatory or common law), causing a material financial harm or material reputational harm to the Company or any of its subsidiaries; (f) a material violation by Executive of the Company’s (or any of its subsidiaries’) bona fide, written equal employment opportunity, antidiscrimination, anti-harassment, or anti-retaliation policies; (Cg) material breach by the Executive of his obligations pursuant to Section 5.2 and 5.4; (h) the Executive’s material breach consistent abuse of any material provision alcohol, prescription drugs or controlled substances, which interferes with the performance of this Agreementhis duties to the Company; or (i) excessive absenteeism of the Executive other than for reasons of illness. Notwithstanding the foregoing, prior no “Cause” for termination shall be deemed to any termination for Cause under exist with respect to Executive’s acts described in clauses (A) or (C) of the preceding sentenceb), (Xg) (h) and (i) above (except as described below), unless the Company must provide shall have given written notice to Executive with reasonable notice of within a period not less than to exceed ten (10) business calendar days detailing of the failure initial existence of the occurrence, specifying the “Cause” with reasonable particularity and, within thirty (30) calendar days after such notice, Executive shall not have cured or conduct eliminated the problem or thing giving rise to such “Cause;” provided, however, no more than two cure periods need be provided during any twelve-month period; and provided further, however, that any breach of this Agreement relating to the Restricted Activities shall result in a termination for “Cause” without any advance notice and without any ability on which the termination is to be based, (Y) Company must provide part of the Executive a reasonable opportunity to cure such failure or conduct, and (Z) after breach. Upon such notice and an opportunity to curetermination, the Board must reasonably determine that Company shall pay to Executive has not cured such failure or conduct. Executive shall not be deemed to have been terminated for Cause unless and until Executive has been provided an opportunity to be heard the amount set forth in person by the Board (with the assistance of Executive’s counsel if Executive so desires) on at least five business days’ advance notice, and the Board must unanimously approve the termination of Executive for CauseSection 4.6(b).

By Company for Cause. The Board of Directors of the Company may terminate this Agreement and for Cause upon written notice to Executive’s employment at any time for Cause. Notwithstanding the foregoing provisions of this Section 5, in the event Executive’s employment is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes herein, “Cause” means shall be defined as: (Ai) Executive’s gross negligence, gross neglect the commission of a felony or willful misconduct a crime involving moral turpitude or the commission of any other act or omission involving dishonesty or fraud with respect to the Company or any of its affiliates or any of their customers or suppliers; (ii) substantial failure on the part of Executive in the his performance of the duties required hereunder that results in a material adverse effect on Companyof the office held by him as reasonably directed by the Chief Executive Officer, the Chief Operating Officer and/or the Board (B) other than any such failure resulting from Executive’s conviction forincapacity due to physical or mental illness), deferred adjudication of, or plea of no contest or nolo contendere after notice to a felony, or (C) Executive’s material breach of any material provision of this Agreement. Notwithstanding the foregoing, prior to any termination for Cause under clauses (A) or (C) of the preceding sentence, (X) Company must provide Executive with reasonable notice of not less than ten (10) business days detailing the failure or conduct on which the termination is to be based, (Y) Company must provide Executive and a reasonable opportunity to cure such within 30 days; (iii) gross negligence or willful misconduct by Executive with respect to the Company or any of its affiliates (including, without limitation, disparagement that adversely affects the reputation of the Company or any of its affiliates); or (iv) any material breach by Executive of Sections 3, 7 or 8 of this Agreement. For purposes of this Agreement, an act, or failure to act, on the Executive’s part shall be considered “gross negligence” or conduct“willful misconduct” only if done, or omitted, by him not in good faith and (Z) after such notice without reasonable belief that his action or omission was in the best interest of the Company and an opportunity to cure, the Board must reasonably determine that Executive has not cured such failure or conductits affiliates. Executive The Executive’s employment shall not be deemed to have been terminated for Cause “Cause” unless and until the Company shall have given or delivered to the Executive has been provided an opportunity reasonable notice setting forth the reasons for the Company’s intention to be heard in person by terminate the Board (with the assistance of Executive’s counsel if employment for “Cause”. In the event Executive so desires) on at least five business daysis terminated for Cause, TNS’ advance noticeonly obligation to Executive will be the payment of accrued and/or vested but unpaid Base Salary, vacation pay and the Board must unanimously approve other Benefits as of the termination of Executive for Causedate, unless otherwise required by law or plan documents.

By Company for Cause. Company may terminate this Agreement and Executive’s employment at any time for Cause. Notwithstanding the foregoing provisions of this Section 5, in the event Executive’s employment is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f5(g) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes herein, “Cause” means (A) Executive’s gross negligence, gross neglect or willful misconduct in the performance of the duties required hereunder that results in a material adverse effect on Company, (B) Executive’s conviction for, deferred adjudication of, or plea of no contest or nolo contendere to a felony, or (C) Executive’s material breach of any material provision of this Agreement. Notwithstanding the foregoing, prior to any termination for Cause under clauses (A) or (C) of the preceding sentence, (X) Company must provide Executive with reasonable notice of not less than ten (10) business days detailing the failure or conduct on which the termination is to be based, (Y) Company must provide Executive a reasonable opportunity to cure such failure or conduct, and (Z) after such notice and an opportunity to cure, the Board must reasonably determine that Executive has not cured such failure or conduct. Executive shall not be deemed to have been terminated for Cause unless and until Executive has been provided an opportunity to be heard in person by the Board (with the assistance of Executive’s counsel if Executive so desires) on at least five business days’ advance notice, and the Board must unanimously approve the termination of Executive for Cause.

By Company for Cause. The Board of Directors of the Company may terminate this Agreement and for Cause upon written notice to Executive’s employment at any time for Cause. Notwithstanding the foregoing provisions of this Section 5, in the event Executive’s employment is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes herein, “Cause” means shall be defined as: (Ai) Executive’s gross negligence, gross neglect the commission of a felony or willful misconduct a crime involving moral turpitude or the commission of any other act or omission involving dishonesty or fraud with respect to the Company or any of its affiliates or any of their customers or suppliers; (ii) substantial failure on the part of Executive in the his performance of the duties required hereunder that results in a material adverse effect on Company, of the office held by him as reasonably directed by the Chief Executive Officer and/or the Board (B) other than any such failure resulting from Executive’s conviction forincapacity due to physical or mental illness), deferred adjudication of, or plea of no contest or nolo contendere after notice to a felony, or (C) Executive’s material breach of any material provision of this Agreement. Notwithstanding the foregoing, prior to any termination for Cause under clauses (A) or (C) of the preceding sentence, (X) Company must provide Executive with reasonable notice of not less than ten (10) business days detailing the failure or conduct on which the termination is to be based, (Y) Company must provide Executive and a reasonable opportunity to cure such within 30 days; (iii) gross negligence or willful misconduct by Executive with respect to the Company or any of its affiliates (including, without limitation, disparagement that adversely affects the reputation of the Company or any of its affiliates); or (iv) any material breach by Executive of Sections 3, 7 or 8 of this Agreement. For purposes of this Agreement, an act, or failure to act, on the Executive’s part shall be considered “gross negligence” or conduct“willful misconduct” only if done, or omitted, by him not in good faith and (Z) after such notice without reasonable belief that his action or omission was in the best interest of the Company and an opportunity to cure, the Board must reasonably determine that Executive has not cured such failure or conductits affiliates. Executive The Executive’s employment shall not be deemed to have been terminated for Cause “Cause” unless and until the Company shall have given or delivered to the Executive has been provided an opportunity reasonable notice setting forth the reasons for the Company’s intention to be heard in person by terminate the Board (with the assistance of Executive’s counsel if employment for “Cause”. In the event Executive so desires) on at least five business daysis terminated for Cause, TNS’ advance noticeonly obligation to Executive will be the payment of accrued and/or vested but unpaid Base Salary, vacation pay and the Board must unanimously approve other Benefits as of the termination of Executive for Causedate, unless otherwise required by law or plan documents.

