Common use of By the Company for Cause Clause in Contracts

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured or continues sixty (60) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty (60) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make no payments to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreement.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such the Cause. For purposes of this Agreement, “Cause” shall be limited to: mean that the Executive has, as determined by the Board in its sole discretion, (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) breached any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwisefiduciary duty; (ii) Executive’s gross negligence materially breached any legal or willful misconduct with regard contractual obligation to the Company or any of its Affiliates; (iii) engaged in fraud, which has embezzlement, acts of dishonesty or a material adverse impact on conflict of interest relating to the affairs of the Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured or continues sixty (60) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theftbeen charged with, fraud convicted of or plead nolo contendere to any felony or to any criminal charge involving moral turpitude or that could reasonably be expected to have a material act adverse effect on the business or affairs of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive failed to disclose comply with any legal impediments to his employment by the material Company rule, policy or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Boardprocedure; (vi) habitually used alcohol or drugs in a way that interferes with the Executive’s breach performance of the Executive’s duties; (vii) committed any action that could reasonably be expected to cause the Company or violation any of those provisions its Affiliates public disgrace, disrepute or substantial economic harm; (viii) entered into a consent decree with respect to a governmental authority that could reasonably be expected to have a material adverse effect on the business or affairs of the Company or any of its Affiliates; or (ix) exhibited persistent unsatisfactory performance or neglect of his job duties, provided that the Executive is first given thirty (30) days’ written notice to cure such unsatisfactory performance or neglect. In addition, solely for purposes of Section 3(d)(i) of this Agreement setting forth and in addition to the foregoing, Cause shall also include (x) the Board’s good faith determination that it has a reasonable basis for dissatisfaction with the Executive’s obligations with respect employment for reasons such as lack of capacity or diligence, failure to confidentialityconform to usual standards of conduct, non-competition and non-solicitation; or other culpable or inappropriate behavior or (viixi) other grounds for discharge that are reasonably related, in the ExecutiveBoard’s breach of any other material provision of this Agreement unless corrected by good faith judgment, to the Executive within sixty (60) days needs of the Company’s written notification to the Executive business of such breach. In the event of such termination, the Company shall make no payments to the Executive under this Agreement other than provision or any of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreementits Affiliates.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, including but not limited to its Immediate Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure in either case remains uncured or continues sixty after twenty (6020) days after days’ written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach the foregoing and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty twenty (6020) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make have no payments obligation to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company Parent held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s LLC Agreement, the applicable equity incentive plans plan and the Executive’s any applicable unit certification, agreements thereunder and shall not be governed by this Agreementother requirements.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his the duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured or continues sixty thirty (6030) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his the employment by the Company or his breach of any of his the obligations to a former employer in connection with his the employment by the Company (e.g., his the disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty thirty (6030) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make no payments to the Executive under this Agreement other than provision of Final Compensation, which will be paid no later than March 15th of the year following the Termination Year. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreement.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder this Agreement for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Causetime. For the purposes of this Agreement, “Cause” shall be limited tomean any of the following: (i) Executive’s indictmenttheft, charge dishonesty, fraudulent misconduct, unauthorized disclosure of trade secrets, gross dereliction of duty or conviction of, or plea other grave misconduct on the part of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude the Executive that might be reasonably expected to, or does, materially adversely affect is substantially injurious to the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwiseCompany; (ii) the Executive’s gross negligence willful act or willful misconduct with regard to omission that he knew would have the Company effect of materially injuring the reputation, business or any prospects of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwisethe Company; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal conviction of a felony, as evidenced by a binding and final judgment, order or failure remains uncured or continues sixty (60) days after written notice from the CEO or the Board which references the potential for decree of a “for Cause” termination and specifies in reasonable detail the nature court of the refusal or willful failure which must be curedcompetent jurisdiction; (iv) the Executive’s theft, fraud or any material act consent to an order of financial dishonesty related to the Company or any Securities and Exchange Commission for the Executive’s violation of its Affiliatesthe federal securities laws; (v) the Executive’s repeated and demonstrated failure by the Executive to disclose any legal impediments perform material duties in a competent and efficient manner which failure is not due to his employment by the Company illness or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf disability of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the BoardExecutive; (vi) a petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver was appointed by a court for the property of, the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s failure to file timely (including extensions) federal or state income tax returns that the Executive or his spouse is required by law to file (such as personal returns and returns for trusts or entities of which the Executive or his spouse is trustee, controlling or general partner or member, or managing member) and to pay related taxes; (viii) the occurrence of improprieties involving the financial statements of the Company in which the Executive was directly or indirectly involved in committing the impropriety; (ix) the Executive’s commission of material violations of codes of conduct of the Company applicable to the Executive; or (x) the Executive’s material breach of any other material provision of this Agreement unless corrected by his obligations under the Loyalty Agreement. Notwithstanding the foregoing, the Executive within sixty (60) days of the Company’s written notification shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of such breach. In a resolution, duly adopted by the event of such termination, the Company shall make no payments Committee (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Committee), finding that in the good faith opinion of the Committee conduct of the Executive met one of the standards set forth in any of clauses (i) through (x) of the preceding sentence and specifying the particulars thereof. If the Company terminates this Agreement for Cause, then the Executive shall forfeit his right to any and all benefits (other than vested fringe benefits) he would otherwise been entitled to receive under this Agreement other than provision of Final Compensation. Any equity in the Company held by Agreement, except that whether the Executive on the Date of Termination hereunder shall forfeits vested equity compensation benefits will be governed by determined in accordance with the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by applicable to such equity compensation benefits rather than this Agreement.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, including but not limited to its Immediate Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure failure, in either case, remains uncured or continues sixty after twenty (6020) days after days’ written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his her employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his her disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach the foregoing and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty twenty (6020) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make have no payments obligation to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company Parent held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s LLC Agreement, the applicable equity incentive plans plan and the Executive’s any applicable unit certification, agreements thereunder and shall not be governed by this Agreementother requirements.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful gross misconduct with regard to the Company or any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured or continues or recurs after sixty (60) days after written days’ notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty (60) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make no payments to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreement.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such the Cause. For purposes of this Agreement, “Cause” shall be limited tomean the occurrence of any of the following, as determined by the Board in its reasonable judgment: (i) a willful and material act of dishonesty by the Executive in connection with the performance of the Executive’s indictment, charge or duties as an employee of the Company; (ii) the Executive’s conviction of, or plea of guilty or nolo contendere to, (A) a felony or (B) any other crime involving fraud fraud, embezzlement or material financial dishonesty or (C) any other crime involving willful act of moral turpitude that might be reasonably expected toturpitude, or doesa material violation of a federal or state law by the Executive, that the Board reasonably determines has had or is reasonably likely to have a materially adversely affect detrimental effect on the Company or any of its Affiliates, whether that effect is to economics, to Company’s reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwisebusiness; (iii) the Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of gross misconduct in the CEO or the Board or its designee within the scope performance of the Executive’s duties hereunder which refusal or failure remains uncured or continues sixty (60) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature as an employee of the refusal or willful failure which must be curedCompany; (iv) the Executive’s theft, fraud willful and material unauthorized use or disclosure of any material act proprietary information or trade secrets of financial dishonesty related to the Company that materially damages the Company or any other party to whom the Executive owes an obligation of its Affiliatesnondisclosure as a result of the Executive’s relationship with the Company; (v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his Executive’s willful and material breach of any of his obligations to a former employer in connection under any written agreement or covenant with his employment by the Company (e.g.Company, his disclosure including this Agreement; or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth continued willful and substantial failure to perform the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or employment duties (vii) other than a result of the Executive’s breach death or Disability) after notice. Cause shall not exist unless, in any case, the Executive has first received a written notice from the Board that sets forth the factual basis for the Board’s determination as to any behavior or occurrence claimed as Cause and the Executive fails to cure such claimed behavior or occurrence, if curable, to the reasonable satisfaction of any other material provision a majority of the Board within ten (10) business days after receiving such written notice, in which case the Executive’s termination date will be the expiration date of the cure period, if any. For purposes of this Agreement paragraph, no act or failure to act on the Executive’s part shall be considered “willful” unless corrected it is done or omitted to be done by the Executive within sixty (60) days in bad faith and without reasonable belief that the act or failure to act was in the best interest of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make no payments to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreement.