By Company for Cause. Company may terminate this This Agreement and Executive’s Employee's employment hereunder may be terminated by Company for "cause", effective upon delivery of written notice to Employee given at any time (without any necessity for Cause. Notwithstanding the foregoing provisions of this Section 5, in the event Executive’s employment is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(fprior notice) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Terminationexcept as provided herein. For purposes hereinof this Agreement, “Cause” means the term "cause" shall mean (Ai) Executive’s gross negligence, gross neglect Employee's conviction of a felony or willful misconduct in the performance Employee's entering of the duties required hereunder that results in a material adverse effect on Company, (B) Executive’s conviction for, deferred adjudication of, or plea of no contest guilty or nolo contendere contendre to a felony, (ii) Employee's criminal conviction of any other crime involving Employee's lack of honesty or moral turpitude or Employee's entering a plea of guilty or nolo contendre to such a crime, (Ciii) Executive’s Employee's commission of theft against, or embezzlement from, Company or any of its affiliated companies, (iv) or repeated public inebriation or repeated use of illegal drugs or substances. Finally, Employee can be terminated for cause upon Employee's material breach of any material provision covenant contained in this Agreement or failure to perform duties as outlined in Section 1.1. In the event of this Agreementbreach of any such covenant or failure to perform his duties, Employee shall be notified in writing by Company of such breach which notice shall state specifically the alleged breach or of such failure to perform which notice shall state specifically the alleged failure to perform. Notwithstanding the foregoing, prior Employee shall have 30 days from delivery to any termination for Cause under clauses (A) or (C) Employee by Company of the preceding sentence, (X) Company must provide Executive with reasonable written notice of not less than ten (10) business days detailing the failure or conduct on which the termination is to be based, (Y) Company must provide Executive a reasonable opportunity to cure such failure or conduct, and (Z) after such notice and an opportunity to cure, the Board must reasonably determine . If Company deems that Executive Employee has not cured such the breach or failure to perform within the 30 day cure period, Company shall give Employee a final written notice which shall contain specifically the alleged breach that has not been cured or conductthe alleged failure to perform which has not been cured. Executive Employee shall not be deemed have 30 days to have been terminated for Cause unless and until Executive has been provided an opportunity cure from delivery to be heard in person Employee by the Board (with the assistance Company of Executive’s counsel if Executive so desires) on at least five business days’ advance final written notice, and the Board must unanimously approve the termination of Executive for Cause.

By Company for Cause. Company may terminate this Agreement and Executive’s employment at any time for Cause. Notwithstanding the foregoing provisions of this Section 56, in the event Executive’s employment Executive is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation salary accrued but unpaid through the Date of Termination (defined by Section 5(f6(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes herein, “Cause” means (A) Executive’s gross negligence, gross neglect or willful misconduct in the performance of the duties required hereunder hereunder, (B) Executive’s commission of a felony that results in a material adverse effect on the Company, (B) Executive’s conviction for, deferred adjudication of, or plea of no contest or nolo contendere to a felony, or (C) Executive’s material breach of any material provision of this Agreement. Notwithstanding the foregoing, prior to any termination for Cause under clauses (A) or (C) of the preceding sentence, (X) Company must provide Executive with reasonable notice of not less than ten (10) business days detailing the failure or conduct on which the termination is to be based, (Y) Company must provide Executive a reasonable opportunity to cure such failure or conduct, and (Z) after such notice and an opportunity to cure, the Board Committee must reasonably determine that Executive has not cured such failure or conduct. Executive shall not be deemed to have been terminated for Cause unless and until Executive has shall have been provided an opportunity to be heard in person by the Board Committee (with the assistance of Executive’s counsel if Executive so desires) on at least five business days’ advance notice, and the Board Committee must unanimously approve the termination of Executive for Cause.

By Company for Cause. At any time, unless such actions are cured as described below, and without prior notice for actions that are not curable, the Company may terminate this Agreement and Executive’s employment at any time your appointment for Cause. Notwithstanding The Company shall pay you all compensation then due and owing, including payment for accrued bonus, unused vacation, expense reimbursement, if any, and any other benefits provided in this Agreement, including without limitation the foregoing provisions exercisability of any vested exercisable option held by you; thereafter, all of Company's obligations under this Agreement shall cease. Termination shall be for "Cause" if: (i) you act intentionally, recklessly or in bad faith, in a manner which causes material damage or potential material damage to the Company; (ii) you intentionally (and other than due to mental or physical disability or death) refuse to follow any specific written direction or order of the Board of Directors (unless cured as set forth below); (iii) you are convicted of a crime in regard to your appointment material misconduct or dishonesty; or (iv) you breach any material term of this Agreement. For purposes of this Section 55(d), no act, or failure to act, on your part shall be considered to have been done or omitted “intentionally” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the event Executive’s employment is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes herein, “Cause” means (A) Executive’s gross negligence, gross neglect or willful misconduct in the performance best interest of the duties required hereunder that results in a material adverse effect on Company, (B) Executive’s conviction for, deferred adjudication of, or plea of no contest or nolo contendere to a felony, or (C) Executive’s material breach of any material provision of this Agreement. Notwithstanding the foregoing, prior to any termination you may not be terminated for Cause under pursuant to clauses (Ai), (ii), (iii) or (Cv) of the preceding sentence, above without (X1) Company must provide Executive with reasonable notice (of not less than ten (10at least 10 days) business days detailing from the failure or conduct on which Board of Directors setting forth the termination is reasons for the Company's intention to be based, (Y) Company must provide Executive a reasonable opportunity to cure such failure or conductterminate for Cause, and (Z2) after such notice and an opportunity to curefor you, the Board must reasonably determine that Executive has not cured such failure or conduct. Executive shall not be deemed to have been terminated for Cause unless and until Executive has been provided an opportunity together with your counsel, to be heard in person before the Board. Your appointment may be terminated by Company only by the Board (with affirmative vote of a majority of the assistance members of Executive’s counsel if Executive so desires) on at least five business days’ advance notice, and the Board must unanimously approve of Directors of the termination of Executive for CauseCompany then holding office (without counting your vote).

By Company for Cause. If the Company may terminate this Agreement and Executive’s employment at any time terminates the Executive for "Cause. Notwithstanding the foregoing provisions of this Section 5, in the event Executive’s employment is terminated because of Cause" (as defined below), Company shall thereafter have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursableExecutive hereunder. "Cause" shall mean termination by Company of Executive's employment because of (i) prior to Date any act or omission that constitutes a material breach by Executive of Termination. For purposes hereinany of his obligations under this Agreement, “Cause” means (A) Executive’s gross negligenceor under any other material agreement with, gross neglect or willful misconduct in the performance material written policy of Company, which act or omission is not cured within thirty days of the duties required hereunder that results in Company providing Executive with notice of the act, omission or failure deemed to constitute Cause; (ii) the failure or refusal by Executive to follow any lawful reasonable written direction of the Board, which failure or refusal is not cured within thirty days of the Company providing Executive with reasonably detailed written notice of the failure or refusal deemed to constitute Cause; (iii) the conviction by Executive of a material adverse effect on Companyfelony, a crime involving moral turpitude or the perpetration by Executive of a common law fraud; or (Biv) any other willful act or omission by Executive’s conviction for, deferred adjudication which is or will be materially injurious to the financial condition or business reputation of, or plea is otherwise materially injurious to the Company, which act or omission is not cured within thirty days of no contest the Company providing Executive with reasonably detailed written notice of the act or nolo contendere omission deemed to a felonyconstitute Cause. The parties hereto hereby agree that notwithstanding the provisions in the Employee Subscription Agreement between Executive and Holdings, or (C) Executive’s material breach dated as of any material provision of January 20, 1998, the term "Cause" in such Employee Subscription Agreement shall be interpreted to mean Cause as defined in this Agreement. Notwithstanding the foregoing, prior to any termination for Cause under clauses (A) or (C) of the preceding sentence, (X) Company must provide Executive with reasonable notice of not less than ten (10) business days detailing the failure or conduct on which the termination is to be based, (Y) Company must provide Executive a reasonable opportunity to cure such failure or conduct, and (Z) after such notice and an opportunity to cure, the Board must reasonably determine that Executive has not cured such failure or conduct. Executive shall not be deemed to have been terminated for Cause unless and until Executive has been provided an opportunity to be heard in person by the Board (with the assistance of Executive’s counsel if Executive so desires) on at least five business days’ advance notice, and the Board must unanimously approve the termination of Executive for Cause.

By Company for Cause. At any time, unless such actions are cured as described below, and without prior notice for actions that are not curable, the Company may terminate this Agreement and Executive’s your employment at any time for Cause. Notwithstanding The Company shall pay you all compensation then due and owing, including payment for bonus, unused vacation, expense reimbursement, if any, and any other benefits provided in this Agreement, including without limitation the foregoing provisions exercisability of any vested exercisable option held by you; thereafter, all of Company's obligations under this Agreement shall cease. Termination shall be for "Cause" if: (i) you act intentionally, recklessly or in bad faith, in a manner which causes material damage or potential material damage to the Company; (ii) you intentionally (and other than due to mental or physical disability or death) refuse to follow any specific written direction or order of the Board of Directors (unless cured as set forth below); (iii) you exhibit in regard to your employment material misconduct or dishonesty; (iv) you are convicted of a material crime involving dishonesty, breach of trust or fraud; or (v) you breach any material term of this Agreement. For purposes of this Section 56(d), no act, or failure to act, on your part shall be considered to have been done or omitted “intentionally” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the event Executive’s employment is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes herein, “Cause” means (A) Executive’s gross negligence, gross neglect or willful misconduct in the performance best interest of the duties required hereunder that results in a material adverse effect on Company, (B) Executive’s conviction for, deferred adjudication of, or plea of no contest or nolo contendere to a felony, or (C) Executive’s material breach of any material provision of this Agreement. Notwithstanding the foregoing, prior to any termination you may not be terminated for Cause under pursuant to clauses (Ai), (ii), (iii) or (Cv) of the preceding sentence, above without (X1) Company must provide Executive with reasonable notice (of not less than ten (10at least 10 days) business days detailing from the failure or conduct on which Board of Directors setting forth the termination is reasons for the Company's intention to be based, (Y) Company must provide Executive a reasonable opportunity to cure such failure or conductterminate for Cause, and (Z2) after such notice and an opportunity to curefor you, the Board must reasonably determine that Executive has not cured such failure or conduct. Executive shall not be deemed to have been terminated for Cause unless and until Executive has been provided an opportunity together with your counsel, to be heard in person before the Board. Your employment may be terminated by Company only by the Board (with affirmative vote of a majority of the assistance members of Executive’s counsel if Executive so desires) on at least five business days’ advance notice, and the Board must unanimously approve of Directors of the termination of Executive Company then holding office (without counting your vote). No severance payment shall be paid if you are terminated for Causecause.

By Company for Cause. Company The Company, by written notice to Executive, may terminate this Agreement and Executive’s 's employment at any time hereunder for "Cause". Notwithstanding the foregoing provisions of this Section 5, in the event Executive’s employment is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes As used herein, “"Cause” means " shall mean: (Aa) Executive’s gross negligence, gross neglect the refusal or willful misconduct in the performance failure by Executive to carry out specific directions of the duties required hereunder that results in Board which are of a material adverse effect on Companynature and consistent with his status as Chairman, President and CEO (B) Executive’s conviction for, deferred adjudication ofor whichever positions Executive holds at such time), or plea the refusal or failure by Executive to perform a material part of no contest or nolo contendere to Executive's duties hereunder; (b) the commission by Executive of a felony, or (C) Executive’s material breach of any material provision of the provisions of this Agreement; (c) fraud or dishonest action by Executive in his relations with the Company or any of its subsidiaries or affiliates ("dishonest" for these purposes shall mean Executive's knowingly or recklessly making of a material misstatement or omission for his personal benefit); or (d) the conviction of Executive of a felony under federal or state law. Notwithstanding the foregoing, prior no "Cause" for termination shall be deemed to any termination for Cause under exist with respect to Executive's acts described in clauses (Aa) or (Cb) of above, unless the preceding sentence, (X) Company must provide shall have given written notice to Executive specifying the "Cause" with reasonable notice of not less than ten (10) business particularity and, within thirty calendar days detailing the failure or conduct on which the termination is to be based, (Y) Company must provide Executive a reasonable opportunity to cure such failure or conduct, and (Z) after such notice and an opportunity to curenotice, the Board must reasonably determine that Executive has not cured such failure or conduct. Executive shall not have cured or eliminated the problem or thing giving rise to such "Cause;" provided, however, no more than two cure periods need be deemed provided during any twelve-month period. Upon such termination, the Company shall pay to have been terminated Executive the amount set forth in Section 4.7. In the event of a dispute as to the existence of suitable "Cause" for Cause unless and until termination pursuant this Section 4.3, Executive has been provided an opportunity shall be entitled to file for arbitration of such dispute in accordance with the rules of the American Arbitration Association with one arbitrator to be heard in person selected by the Board (Company and one arbitrator to be selected by the Executive, and pending final determination of such arbitration proceedings, Executive shall continue to be compensated in accordance with the assistance terms of Executive’s counsel if Executive so desires) on at least five business days’ advance notice, this Agreement and the Board must unanimously approve the termination of Executive shall be reimbursed for Causehis expenses including his legal costs.