By the Company for Cause. The Company may terminate the Executive’s employment Employment Period hereunder for Cause (as defined below) at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this AgreementThe following, “Cause” as determined by the Board in its reasonable and good faith judgment, shall be limited toconstitute Cause for termination: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, in a court of law of (Ax) a any felony or (By) any other crime misdemeanor involving fraud dishonesty, breach of trust, misappropriation or material financial illegal narcotics, (ii) commission of any act involving theft, embezzlement, fraud, dishonesty or moral turpitude or that otherwise impairs the reputation, goodwill or business of the Company, (Ciii) material breach of any of the material provisions of this Agreement or of any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect material agreement between the Executive and the Company or any of its Affiliates, whether that effect is to economics(iv) demonstration of gross negligence, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard or dereliction of duty in the execution of his duties under this Agreement or breach of his duty of loyalty to the Company or any of its AffiliatesAffiliates that is materially injurious to the Company, which has a material adverse impact on Company or any of its Affiliates, whether economic (v) repeated and consistent failure to be present at work or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow at a material lawful written directive level consistent with his position with the Company. Upon the giving of the CEO or the Board or its designee within the scope notice of termination of the Executive’s duties employment hereunder which refusal for Cause, the Company shall not have any further obligation or failure remains uncured or continues sixty (60) days after liability to the Executive, other than for Base Salary earned and unpaid through the date of termination. Notwithstanding the foregoing, following written notice from the CEO Board of Directors of any of the events described in (iii) or the Board which references the potential for a “for Cause” termination and specifies (v) above (such notice to set forth in reasonable detail the nature of the refusal alleged breach or willful failure conduct): (x) the Executive shall have thirty (30) calendar days in which must to cure the alleged breach or conduct, except where such breach or conduct by its nature may not be cured; , and (ivy) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by if the Executive fails to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g.cure, his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty (60) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company termination shall make no payments to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company held by the Executive become effective on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreement31st calendar day following such written notice.