By Company for Cause. The Company may terminate this Agreement and Executive’s employment hereunder for Cause (as defined below) at any time for Causeby giving written notice to Executive. Notwithstanding the foregoing provisions of this Section 5, in the event Executive’s employment is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes herein, “Cause” means shall mean: (Ai) Executive’s gross negligencewillful or repeated and material failure or refusal to perform his reasonably assigned and lawful duties (other than any such failure resulting from incapacity due to physical or mental illness or Disability), gross or serious neglect or willful and material misconduct in the performance of his reasonably assigned and lawful duties; (ii) Executive’s willful and material failure to comply with any reasonably assigned and legal directive of the duties required hereunder that results Board; (iii) Executive’s disclosure or misuse of Confidential Information; (iv) Executive’s engagement in a material adverse effect on illegal conduct, embezzlement, misappropriation, fraud, dishonesty or breach of fiduciary duty, resulting in loss, damage or injury to the Company, ; (Bv) Executive’s conduct related to his employment for which either criminal or civil penalties against Executive or the Company may be sought; (vi) Executive’s conviction for, deferred adjudication of, or plea of no contest guilty or nolo contendere to to, any crime (whether or not involving the Company) that constitutes a felony, felony in the jurisdiction involved; or (Cvii) Executive’s material violation of any Company policy or material breach of any material provision the terms of this AgreementAgreement or any other agreement between Executive and the Company. Notwithstanding The Company shall pay Executive the foregoing, prior Base Salary to any which he is entitled through the end of the day of such termination without further obligation to Executive. Any termination for Cause under clauses clause (A) i), (ii), or (Cvii) above shall require the Company to first give Executive a reasonably detailed written notice setting forth the breach of this Agreement or any other agreement or failure, refusal, or neglect of any duties and providing thirty (30) days to correct such deficiency, to the extent susceptible to correction. For the avoidance of doubt, mere failure of the preceding sentenceCompany to achieve any performance goals shall not constitute “Cause.” For purposes of the second sentence of this paragraph, (X) Company must provide Executive with reasonable notice of not less than ten (10) business days detailing the no act, or failure to act, on Executive’s part shall be considered willful unless done or conduct on which the termination is omitted to be baseddone, (Y) Company must provide Executive a by him not in good faith or without reasonable opportunity to cure such failure belief that his action or conduct, and (Z) after such notice and an opportunity to cure, omission was in the Board must reasonably determine that Executive has not cured such failure or conduct. Executive shall not be deemed to have been terminated for Cause unless and until Executive has been provided an opportunity to be heard in person by best interest of the Board (with the assistance of Executive’s counsel if Executive so desires) on at least five business days’ advance notice, and the Board must unanimously approve the termination of Executive for CauseCompany.

By Company for Cause. The Company may terminate this Agreement and Executive’s terminate, without -------------------- liability, Employee's employment or consultancy for Cause (as defined below) at any time for Causeupon advance written notice to Employee as specified below with reasonable specificity of the details thereof. Notwithstanding The Company shall pay Employee the foregoing provisions compensation to which he is entitled pursuant to Section 2(a) through the end of the specified notice period and thereafter the Company's obligations hereunder shall terminate. For the purposes of this Section 53(c), in the event Executive’s employment is terminated because of "Cause, Company " shall mean: (i) Employee's misconduct which could reasonably be expected to have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes herein, “Cause” means (A) Executive’s gross negligence, gross neglect or willful misconduct in the performance of the duties required hereunder that results in a material adverse effect on the business and affairs of the Company, (Bii) Executive’s conviction forEmployee's disregard of lawful instructions of the Company's Board of Directors which instructions are consistent with Employee's position and relate to the business of the Company or Employee's neglect of duties or failure to act, deferred adjudication which, in each case, could reasonably be expected to have a material adverse effect on the business and affairs of the Company; (iii) Employee is convicted of, or plea of no contest or pleads nolo contendere to to, common law fraud, or a felonyfelony or criminal act against the Company or any Affiliated Company thereof or any of the assets of any of them; (iv) the Employee's abuse of alcohol or other drugs or controlled substances, or conviction of a crime involving moral turpitude, or (Cv) Executive’s Employee's material breach of any material provision of this Agreementthe agreements contained herein or contemplated hereby. Notwithstanding A termination pursuant to Section 3(c) (i), (ii), (iv) (other than as a result of a conviction of a crime involving moral turpitude), or (v) shall take effect 10 days after the foregoinggiving of the notice contemplated hereby unless the Employee shall, prior during such 10-day period, remedy to any the satisfaction of the Board of Directors of the Company the misconduct, disregard, abuse or breach specified of such notice; provided, however, that such termination for Cause under clauses shall take effect immediately upon giving of such notice if the Board of Directors of the Company shall have determined that such misconduct, disregard, abuse or breach is not remediable which determination shall be stated in such notice. A determination pursuant to Section 3(c) (Aiii) or (Civ) (as a result of a conviction of a crime involving moral turpitude) shall take effect immediately upon giving of the preceding sentence, (X) Company must provide Executive with reasonable notice of not less than ten (10) business days detailing the failure or conduct on which the termination is to be based, (Y) Company must provide Executive a reasonable opportunity to cure such failure or conduct, and (Z) after such notice and an opportunity to cure, the Board must reasonably determine that Executive has not cured such failure or conduct. Executive shall not be deemed to have been terminated for Cause unless and until Executive has been provided an opportunity to be heard in person by the Board (with the assistance of Executive’s counsel if Executive so desires) on at least five business days’ advance notice, and the Board must unanimously approve the termination of Executive for Causecontemplated hereby.

By Company for Cause. At any time, unless such actions are cured as described below, and without prior notice for actions that are not curable, the Company may terminate this Agreement and Executive’s your employment at any time for Cause. Notwithstanding The Company shall pay you all compensation then due and owing, including payment for bonus, unused vacation, expense reimbursement, if any, and any other benefits provided in this Agreement, including without limitation the foregoing provisions exercisability of any vested exercisable option held by you; thereafter, all of Company's obligations under this Agreement shall cease. Termination shall be for "Cause" if: (i) you act intentionally, recklessly or in bad faith, in a manner which causes material damage or potential material damage to the Company; (ii) you intentionally (and other than due to mental or physical disability or death) refuse to follow any specific written direction or order of the Board of Directors (unless cured as set forth below); (iii) you exhibit in regard to your employment material misconduct or dishonesty; (iv) you are convicted of a material crime involving dishonesty, breach of trust or fraud; or (v) you breach any material term of this Agreement. For purposes of this Section 55(d), no act, or failure to act, on your part shall be considered to have been done or omitted “intentionally” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the event Executive’s employment is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes herein, “Cause” means (A) Executive’s gross negligence, gross neglect or willful misconduct in the performance best interest of the duties required hereunder that results in a material adverse effect on Company, (B) Executive’s conviction for, deferred adjudication of, or plea of no contest or nolo contendere to a felony, or (C) Executive’s material breach of any material provision of this Agreement. Notwithstanding the foregoing, prior to any termination you may not be terminated for Cause under pursuant to clauses (Ai), (ii), (iii) or (Cv) of the preceding sentence, above without (X1) Company must provide Executive with reasonable notice (of not less than ten (10at least 10 days) business days detailing from the failure or conduct on which Board of Directors setting forth the termination is reasons for the Company's intention to be based, (Y) Company must provide Executive a reasonable opportunity to cure such failure or conductterminate for Cause, and (Z2) after such notice and an opportunity to curefor you, the Board must reasonably determine that Executive has not cured such failure or conduct. Executive shall not be deemed to have been terminated for Cause unless and until Executive has been provided an opportunity together with your counsel, to be heard in person before the Board. Your employment may be terminated by Company only by the Board (with affirmative vote of a majority of the assistance members of Executive’s counsel if Executive so desires) on at least five business days’ advance notice, and the Board must unanimously approve of Directors of the termination of Executive Company then holding office (without counting your vote). No severance payment shall be paid if you are terminated for Causecause.

By Company for Cause. Company The Company, by written notice to Executive, may terminate this Agreement and Executive’s 's employment at any time hereunder for "Cause". Notwithstanding the foregoing provisions of this Section 5, in the event Executive’s employment is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes As used herein, “"Cause” means " shall mean: (Aa) Executive’s gross negligence, gross neglect the refusal or willful misconduct in the performance failure by Executive to carry out specific directions of the duties required hereunder that results in Board which are of a material adverse effect on Companynature and consistent with his status as President, CFO and Executive Vice President (B) Executive’s conviction for, deferred adjudication ofor whichever positions Executive holds at such time), or plea the refusal or failure by Executive to perform a material part of no contest or nolo contendere to Executive's duties hereunder; (b) the commission by Executive of a felony, or (C) Executive’s material breach of any material provision of the provisions of this Agreement; (c) fraud or dishonest action by Executive in his relations with the Company or any of its subsidiaries or affiliates ("dishonest" for these purposes shall mean Executive's knowingly or recklessly making of a material misstatement or omission for his personal benefit); or (d) the conviction of Executive of a felony under federal or state law. Notwithstanding the foregoing, prior no "Cause" for termination shall be deemed to any termination for Cause under exist with respect to Executive's acts described in clauses (Aa) or (Cb) of above, unless the preceding sentence, (X) Company must provide shall have given written notice to Executive specifying the "Cause" with reasonable notice of not less than ten (10) business particularity and, within thirty calendar days detailing the failure or conduct on which the termination is to be based, (Y) Company must provide Executive a reasonable opportunity to cure such failure or conduct, and (Z) after such notice and an opportunity to curenotice, the Board must reasonably determine that Executive has not cured such failure or conduct. Executive shall not have cured or eliminated the problem or thing giving rise to such "Cause;" provided, however, no more than two cure periods need be deemed provided during any twelve-month period. Upon such termination, the Company shall pay to have been terminated Executive the amount set forth in Section 4.7. In the event of a dispute as to the existence of suitable "Cause" for Cause unless and until termination pursuant this Section 4.3, Executive has been provided an opportunity shall be entitled to file for arbitration of such dispute in accordance with the rules of the American Arbitration Association with one arbitrator to be heard in person selected by the Board (Company and one arbitrator to be selected by the Executive, and pending final determination of such arbitration proceedings, Executive shall continue to be compensated in accordance with the assistance terms of Executive’s counsel if Executive so desires) on at least five business days’ advance notice, this Agreement and the Board must unanimously approve the termination of Executive shall be reimbursed for Causehis expenses including his legal costs.

By Company for Cause. Company The Company, by written notice to Executive, may terminate this Agreement and Executive’s employment at any time hereunder for “Cause. Notwithstanding the foregoing provisions of this Section 5, in the event Executive’s employment is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes .” As used herein, “Cause” means shall mean: (Aa) Executive’s gross negligence, gross neglect or willful misconduct in the performance conviction of the duties required hereunder that results in a material adverse effect on Company, (B) Executive’s conviction for, deferred adjudication of, or plea of no contest guilty or nolo contendere to a felonyfelony under the laws of the United States or any state thereof; (b) commission of fraud or embezzlement on the Company or any of its subsidiaries; (c) willful act or omission which results in an assessment of a civil or criminal penalty against the Company or any of its subsidiaries that causes material financial or reputational harm to the Company or any of its subsidiaries; (d) any intentional act of dishonesty resulting or intending to result in personal gain or enrichment at the expense of the Company or any of its subsidiaries; (e) a violation by Executive of law (whether statutory, regulatory or common law), causing a material financial harm or material reputational harm to the Company or any of its subsidiaries; (f) a material violation by Executive of the Company’s (or any of its subsidiaries’) bona fide, written equal employment opportunity, antidiscrimination, anti-harassment, or anti-retaliation policies; (Cg) material breach by the Executive of his obligations pursuant to Section 5.2 hereof and Section 5.4 hereof; (h) the Executive’s material breach abuse of any material provision alcohol, prescription drugs or controlled substances, which interferes with the performance of this Agreementhis duties to the Company; or (i) excessive absenteeism of the Executive other than for reasons of illness. Notwithstanding the foregoing, prior no “Cause” for termination shall be deemed to any termination for Cause under exist with respect to Executive’s acts described in clauses (A) or (C) of the preceding sentencee), (Xg), (h) and (i) above (except as described below), unless the Company must provide shall have given written notice to Executive with reasonable notice of within a period not less than to exceed ten (10) business calendar days detailing of the failure initial existence of the occurrence, specifying the “Cause” with reasonable particularity and, within thirty (30) calendar days after such notice, Executive shall not have cured or conduct on which eliminated the termination is problem or thing giving rise to such “Cause;” provided, however, no more than two cure periods need be basedprovided during any twelve-month period; and provided further, however, that any breach of this Agreement relating to the clauses (a), (Yb), (c), (d), or (f) Company must provide shall be grounds for termination for “Cause” without any advance notice and without any ability on the part of the Executive a reasonable opportunity to cure such failure or conduct, and (Z) after breach. Upon such notice and an opportunity to curetermination, the Board must reasonably determine that Company shall pay to Executive has not cured such failure or conduct. Executive shall not be deemed to have been terminated for Cause unless and until Executive has been provided an opportunity to be heard the amount set forth in person by the Board (with the assistance of Executive’s counsel if Executive so desiresSection 4.6(b) on at least five business days’ advance notice, and the Board must unanimously approve the termination of Executive for Causehereof.