By the Company for Cause. The Company may shall have the right to terminate the Executive’s employment hereunder for Cause at any time upon delivery of written notice of termination for Cause (as defined below) to the Executive setting forth (which notice shall specify in reasonable detail the nature basis upon which such termination is made), such employment to terminate immediately upon delivery of such Cause. For purposes notice unless otherwise specified by the Board of this Agreement, “Cause” shall be limited tothe Company if the Board (excluding Executive) determines in good faith that Executive: (i) Executive’s indictmenthas misappropriated, charge stolen or conviction of, embezzled funds or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect property from the Company or any an affiliate of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or secured or attempted to secure personally any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured or continues sixty (60) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer profit in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer any transaction entered into on behalf of the Company without such former employeror any affiliate of the Company, (ii) has been convicted of a felony or entered a plea of “nolo contendre” which in the reasonable opinion of the Board brings Executive into disrepute or is likely to cause material harm to the Company’s consent(or any of its affiliate’s) business, customer or supplier relations, financial condition or prospects, (iii) has neglected his duties hereunder in a manner resulting in demonstrable adverse consequences to the Company (it being understood that the mere failure to achieve any performance target in any Value Creation Plan or other financial or operating plan for the Company will not be a basis for a determination of “neglect of duties” for purposes of this clause (iii)); provided that prior to any termination pursuant to this clause (iii), the General Partner shall provide Executive has been provided with (A) prior written notification of any notice describing such failure to perform, (B) an opportunity to cure such failure to perform within 30 days after Executive’s receipt of such failure or breach written notice from the General Partner and has been given five (5C) days a reasonable opportunity, together with his counsel, to present any mitigating, corrective or clarifying information address the Board with regard to the CEO or the Board; validity of its determination that Cause for termination exists, (viiv) the Executive’s breach or violation has materially violated a provision of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentialitySection 4 hereof, non-competition and non-solicitation; or (viiv) the Executive’s breach of has willfully violated or breached any other material provision of this Agreement unless corrected by in any material respect or violated any material law or regulation to the Executive within sixty (60) days material detriment of the Company’s written notification to Company or any affiliate of the Executive of such breachCompany or its business (collectively, “Cause”). In the event of such terminationthat Executive’s employment is terminated for Cause, the Company shall make no payments to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by entitled to receive only the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreementpayments referred to in Section 3.3(e) hereof.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes The following, as determined by the Board in its reasonable judgment, shall constitute Cause for termination: refusal or failure to perform (other than by reason of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction ofdisability), or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect negligence in the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope performance of the Executive’s duties hereunder and responsibilities to the Company or its Affiliates, which refusal or failure remains uncured to perform or continues sixty (60) material negligence is not cured within 30 days after written notice from the CEO Company or the Board which references the potential for such Affiliates; commission of, indictment for, conviction of or plea of guilty or nolo contendere to a “for Cause” termination and specifies in reasonable detail the nature felony or any crime involving moral turpitude, fraud, embezzlement or theft; breach of fiduciary duties (including a violation of the refusal Company’s or any of its Affiliate’s code of ethics) on the part of the Executive; gross negligence or willful failure misconduct in the performance of employment, which must negligence or misconduct is not cured within 30 days after written notice from the Company, and which willful act or misconduct could reasonably be cured; (iv) Executive’s theft, fraud expected to be injurious to the financial condition or any material act business reputation of financial dishonesty related to the Company or any of its Affiliates; (v) the failure material breach by Executive of any provision of any agreement to which such Executive and the Company or any or its Affiliates are party; or breach by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification terms of any Exhibit A of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation Unit Award Agreement, as in effect from time to time (the “Restrictive Covenants”). Upon the giving of those provisions notice of this Agreement setting forth termination of the Executive’s obligations with respect employment hereunder for Cause, the Company shall have no further obligation to confidentialitythe Executive, non-competition and non-solicitation; or (vii) other than for his Final Compensation. By the Company Other than for Cause. The Company may terminate the Executive’s breach of employment hereunder other than for Cause at any other material provision of this Agreement unless corrected by the Executive within sixty (60) days of the Company’s time upon written notification notice to the Executive of such breachExecutive. In the event of the Executive’s Separation from Service pursuant to this Section 5(d), in addition to Final Compensation, the Executive will be entitled to the following payments and benefits, provided that the Executive satisfies all conditions to such terminationentitlement, including without limitation, continued compliance with the Restrictive Covenants and signing and returning to the Company a timely and effective Employee Release in accordance with subsection (iii) below: Until the conclusion of a period of the twelve (12) months following the Termination Date, the Company shall make no payments continue to pay the Executive under this Agreement other than provision of Final Compensation. Any equity the Base Salary at the rate in effect on the Company held by Termination Date, and, subject to any employee contribution applicable to the Executive on the Termination Date, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. Executive shall be paid any annual bonus compensation awarded for the fiscal year immediately preceding the year in which termination of employment occurs, but unpaid on the Termination Date. Such bonus shall be payable in the year of the Termination Date at the same time as bonuses are paid to Company executives generally; provided, however, that if paying such amount on the date on which bonuses are paid to Company executives generally would result in an additional tax on the Executive or his estate under Section 409A, then such bonus shall be payable no later than June 15 of the year of Termination Date. Any obligation of the Company to the Executive hereunder, other than for his Final Compensation, is conditioned, however, on the Executive’s timely and effective execution of the form of release included with this Agreement as Exhibit A, by the deadline specified therein (any such release submitted by such deadline, the “Employee Release”) and delivering it to the Company not later than the deadline specified therein, which shall not be later than the sixtieth (60th) calendar day following the date of his Separation from Service. Subject to Section 5(g) below, severance pay to which the Executive is entitled hereunder shall be governed by payable in accordance with the terms normal payroll practices of the Company, with the first payment, which shall be retroactive to the day immediately following the Termination Date, being due and payable on the Company’s equity incentive plans next regular payday for executives that follows the expiration of sixty (60) calendar days from the Termination Date. The Release of Claims required for separation benefits in accordance with this Section 5(d) or Section 5(e) creates legally binding obligations on the part of the Executive and the Executive’s agreements thereunder Company therefore advises the Executive to seek the advice of an attorney before signing it. By the Executive for Good Reason. The Executive may terminate his employment hereunder for Good Reason (A) by providing notice to the Company specifying in reasonable detail the condition giving rise to the Good Reason no later than thirty (30) days following the occurrence of that condition; (B) by providing the Company a period of thirty (30) days to remedy the condition and shall not be governed so specifying in the notice and (C) by this Agreementterminating his employment for Good Reason within thirty (30) days following the expiration of the period to remedy if the Company fails to remedy the condition.

By the Company for Cause. The Immediately upon written notice by the Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such a termination for Cause. For purposes of this Agreement, “Cause” shall be limited tomean the occurrence of any of the following events, as determined by the Board in its sole and absolute discretion: (i) the failure of the Executive to perform material duties hereunder, including, without limitation, the failure of the Executive to devote not a less amount of the Executive’s indictment, charge or conviction ofbusiness time devoted prior to the date of the Agreement of the Executive’s business time (excluding periods of paid time off and other approved leaves of absence) to the performance of the Executive’s duties with the Company, or plea comply with reasonable directions of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economicsBoard which, to reputation the extent it is curable by the Executive, is not cured within ten (10) days after written notice thereof is given to the Executive by the Company, specifying in reasonable detail the manner in which the Executive has failed to perform such duties or otherwisecomply with such directions; (ii) the Executive’s commission (including entry of a nolo contendere plea) of an act or acts constituting a felony, dishonesty or disloyalty or fraud; (iii) the Executive’s gross negligence or willful misconduct with regard commission of an act, or failure to take action, which adversely affects the Company’s business or reputation; (iv) the Executive’s misappropriation or embezzlement of the property of the Company or any of its Affiliates, which has affiliates (whether or not a material adverse impact on Company misdemeanor or any of its Affiliates, whether economic felony); or to reputation or otherwise; (iiiv) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder material breach, non-performance or non-observance of any Company policy or any term of this Agreement, including but not limited to the covenants contained in Section 9, or any other agreement to which refusal or failure remains uncured or continues sixty the Executive and the Company are parties, which, to the extent it is curable by the Executive, is not cured within ten (6010) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been thereof is given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty (60) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make no payments to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreement.