By Company for Cause. Company The Company, by written notice to Executive, may terminate this Agreement and Executive’s employment at any time hereunder for “Cause” and such written notice shall specify in reasonable detail the reasons for the “Cause” termination. Notwithstanding the foregoing provisions of this Section 5, in the event Executive’s employment is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes As used herein, “Cause” means shall mean: (Aa) Executive’s gross negligence, gross neglect or willful misconduct in the performance conviction of the duties required hereunder that results in a material adverse effect on Company, (B) Executive’s conviction for, deferred adjudication of, or plea of no contest guilty or nolo contendere to a felonyfelony under the laws of the United States or any state thereof; (b) commission of fraud or embezzlement on the Company or any of its subsidiaries; (c) willful act or omission which results in an assessment of a civil or criminal penalty against the Company or any of its subsidiaries that causes material financial or reputational harm to the Company or any of its subsidiaries; (d) any intentional act of dishonesty resulting or intending to result in personal gain or enrichment at the expense of the Company or any of its subsidiaries; (e) a violation by Executive of law (whether statutory, regulatory or common law), causing a material financial harm or material reputational harm to the Company or any of its subsidiaries; (f) a material violation by Executive of the Company’s (or any of its subsidiaries’) bona fide, written equal employment opportunity, antidiscrimination, anti-harassment, or anti-retaliation policies; (Cg) material breach by the Executive of his obligations pursuant to Section 5.2 and 5.4; (h) the Executive’s material breach consistent abuse of any material provision alcohol, prescription drugs or controlled substances, which interferes with the performance of this Agreementhis duties to the Company; or (i) excessive absenteeism of the Executive other than for reasons of illness. Notwithstanding the foregoing, prior no “Cause” for termination shall be deemed to any termination for Cause under exist with respect to Executive’s acts described in clauses (A) or (C) of the preceding sentenceb), (Xg) (h) and (i) above (except as described below), unless the Company must provide shall have given written notice to Executive with reasonable notice of within a period not less than to exceed ten (10) business calendar days detailing of the failure initial existence of the occurrence, specifying the “Cause” with reasonable particularity and, within thirty (30) calendar days after such notice, Executive shall not have cured or conduct eliminated the problem or thing giving rise to such “Cause;” provided, however, no more than two cure periods need be provided during any twelve-month period; and provided further, however, that any breach of this Agreement relating to the Restricted Activities shall result in a termination for “Cause” without any advance notice and without any ability on which the termination is to be based, (Y) Company must provide part of the Executive a reasonable opportunity to cure such failure or conduct, and (Z) after breach. Upon such notice and an opportunity to curetermination for Cause, the Board must reasonably determine that Company shall pay to Executive has not cured such failure or conduct. Executive shall not be deemed to have been terminated for Cause unless and until Executive has been provided an opportunity to be heard the amount set forth in person by the Board (with the assistance of Executive’s counsel if Executive so desires) on at least five business days’ advance notice, and the Board must unanimously approve the termination of Executive for CauseSection 4.6(b).

By Company for Cause. The Company may terminate, without -------------------- liability, the Period of Employment for Cause (as defined below) at any time upon ten (10) days' advance written notice to Employee. The Company shall pay Employee the compensation to which he is entitled pursuant to Section 2(a) through the end of the notice period and thereafter the Company's obligations hereunder shall terminate. The Company may terminate the employment of the Employee and all of the Company's obligations under this Agreement and Executive’s employment at any time for Cause"cause" by giving the Employee notice of such termination, with reasonable specificity of the details thereof. Notwithstanding For the foregoing provisions purposes of this Section 53(c), in "Cause" shall mean: (i) the event Executive’s employment is terminated because of Cause, Company shall Employee's material misconduct which could reasonably be expected to have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes herein, “Cause” means (A) Executive’s gross negligence, gross neglect or willful misconduct in the performance of the duties required hereunder that results in a material adverse effect on the business and affairs of the Company, (Bii) Executive’s conviction forthe Employee's disregard of lawful instructions of the Company's Board of Directors consistent with the Employee's position relating to the business of the Company or neglect of duties or failure to act, deferred adjudication ofwhich, in each case, could reasonably be expected to have a material adverse effect on the business and affairs of the Company; (iii) Employee is convicted of common law fraud, or plea a felony or criminal act against the Company or any Affiliated Company thereof or any of no contest the assets of any of them; (iv) the Employee's abuse of alcohol or nolo contendere to other drugs or controlled substances, or conviction of a felonycrime involving moral turpitude, or (Cv) Executive’s the Employee's material breach of any material provision of this Agreementthe agreements contained herein. Notwithstanding A termination pursuant to Section 3(c) (i), (ii), (iv) (other than as a result of a conviction of a crime involving moral turpitude), or (v) shall take effect 10 days after the foregoinggiving of the notice contemplated hereby unless the Employee shall, prior during such 10-day period, remedy to any the satisfaction of the Board of Directors of the Company the misconduct, disregard, abuse or breach specified of such notice; provided, however, -------- ------- that such termination for Cause under clauses shall take effect immediately upon giving of such notice if the Board of Directors of the Company shall have determined that such misconduct, disregard, abuse or breach is not remediable which determination shall be stated in such notice. A determination pursuant to Section 3(c) (Aiii) or (Civ) (as a result of a conviction of a crime involving moral turpitude) shall take effect immediately upon giving of the preceding sentence, (X) Company must provide Executive with reasonable notice of not less than ten (10) business days detailing the failure or conduct on which the termination is to be based, (Y) Company must provide Executive a reasonable opportunity to cure such failure or conduct, and (Z) after such notice and an opportunity to cure, the Board must reasonably determine that Executive has not cured such failure or conduct. Executive shall not be deemed to have been terminated for Cause unless and until Executive has been provided an opportunity to be heard in person by the Board (with the assistance of Executive’s counsel if Executive so desires) on at least five business days’ advance notice, and the Board must unanimously approve the termination of Executive for Causecontemplated hereby.