By the Company for Cause. The Company Board may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such the Cause, provided that the Executive has an opportunity, with the benefit of legal counsel, to be heard by the Board (which opportunity may occur by telephone or videoconference). For purposes of this Agreement, “Cause” shall be limited tomean the occurrence of any of the following, as determined by the Board in its reasonable judgment: (i) the Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is failure to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct comply with regard to the Company or any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO Company’s Chief Executive Officer or the Board Board, or its designee within gross negligence in the scope performance of the Executive’s duties hereunder which refusal or failure remains uncured or continues sixty (60) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related responsibilities to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (viii) the Executive’s material breach or violation of those provisions of this Agreement setting forth or any other written agreement between the Executive and the Company or any of its Affiliates; (iii) the Executive’s obligations with respect indictment for, or plea of nolo contendere to, a felony or other crime involving moral turpitude that causes or could reasonably be expected to confidentialitycause material harm to the business interests or reputation of the Company or any of its Affiliates; (iv) fraud, theft, embezzlement or other intentional misconduct by the Executive that is or could reasonably be expected to be materially harmful to the business interests or reputation of the Company or any of its Affiliates; and/or, solely for purposes of the application of the non-competition provision in Section 3(d)(i) of this Agreement: (v) (A) the Executive’s performance (or nonperformance) of his duties and non-solicitation; responsibilities to the Company or any of its Affiliates in a manner deemed by the Company to be in any way unsatisfactory, (viiB) the Executive’s breach of this Agreement or any other material agreement between the Executive and the Company or any of its Affiliates, or (C) the Executive’s violation of or disregard for any rule or procedure or policy of the Company or any of its Affiliates, or any other reasonable basis for Company dissatisfaction with the Executive, including for reasons such as lack of capacity or diligence, failure to conform to usual standards of conduct, or other culpable or inappropriate behavior. For the avoidance of doubt, the above Section 4(a)(v) does not apply to determining the Executive’s eligibility for Severance Benefits or to any other provision of this Agreement unless corrected by other than Section 3(d)(i), nor does it apply to any other agreement to which the Executive within sixty is a party. Further, Cause shall not exist hereunder, in the case of (60i) days or (ii) above, unless the Company has provided the Executive with written notice of the Company’s written notification event(s) alleged to constitute Cause thereunder and, if such event(s) are susceptible to cure, a 15 day period to cure following the receipt of such notice in which the Executive of has failed to cure such breach. In the event of such termination, the Company shall make no payments to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreementevent(s).

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes The following events or conditions shall constitute "Cause" for termination: (i) the willful and continued failure of the Executive to perform substantially his duties and responsibilities for the Company (other than any such failure resulting from Executive’s death or Disability) after a written demand by the Board for substantial performance is delivered to the Executive by the Company, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties and responsibilities, which willful and continued failure is not cured by the Executive within thirty (30) days of his receipt of such written demand; (ii) the material breach by the Executive of any material provision of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) if such breach results in a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect adverse effect on the Company or any of its Affiliates, whether that effect Subsidiaries and if the breach is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured or continues sixty (60) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure not cured by the Executive to disclose any legal impediments to his employment by the Company or his breach of any within thirty (30) days of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any receipt of such failure or breach and has been given five written demand therefore (5) days to present any mitigatingfor the avoidance of doubt, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions Section 8.1, 8.3 and 8.5 of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s shall be considered an immediate material breach of any other a material provision of this Agreement unless corrected and not subject to the foregoing notice or cure provisions); (iii) the commission of fraud, embezzlement or theft by the Executive; (iv) the conviction of the Executive of, or plea by the Executive within sixty (60) days of nolo contendre to, any felony or any other crime involving dishonesty or moral turpitude. Upon the giving of notice of termination of the Company’s written notification to the Executive of such breach. In the event of such terminationExecutive's employment hereunder for Cause, the Company shall make have no payments further obligation or liability to the Executive under this Agreement hereunder, other than provision for payment of Final Compensationany Base Salary earned but unpaid through the Date of Termination. Any equity in Without limiting the Company held by generality of the foregoing, the Executive on shall not be entitled to receive any Discretionary Bonus amounts which have not been paid prior to the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreementfor Cause or following a Material Adverse Event.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) the Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (CB) any other felony or crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect effect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) the Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, which has a material adverse impact on the Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) the Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure in either case remains uncured or continues sixty after twenty (6020) days after days’ written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) the Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by any representations or warranties of the Executive under this Agreement that there is no legal impediment to disclose any legal impediments to his employment by the Company or his employment, no disclosure of third party confidential information and no breach of any of his obligations to existing employment agreement proven false in a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent)material respect; provided that the Executive has been provided with written notification of any of such failure or breach the foregoing and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach of a fiduciary duty owed to the Company or any of its Affiliates, including but not limited to any breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty twenty (6020) days of the Company’s written notification to the Executive of such breachbreach or (viii) the Executive’s failure to remain in good standing with the California State Bar Association. In the event of such termination, the Company shall make have no payments obligation to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company LLC held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans Unit Certificate, the Plan and the Executive’s agreements thereunder and LLC Agreement, as applicable. The definition of “Cause” set forth in this Section 5(c) shall not be governed by this Agreementsupersede the definition of “Cause” in the 2006 Equity Incentive Plan if the 2006 Equity Incentive Plan expressly provides for such supersession.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his the duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured or continues sixty thirty (6030) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his the employment by the Company or his breach of any of his the obligations to a former employer in connection with his the employment by the Company (e.g., his the disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty thirty (6030) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make no payments to the Executive under this Agreement other than provision of Final Compensation, which will be paid no later than March 15th of the year following the Termination Year. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreement.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, including but not limited to its Immediate Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure failure, in either case, remains uncured or continues sixty after twenty (6020) days after days’ written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach the foregoing and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty twenty (6020) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make have no payments obligation to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company Parent held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s LLC Agreement, the applicable equity incentive plans plan and the Executive’s any applicable unit certification, agreements thereunder and shall not be governed by this Agreementother requirements.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (CB) any other felony or crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect effect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, including but not limited to its Immediate Affiliates, which has a material adverse impact on the Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure in either case remains uncured or continues sixty after twenty (6020) days after days’ written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by any representations or warranties of the Executive under this Agreement that there is no legal impediment to disclose any legal impediments to his employment by the Company or his employment, no disclosure of third party confidential information and no breach of any of his obligations to existing employment agreement prove false in a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent)material respect; provided that Executive has been provided with written notification of any of such failure or breach the foregoing and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach of a fiduciary duty owed to the Company or any of its Affiliates, including but not limited to any breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty twenty (6020) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make have no payments obligation to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company LLC held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans Unit Certificate, the Plan and the Executive’s agreements thereunder and LLC Agreement, as applicable. The definition of “Cause” set forth in this Section 5(c) shall not be governed by this Agreementsupersede the definition of “Cause” in the 2006 Equity Incentive Plan if the 2006 Equity Incentive Plan expressly provides for such supersession.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (CB) any other felony or crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect effect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, including but not limited to its Sports Affiliates, which has a material adverse impact on the Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure in either case remains uncured or continues sixty after twenty (6020) days after days’ written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by any representations or warranties of the Executive under this Agreement that there is no legal impediment to disclose any legal impediments to his employment by the Company or his employment, no disclosure of third party confidential information and no breach of any of his obligations to existing employment agreement prove false in a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent)material respect; provided that Executive has been provided with written notification of any of such failure or breach the foregoing and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach of a fiduciary duty owed to the Company or any of its Affiliates, including but not limited to any breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty twenty (6020) days of the Company’s written notification to the Executive of such breachbreach or (viii) any restatement of the Company’s audited financial statements shall occur or the Company’s auditors shall require an adjustment to current year financials then being audited, which would result in a greater than 10% decrease to the Company’s EBITDA for any fiscal year and would also require a waiver or amendment of the Company’s credit agreement with its senior lenders; provided, however, that no such reinstatement or adjustment shall be Cause hereunder to the extent that it pertains or results from the business of the Company and its pre-Closing Affiliates conducted prior to the Closing Date; and further provided that no such reinstatement or adjustment shall be Cause hereunder unless the necessity for such restatement or adjustment originated from Executive’s acts or omissions and Executive knew or reasonably should have known that said acts or omissions could result in, or otherwise necessitate, such a restatement or adjustment. In the event of such termination, the Company shall make have no payments obligation to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company LLC held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans Unit Certificate, the Plan and the Executive’s agreements thereunder and LLC Agreement, as applicable. The definition of “Cause” set forth in this Section 5(c) shall not be governed by this Agreementsupersede the definition of “Cause” in the 2006 Equity Incentive Plan if the 2006 Equity Incentive Plan expressly provides for such supersession.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured or continues sixty (60) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s 's theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty (60) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make no payments to the Executive under this Agreement other than provision of Final Compensation, which will be paid no later than March 15th of the year following the Termination Year. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreement.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, including but not limited to its Immediate Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his her duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured or continues sixty twenty (6020) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his her employment by the Company or his her breach of any of his her obligations to a former employer in connection with his her employment by the Company (e.g., his her disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty twenty (6020) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make have no payments obligation to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company LLC held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans Unit Certificate, the Plan and the Executive’s agreements thereunder and shall not be governed by this LLC Agreement, as applicable.

By the Company for Cause. The Company Board may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such the Cause, provided that the Executive has an opportunity, with the benefit of legal counsel, to be heard by the Board (which opportunity may occur by telephone or video conference). For purposes of this Agreement, “Cause” shall be limited tomean the occurrence of any of the following, as determined by the Board in its reasonable judgment: (i) the Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is failure to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct comply with regard to the Company or any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO Company’s Chief Executive officer or the Board Board, or its designee within gross negligence in the scope performance of the Executive’s duties hereunder which refusal or failure remains uncured or continues sixty (60) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related responsibilities to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (viii) the Executive’s material breach or violation of those provisions of this Agreement setting forth or any other written agreement between the Executive’s obligations with respect to confidentiality, non-competition Executive and non-solicitationthe Company or any of its Affiliates; or (viiiii) the Executive’s indictment for, or plea of nolo contendere to, a felony or other crime involving moral turpitude that causes or could reasonably be expected to cause material harm to the business interests or reputation of the Company or any of its Affiliates; (iv) fraud, theft, embezzlement or other intentional misconduct by the Executive that is or could reasonably be expected to be materially harmful to the business interests or reputation of the Company or any of its Affiliates; and/or, solely for purposes of the application of the non-competition provision in Section 3(d)(i) of this Agreement: (v) (A) the Executive’s performance (or nonperformance) of his duties and responsibilities to the Company or any of its Affiliates in a manner deemed by the Company to be in any way unsatisfactory, (B) the Executive‘s breach of this Agreement or any other material agreement between the Executive and the Company or any of its Affiliates, or (C) the Executive’s violation of or disregard for any rule or procedure or policy of the Company or any of its Affiliates, or any other reasonable basis for Company dissatisfaction with the Executive, including for reasons such as lack of capacity or diligence, failure to conform to usual standards of conduct, or other culpable or inappropriate behavior. For the avoidance of doubt, the above Section 4(a)(v) does not apply to determining the Executive’s eligibility for Severance Benefits or to any other provision of this Agreement unless corrected by other than Section 3(d)(i), nor does it apply to any other agreement to which the Executive within sixty is a party. Further, Cause shall not exist hereunder, in the case of (60i) days or (ii) above, unless the Company has provided the Executive with written notice of the Company’s written notification event(s) alleged to constitute Cause thereunder and, if such event(s) are susceptible to cure, a 15 day period to cure following the receipt of such notice in which the Executive of has failed to cure such breach. In the event of such termination, the Company shall make no payments to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreementevent(s).

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured or continues sixty twenty (6020) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty twenty (6020) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make have no payments obligation to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreementthereunder.

By the Company for Cause. The Company Board may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such the Cause, provided that the Executive has an opportunity, with the benefit of legal counsel, to be heard by the Board (which opportunity may occur by telephone or videoconference). For purposes of this Agreement, “Cause” shall be limited tomean the occurrence of any of the following: (i) the Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is failure to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct comply with regard to the Company or any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO Company’s Chief Executive Officer or the Board Board, or its designee within gross negligence in the scope performance of the Executive’s duties hereunder which refusal or failure remains uncured or continues sixty (60) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related responsibilities to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (viii) the Executive’s material breach or violation of those provisions of this Agreement setting forth or any other written agreement between the Executive and the Company or any of its Affiliates; (iii) the Executive’s obligations with respect indictment for, or plea of nolo contendere to, a felony or other crime involving moral turpitude that causes or could reasonably be expected to confidentialitycause material harm to the business interests or reputation of the Company or any of its Affiliates; (iv) fraud, non-competition theft, embezzlement or other intentional misconduct by the Executive that is or could reasonably be expected to be materially harmful to the business interests or reputation of the Company or any of its Affiliates; and/or, solely for purposes of Section 3(d)(i) of this Agreement (and non-solicitation; not the Award or any other agreement to which the Executive is a party), (viiv) (A) the Executive’s performance (or nonperformance) of his duties and responsibilities to the Company or any of its Affiliates in a manner deemed by the Company to be in any way unsatisfactory, (B) the Executive’s breach of this Agreement or any other material provision of this Agreement unless corrected by agreement between the Executive within sixty (60) days of the Company’s written notification to the Executive of such breach. In the event of such termination, and the Company shall make no payments to the Executive under this Agreement other than provision or any of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and its Affiliates, or (C) the Executive’s agreements thereunder and violation of or disregard for any rule or procedure or policy of the Company or any of its Affiliates, or any other reasonable basis for Company dissatisfaction with the Executive, including for reasons such as lack of capacity or diligence, failure to conform to usual standards of conduct, or other culpable or inappropriate behavior; provided, however, Cause shall not be governed by this Agreementexist hereunder, in the case of (i) or (ii) above, unless the Company has provided the Executive with written notice of the event(s) alleged to constitute Cause thereunder and, if such event(s) are susceptible to cure, a 10 day period to cure following the receipt of such notice in which the Executive has failed to cure such event(s).