By Company for Cause. Company The Company, by written notice to Executive, may terminate this Agreement and Executive’s 's employment at any time hereunder for "Cause. Notwithstanding the foregoing provisions of this Section 5, in the event Executive’s employment is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes ." As used herein, “"Cause” means " shall mean: (Aa) Executive’s gross negligencethe refusal, gross neglect or willful misconduct in failure resulting from the performance lack of good faith efforts, by Executive to carry out specific directions of the duties required hereunder that results in Board or the Chief Executive Officer which are of a material adverse effect on nature and consistent with his then current status with the Company (i.e., as Executive Vice President and COO if no Significant Acquisition has occurred during the Term or if a Significant Acquisition has occurred, his then modified status with the Company, (B) Executive’s conviction for, deferred adjudication of), or plea of no contest or nolo contendere to a felonythe refusal, or failure resulting from the lack of good faith efforts, by Executive to perform a material part of Executive's duties hereunder; (Cb) Executive’s the commission by Executive of a material breach of any material provision of the provisions of this Agreement; (c) fraud or dishonest action by Executive in his relations with the Company or any of its subsidiaries or affiliates, or with any customer or business contact of the Company or any of its subsidiaries or affiliates ("dishonest" for these purposes shall mean Executive knowingly making a material misstatement or omission, or knowingly committing a material improper act, for his personal benefit); or (d) the conviction of Executive of any crime involving an act of moral turpitude. Notwithstanding the foregoing, prior no "Cause" for termination shall be deemed to any termination for Cause under exist with respect to Executive's acts described in clauses (Aa) or (Cb) of above, unless the preceding sentence, (X) Company must provide shall have given written notice to Executive specifying the "Cause" with reasonable particularity and, within thirty (30) calendar days after such notice, Executive shall not have cured or eliminated the problem or thing giving rise to such "Cause;" provided, however, that a repeated breach after notice and cure of not less than ten any provision of clauses (10a) business days detailing or (b) above involving the failure same or conduct on which the termination is to be based, (Y) Company must provide Executive a reasonable opportunity to cure such failure substantially similar actions or conduct, and (Z) after shall be grounds for termination for "Cause" without any additional notice from the Company. Upon such notice and an opportunity to curetermination, the Board must reasonably determine that Executive has not cured such failure or conduct. Executive Company shall not be deemed pay to have been terminated for Cause unless and until Executive has been provided an opportunity to be heard executive the amount set forth in person by the Board (with the assistance of Executive’s counsel if Executive so desires) on at least five business days’ advance notice, and the Board must unanimously approve the termination of Executive for CauseSection 4.6(c).

By Company for Cause. Company The Board may terminate this Agreement and for Cause upon written notice to Executive’s employment at any time for Cause. Notwithstanding the foregoing provisions of this Section 5, in the event Executive’s employment is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes herein, “Cause” means shall be defined as: (Ai) Executive’s gross negligence, gross neglect the commission of a felony or willful misconduct a crime involving moral turpitude or the commission of any other act or omission involving dishonesty or fraud with respect to the Company or any of its affiliates or any of their customers or suppliers; (ii) substantial failure on the part of Executive in the his performance of the duties required hereunder that results in a material adverse effect on Company, of the office held by him as reasonably directed by the Chief Executive Officer or the Board (B) other than any such failure resulting from Executive’s conviction forincapacity due to physical or mental illness), deferred adjudication ofafter notice to Executive and a reasonable opportunity to cure; (iii) gross negligence or willful misconduct by Executive with respect to the Company or any of its affiliates (including, without limitation, disparagement that adversely affects the reputation of the Company or plea any of no contest or nolo contendere to a felony, its affiliates); or (Civ) Executive’s any material breach by Executive of any material provision Sections 3, 7 or 8 of this Agreement. Notwithstanding For purposes of this Agreement, an act, or failure to act, on the foregoingExecutive’s part shall be considered “gross negligence” or “willful misconduct” only if done, prior to any termination for Cause under clauses (A) or (C) omitted, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the preceding sentence, (X) Company must provide Executive with reasonable notice of not less than ten (10) business days detailing the failure or conduct on which the termination is to be based, (Y) Company must provide Executive a reasonable opportunity to cure such failure or conduct, and (Z) after such notice and an opportunity to cure, the Board must reasonably determine that Executive has not cured such failure or conductits affiliates. Executive The Executive’s employment shall not be deemed to have been terminated for Cause “Cause” unless and until the Company shall have given or delivered to the Executive has been provided an opportunity (A) reasonable notice setting forth the reasons for the Company’s intention to terminate the Executive’s employment for “Cause”; (B) a reasonable opportunity, at any time during the 30 day period after the Executive’s receipt of such notice, for the Executive, together with his counsel, to be heard before the Board; and (C) a notice of termination stating that, in person by the Board good faith opinion of not less than a majority of the entire membership of the Board, the Executive was guilty of the conduct set forth in clauses (with i), (ii), (iii) or (iv) of the assistance first sentence of Executive’s counsel if this Section 6(e). In the event Executive so desires) on at least five business daysis terminated for Cause, the Company’ advance noticeonly obligation to Executive will be the payment of accrued and/or vested but unpaid Base Salary, vacation pay and the Board must unanimously approve other Benefits as of the termination of Executive for Causedate, unless otherwise required by law or employee benefit plan documents.

By Company for Cause. On the date of delivery to you of a written notice from the Company may terminate this Agreement and Executive’s terminating your employment at any time for Cause. Notwithstanding the foregoing provisions of this Section 5, in the event Executive’s employment is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes herein, The term “Cause” means used in this Restated Agreement shall mean: (Ai) Executive’s gross negligence, gross neglect commission by you of fraud against the Company; (ii) your willful and continuing failure or willful misconduct and continuing refusal to attempt in good faith to implement or undertake the performance lawful directives of the duties required hereunder Company’s Board of Directors relating to your employment responsibilities; (iii) engaging in willful misconduct that results causes material harm to the Company or that reflects adversely in a material adverse effect respect on Company, the Company or materially affects your ability to perform your duties hereunder; (Biv) Executive’s conviction your indictment for, deferred adjudication conviction of, or plea of “guilty” or “no contest contest” to a felony or nolo contendere your indictment for, conviction of, or plea of “guilty” or “no contest” to a crime, whether or not a felony, that causes material harm to the Company or brings you into public disrepute or scandal; (v) subject to applicable law, dependence on alcohol or drugs without the supervision of a physician or the illegal use, possession or sale of drugs which impairs your ability to perform your duties under this Restated Agreement; (vi) your theft, misappropriation, embezzlement or conversion of the assets or opportunities of the Company; (vii) a material breach by you of the terms, covenants or representations of this Restated Agreement that is not reasonably cured within five (5) days after receipt of notice thereof given by the Company stating in reasonable detail the actions or omissions purported to constitute a breach of your obligations hereunder; or (Cviii) Executivea material failure by you to comply with the Company’s material written policies that is not reasonably cured within five (5) days after receipt of notice thereof given by the Company stating in reasonable detail the actions or omissions purported to constitute a breach of any material provision such policies. For purposes of this Restated Agreement, no action or non action shall be deemed to be “willful” if taken or omitted to be taken in the good faith belief that such action or non action was in, or not opposed to, the best interests of the Company. Notwithstanding Anything herein to the foregoingcontrary notwithstanding, prior to any termination you will not be terminated for Cause under “Cause,” within the meaning of clauses (Aii), (iii), (vii) or (Cviii) of the preceding sentencethis subsection, (X) Company must provide Executive with reasonable notice of not less than ten (10) business days detailing the failure or conduct on which the termination is to be based, (Y) Company must provide Executive a reasonable opportunity to cure such failure or conduct, and (Z) after such notice and an opportunity to cure, the Board must reasonably determine that Executive has not cured such failure or conduct. Executive shall not be deemed to unless you have been terminated for Cause unless and until Executive has been provided an opportunity to be heard before the Board of Directors of the Company and, after such hearing, there is a majority vote of the members of such Board to terminate you for Cause; provided that where you have been given an opportunity to cure pursuant to clauses (vii) or (viii), such opportunity for hearing shall be provided in person the event you fail to cure the basis for your termination subject to such provisions (vii) or (viii). In the event of termination of your employment for Cause, the Company shall pay you only such Base Salary as had been earned but unpaid as of the date of the termination and you shall receive no further payments of any kind except as otherwise required by the Board terms of any Company shareholder agreement, unit appreciation agreement, benefit plan, long term incentive plan or applicable law and as otherwise provided in subsection 10 (with the assistance of Executive’s counsel if Executive so desiresf) on at least five business days’ advance notice, and the Board must unanimously approve the termination of Executive for Causebelow.