By the Company for Cause. The Company may terminate discharge the Executive’s employment hereunder Executive for Cause at any time upon and thereby terminate the Executive’s term of service. Such discharge shall be effected by written notice (the “Discharge Notice”) to the Executive setting forth in reasonable detail which shall specify the nature of such Causereasons for the Executive’s discharge and the effective date thereof. For purposes of this AgreementAs used herein, the term for “Cause” shall be limited tomean: (i) Executive’s indictmentthe Executive‘s willful violation of specific written directions from the Board, charge the CEO or conviction ofthe COO (which directions must not be inconsistent with the provisions of this Agreement); (ii) the Executive‘s indictment for, entering a plea of guilty or nolo contendere, or plea of nolo contendere toagreeing to a civil penalty or entering into a consent decree, in connection with (A) a felony any criminal act or (B) any other crime involving fraud banking or material financial securities law violation related to the Company; (iii) the Executive’s having committed an act of disloyalty, dishonesty or breach of trust relating to the Company; (Civ) any other crime the engaging by the Executive in misconduct involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwiseturpitude; (iiv) Executive’s gross negligence or the willful misconduct with regard engaging by the Executive in conduct that, in the judgment of the Board, is injurious to the Company or any of its Affiliatesdirect or indirect subsidiaries, which or has or threatens to have a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured or continues sixty (60) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; Beneficiaries (vas defined in Section 7(c) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consenthereof); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s extended absences without permission or his failure to work on a full-time basis (other than any such failure resulting from the Executive’s disability as described in Section 5(b) hereof); (vii) the Executive’s charging of improper expenses to the Company; (viii) the breach or violation of those provisions any provision of this Agreement setting forth Agreement, including, but not limited to, the Executive’s obligations with respect to confidentiality, non-solicitation, non-competition and non-solicitation; or (vii) disparagement provisions set forth in Sections 7 and 8 hereof. Upon termination of the Executive’s breach employment for Cause pursuant to this Section 5(c), this Agreement and all benefits hereunder shall terminate, except (a) that such discharge and termination shall not affect any vested rights that the Executive may have at the time of discharge and termination pursuant to any insurance or other death benefit, bonus, retirement, severance pay or stock award plans or arrangements of the Company or any subsidiary, or any stock option plan or any options granted thereunder, or any other material provision of this Agreement unless corrected by the Executive within sixty (60) days of the Company’s written notification employee benefit program which rights shall continue to the Executive of such breach. In the event of such termination, the Company shall make no payments to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms provisions of the Company’s equity incentive such plans and the Executive’s agreements thereunder arrangements, and shall not be governed by this Agreement(b) as otherwise provided in Section 7 hereof (collectively, “Vested Benefits”).

By the Company for Cause. The Company may terminate the Executive’s 's employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s 's indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s 's gross negligence or willful misconduct with regard to the Company or any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s 's refusal or willful failure to substantially perform his the duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured or continues sixty thirty (6030) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s 's theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his the employment by the Company or his breach of any of his the obligations to a former employer in connection with his the employment by the Company (e.g., his the disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty thirty (6030) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make have no payments obligation to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreementthereunder.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this AgreementThe following, “Cause” as determined by the Board, shall be limited toconstitute Cause for termination: (i) the Executive’s indictmentfailure to perform (other than by reason of disability), charge or conviction his material negligence in the performance of, his duties and responsibilities to the Company or plea any of nolo contendere toits Subsidiaries which remains uncured or recurs after ten (10) days’ notice from the Company specifying in reasonable detail the nature of such failure or negligence; (ii) the Executive’s breach of a fiduciary duty owed to the Company or any of the Xxxxxxx Group, including without limitation any breach or violation of Section 7, 8 or 9 of this Agreement; (Aiii) a felony or (B) material breach by the Executive of any other crime involving fraud provision of this Agreement or material financial dishonesty or (C) of any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect agreement with the Company or any of its Affiliates; provided that, whether that effect is if subject to economicscure in the reasonable judgment of the Board, to reputation such breach has remained uncured or otherwisehas recurred after ten (10) business days’ notice from the Company specifying in reasonable detail the nature of such breach; (iiiv) Executive’s gross negligence fraud, embezzlement or willful misconduct other dishonesty with regard respect to the Company or any of its Affiliates, which provided that, with respect to such other dishonesty, the dishonesty is not de minimis and has a material an adverse impact effect on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured or continues sixty (60) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any one of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his employment by the Company being arrested or his breach of any of his obligations to charged with a former employer in connection felony or with his employment by the Company (e.g., his disclosure another crime involving moral turpitude; or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of if any other material provision of this Agreement unless corrected by the Executive within sixty (60) days restatement of the Company’s written notification audited financial statements shall occur or the Company’s auditors shall require an adjustment to current year financials then being audited, which would result in a greater than 10% decrease to the Executive of such breach. In the event of such termination, the Company shall make no payments to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms Company’s EBITDA for any fiscal year and would also require a waiver or amendment of the Company’s equity incentive plans credit agreement with its senior lenders; provided, however, that no such restatement or adjustment shall be Cause hereunder to the extent that it (A) pertains to or results from Company business conducted prior to the Start Date, (B) pertains to or results from a change in accounting standards or methods either required to be adopted by the Company under generally accepted accounting principles or voluntarily adopted by the Company under generally accepted accounting principles or (C) is determined by the Board, in the exercise of its sole discretion, not to constitute Cause hereunder and so acknowledged by the Board in writing to the Executive’s agreements thereunder and shall not be governed by this Agreement.