By Company for Cause. Company may terminate this Agreement and the Executive’s employment hereunder for Cause (as defined below) at any time by giving written notice to the Executive. The Company shall pay Executive the compensation to which he is entitled pursuant to Section 5.1 through the end of the day of such termination plus any accrued but unpaid bonus for Causeany previous period. Notwithstanding the foregoing provisions For purposes of this Section 5Agreement, in the event Company shall have “Cause” to terminate the Executive’s employment is terminated because during the term of Cause, Company shall have no obligations pursuant to this Agreement only if: (i) the Executive materially breaches any material provision of this Agreement after written notice identifying the Date substance of Termination other than for Base Compensation accrued but unpaid through the Date material breach and fails to remedy such breach within thirty (30) days of Termination receiving such written notice; (defined ii) Executive fails or refuses to comply with any lawful and appropriate direction or instruction of a material nature of Company’s Board of Directors, consistent with his position, duties and responsibilities hereunder, which failure or refusal is not timely cured within thirty (30) days of receiving written notice of such failure of refusal , (iii) Executive commits an act of fraud, embezzlement or misappropriation of funds, (iv) Executive commits a material breach of his fiduciary duty based on a good faith determination by Section 5(fthe Board and fails to remedy such alleged breach within thirty (30) belowdays of receiving written notice of such breach , (v) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes herein, “Cause” means (A) Executive’s gross negligence, gross neglect or Executive engages in willful misconduct in the performance of his duties hereunder, and fails to remedy such breach within thirty (30) days of receiving written notice thereof from the duties required hereunder Board, provided, however, that results in a material adverse effect on Company, (B) Executive’s conviction for, deferred adjudication ofno act, or plea failure to act, by Executive shall be considered an act of no contest “willful misconduct” unless committed without good faith and without a reasonable belief that the act or nolo contendere omission was in or not opposed to a felony, the Company’s best interest; or (Cvi) Executive’s material breach Executive is convicted of any material provision a felony or a crime of this Agreement. Notwithstanding the foregoing, prior to any termination for Cause under clauses (A) or (C) of the preceding sentence, (X) Company must provide Executive with reasonable notice of not less than ten (10) business days detailing the failure or conduct on which the termination is to be based, (Y) Company must provide Executive a reasonable opportunity to cure such failure or conduct, and (Z) after such notice and an opportunity to cure, the Board must reasonably determine that Executive has not cured such failure or conduct. Executive shall not be deemed to have been terminated for Cause unless and until Executive has been provided an opportunity to be heard in person by the Board (with the assistance of Executive’s counsel if Executive so desires) on at least five business days’ advance notice, and the Board must unanimously approve the termination of Executive for Causemoral turpitude.

By Company for Cause. Executive agrees that his employment with Company may terminate this Agreement be terminated immediately for Cause at the discretion of the Chairman and Executive’s employment at any time for Board of Directors of Company. "Cause. Notwithstanding the foregoing provisions of this Section 5, in the event Executive’s employment " is terminated because of Cause, Company shall have no obligations pursuant defined to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes herein, “Cause” means mean: (A) the willful and continued failure by Executive substantially to perform his duties and obligations to the Company (other than any such failure resulting from any illness, medical condition or physical or mental incapacity) which failure continues after Company has given written notice to Executive’s gross negligence; (B) the willful engaging by Executive in misconduct which is significantly injurious to Company, gross neglect monetarily or willful otherwise; (C) the material breach by Executive of any of his obligations under this Agreement; (D) the engaging by Executive in any fraud, dishonesty, or any other act of misconduct in the performance of Executive's duties on behalf of Company; (E) the duties required hereunder that results commission by Executive of a civil or criminal offense which may adversely affect Company's reputation or interests, as determined by the Board of Directors, regardless of any legal proceeding; or (F) the action or conduct by Executive resulting in his being indicted or sanctioned in his personal capacity or resulting in his entering into a material adverse effect on Company, (B) Executive’s conviction for, deferred adjudication consent decree in connection with an investigation of, or plea allegation of no contest or nolo contendere to a felonywrongdoing by, or (C) other formal proceeding against Executive’s material breach , by any federal or state agency, whether related to the business of Company or to any material provision other employment or activity of Executive, past, present or future. For purposes of this Agreementdefinition, no act, or failure to act, on Executive's part will be considered "willful" unless done, or omitted to be done, by Executive in bad faith and without reasonable belief that his action or omission was in the best interests of Company. Notwithstanding the foregoing, prior to any termination Termination of Executive's employment for Cause under clauses cause will become effective five (A) or (C) of the preceding sentence, (X) Company must provide Executive with reasonable notice of not less than ten (105) business days detailing after a written notice of intent to terminate Executive's employment is given to Executive by Company's Board of Directors or, alternatively, at Company's option, by paying Executive all compensation due him in lieu of part or all of the failure or conduct on which five (5) business days notice. Upon termination by Company for cause as stated in Section 7.1(a) above, Company shall pay Executive all earned but unpaid base salary compensation (prorated to the termination is to be baseddate of such termination) together with any earned but unpaid bonus compensation as described in Section 5.2 above, (Y) Company must provide Executive a reasonable opportunity to cure such failure or conductall accrued but unused vacation time, and (Z) after such notice any not yet reimbursed business expenses incurred for services provided through the date of termination, as provided for in Section 6.2 above. All other compensation and an opportunity to cure, the Board must reasonably determine that Executive has not cured such failure or conduct. Executive benefits shall not be deemed to have been terminated for Cause unless and until Executive has been provided an opportunity to be heard in person by the Board (with the assistance of cease accrual on Executive’s counsel if Executive so desires) on at least five business days’ advance notice, and the Board must unanimously approve the 's termination of Executive for Causedate.