By the Company for Cause. (i) The Company may shall have the right, before the expiration of the term of this Agreement, to terminate the Executive’s 's employment hereunder and to discharge Executive for Cause at any time cause (hereinafter "Cause"), and all compensation to Executive shall cease to accrue upon notice to the discharge of Executive setting forth in reasonable detail the nature of such for Cause. For the purposes of this Agreement, “the term "Cause” " shall be limited to: mean (ia) Executive’s indictment's conviction of a felony; (b) the alcoholism or drug addiction of Executive which impairs his ability to perform his duties in the determination of the Chief Executive Officer; (c) the continued and willful failure by Executive to substantially and materially perform his material duties hereunder or the refusal or failure by Employee to adhere to the Company's employment policies, charge including, without limitation, policies regarding sexual harassment, discrimination or conviction ofthe federal and state securities laws, after a reasonable notice and an opportunity to cure same if such refusal or plea failure may be cured; (d) an act or acts of nolo contendere topersonal dishonesty by Executive intended to result in personal enrichment of Executive at the expense of the Company, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation their subsidiaries or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company affiliates or any of its Affiliates, which has a other material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured or continues sixty (60) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions Executive's fiduciary duty owed to the Company, Broker Dealer Subsidiary or any of this Agreement setting forth their subsidiaries or affiliates; (e) any grossly negligent act or omission or any willful and deliberate misconduct by Executive that results, or is likely to result, in material economic, or other harm, to the Executive’s obligations with respect to confidentialityCompany, non-competition and non-solicitationBroker Dealer Subsidiary or any of their subsidiaries or affiliates; (f) an action taken by a governmental, regulatory body or self regulatory organization that substantially impairs the Executive from performing his duties; or (viig) refusal by Executive to assist the Executive’s breach Company, at the request of the Board of Directors, in any investigation or other material provision of this Agreement unless corrected proceeding (whether formal or informal) which is commenced by the Executive within sixty (60) days Board of the Company’s written notification to the Executive of such breach. In the event of such terminationDirectors, the Company shall make no payments to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreementor any governmental, regulatory body or self regulatory organization.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder this Agreement for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Causetime. For the purposes of this Agreement, “Cause” shall be limited tomean any of the following: (i) Executive’s indictmenttheft, charge dishonesty, fraudulent misconduct, unauthorized disclosure of trade secrets, gross dereliction of duty or conviction of, or plea other grave misconduct on the part of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude the Executive that might be reasonably expected to, or does, materially adversely affect is substantially injurious to the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwiseCompany; (ii) the Executive’s gross negligence willful act or willful misconduct with regard to omission that he knew would have the Company effect of materially injuring the reputation, business or any prospects of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwisethe Company; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal conviction of a felony, as evidenced by a binding and final judgment, order or failure remains uncured or continues sixty (60) days after written notice from the CEO or the Board which references the potential for decree of a “for Cause” termination and specifies in reasonable detail the nature court of the refusal or willful failure which must be curedcompetent jurisdiction; (iv) the Executive’s theft, fraud or any material act consent to an order of financial dishonesty related to the Company or any Securities and Exchange Commission for the Executive’s violation of its Affiliatesthe federal securities laws; (v) the Executive’s repeated and demonstrated failure by the Executive to disclose any legal impediments perform material duties in a competent and efficient manner which failure is not due to his employment by the Company illness or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf disability of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the BoardExecutive; (vi) a petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver was appointed by a court for the property of, the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s failure to file timely (including extensions) federal or state income tax returns that the Executive or his spouse is required by law to file (such as personal returns and returns for trusts or entities of which the Executive or his spouse is trustee, controlling or general partner or member, or managing member) and to pay related taxes; (viii) the occurrence of improprieties involving the financial statements of the Company in which the Executive was directly or indirectly involved in committing the impropriety; (ix) the Executive’s commission of material violations of codes of conduct of the Company applicable to the Executive; or (x) the Executive’s material breach of any other material provision of this Agreement unless corrected by his obligations under the Loyalty Agreement. Notwithstanding the foregoing, the Executive within sixty (60) days of the Company’s written notification shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive (A) a copy of such breach. In a resolution, duly adopted by the event affirmative vote of such termination, not less than a majority of the entire membership of the Board of Directors of the Company shall make no payments (excluding the Executive) at a meeting of the Board of Directors called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board of Directors), finding that in the good faith opinion of the Board of Directors conduct of the Executive met one of the standards set forth in any of clauses (i) through (x) of the preceding sentence and specifying the particulars thereof and (B) an affidavit sworn to by the Secretary of the Company stating that such resolution was in fact adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors (excluding the Executive). If the Company terminates this Agreement for Cause, then the Executive shall forfeit his right to any and all benefits (other than vested fringe benefits) he would otherwise have been entitled to receive under this Agreement other than provision of Final Compensation. Any equity in the Company held by Agreement, except that whether the Executive on the Date of Termination hereunder shall forfeits vested equity compensation benefits will be governed by determined in accordance with the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by applicable to such equity compensation benefits rather than this Agreement.

By the Company for Cause. The Company Board may terminate the Executive’s 's employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such the Cause, provided that the Executive has an opportunity, with the benefit of legal counsel, to be heard by the Board (which opportunity may occur by telephone or videoconference). For purposes of this Agreement, “"Cause” " shall be limited tomean the occurrence of any of the following, as determined by the Board in its reasonable judgment: (i) the Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is 's failure to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct comply with regard to the Company or any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO Company's Chief Executive Officer or the Board Board, or its designee within gross negligence in the scope performance of the Executive’s 's duties hereunder which refusal or failure remains uncured or continues sixty (60) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related responsibilities to the Company or any of its Affiliates; (vii) the failure Executive's material breach of this Agreement or any other written agreement between the Executive and the Company or any of its Affiliates; (iii) the Executive's indictment for, or plea of nolo contendere to, a felony or other crime involving moral turpitude that causes or could reasonably be expected to cause material harm to the business interests or reputation of the Company or any of its Affiliates; (iv) fraud, theft, embezzlement or other intentional misconduct by the Executive that is or could reasonably be expected to disclose be materially harmful to the business interests or reputation of the Company or any legal impediments of its Affiliates; and/or, solely for purposes of the application of the non-competition provision in Section 3(d)(i) of this Agreement: (v) (A) the Executive's performance (or nonperformance) of his duties and responsibilities to his employment the Company or any of its Affiliates in a manner deemed by the Company or his to be in any way unsatisfactory, (B) the Executive's breach of this Agreement or any other agreement between the Executive and the Company or any of his obligations to a former employer in connection with his employment by its Affiliates, or (C) the Company (e.g., his disclosure Executive's violation of or use of proprietary confidential information of a former employer on behalf disregard for any rule or procedure or policy of the Company without such former employer’s consent); provided that Executive has been provided with written notification of or any of such failure its Affiliates, or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) other reasonable basis for Company dissatisfaction with the Executive’s breach , including for reasons such as lack of capacity or violation diligence, failure to conform to usual standards of those provisions conduct, or other culpable or inappropriate behavior. For the avoidance of this Agreement setting forth doubt, the above Section 4(a)(v) does not apply to determining the Executive’s obligations with respect 's eligibility for Severance Benefits or to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by other than Section 3(d)(i), nor does it apply to any other agreement to which the Executive within sixty is a party. Further, Cause shall not exist hereunder, in the case of (60i) days or (ii) above, unless the Company has provided the Executive with written notice of the Company’s written notification event(s) alleged to constitute Cause thereunder and, if such event(s) are susceptible to cure, a 15 day period to cure following the receipt of such notice in which the Executive of has failed to cure such breach. In the event of such termination, the Company shall make no payments to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreementevent(s).

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes The following events or conditions shall constitute “Cause” for termination: (i) the willful and continued failure of the Executive to perform substantially his duties and responsibilities for the Company (other than any such failure resulting from Executive’s death or Disability) after a written demand by the Board for substantial performance is delivered to the Executive by the Company, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties and responsibilities, which willful and continued failure is not cured by the Executive within thirty (30) days of his receipt of such written demand; (ii) the material breach by the Executive of any material provision of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) if such breach results in a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect adverse effect on the Company or any of its Affiliates, whether that effect Subsidiaries and if the breach is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured or continues sixty (60) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure not cured by the Executive to disclose any legal impediments to his employment by the Company or his breach of any within thirty (30) days of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any receipt of such failure or breach and has been given five written demand therefore (5) days to present any mitigatingfor the avoidance of doubt, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions Section 8.1, 8.3 and 8.5 of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s shall be considered an immediate material breach of any other a material provision of this Agreement unless corrected and not subject to the foregoing notice or cure provisions); (iii) the commission of fraud, embezzlement or theft by the Executive; (iv) the conviction of the Executive of, or plea by the Executive within sixty (60) days of nolo contendre to, any felony or any other crime involving dishonesty or moral turpitude. Upon the giving of notice of termination of the CompanyExecutive’s written notification to the Executive of such breach. In the event of such terminationemployment hereunder for Cause, the Company shall make have no payments further obligation or liability to the Executive under this Agreement hereunder, other than provision for payment of Final Compensationany Base Salary earned but unpaid through the Date of Termination. Any equity in Without limiting the Company held by generality of the foregoing, the Executive on shall not be entitled to receive any Discretionary Bonus amounts which have not been paid prior to the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreementfor Cause or following a Material Adverse Event.

By the Company for Cause. The employment of Executive may be terminated by the Company may terminate the Executive’s employment hereunder for Cause (as defined below) at any time upon by giving written notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured or continues sixty (60) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies shall specify in reasonable detail the nature of the refusal facts and circumstances that the Company believes gives rise to the basis for the “Cause” termination. For purposes hereof, the term “Cause” shall mean the occurrence of any one or willful failure which must be curedmore of the following: (a) Executive shall have been indicted for, or convicted of, or shall have pleaded guilty or nolo contendere to, any felony, or any crime (other than a felony) that involves fraud or other moral turpitude; (ivb) Executive shall have failed, neglected or refused, either due to willful action or inaction or as a result of gross neglect, to substantially, materially and properly perform Executive’s theftduties and responsibilities to the Company under this Agreement (other than as a result of Disability) that, fraud if capable of being cured, has not been cured within thirty (30) days after written notice is delivered to Executive by the Parent Board or Bank Board, or a representative thereof, as applicable, which notice specifies in reasonable detail the manner in which the Company believes Executive has not substantially performed his duties and responsibilities and the manner in which a cure may be effected. If in the good faith determination of the applicable Board, such failure, neglect or refusal is not capable of being cured, then no such 30-day notice is required to be given; (c) Executive shall have failed, neglected or refused, either due to willful action or inaction or as a result of gross neglect, to carry out, to the extent of his reasonable control, the reasonable and lawful instructions of the Parent Board or the Bank Board (other than as a result of Disability), which instructions are consistent with Executive's position as Chief Executive Officer and President and Executive’s duties and responsibilities under this Agreement, which failure, neglect or refusal shall not have been corrected or suitably supported by Executive within thirty (30) business days following written notice from the Parent Board or Bank Board, or a representative thereof, as 7 applicable, of such failure, neglect or refusal; (d) Executive shall have materially breached any provision of Section 14 or Section 15 of this Agreement; (e) Executive shall have committed, or participated in or authorized, any fraud, embezzlement, misappropriation of funds or other assets, material misrepresentation (including, without limitation, any material representation of the information contained in Executive’s resume or application for employment), breach of fiduciary duty or other act of financial dishonesty related dishonesty, in each case against or otherwise involving the Company or its businesses and assets; (f) Executive shall have engaged in any conduct resulting in a substantial loss or harm to the Company or substantial damage or harm to the reputation of the Company, unless the conduct in question was undertaken in good faith on an informed basis, with due care and with a rational business purpose, and based upon the honest belief that such conduct was in the best interest of the Company; (g) Provided that counsel to the Company or any lawfully convened Board did not advise or instruct Executive that it was lawful to agree to or participate in the conduct that is the subject of its Affiliatesany such action, Executive shall have been found liable in any SEC or other civil or criminal securities law action or received or entered into any cease and desist order with respect to such action (regardless of whether or not Executive admits or denies liability); (vh) the failure Executive (i) obstructs or impedes, (ii) endeavors to influence, obstruct or impede, or (iii) fails to materially cooperate with, any investigation authorized by the Parent Board or the Bank Board, or (unless the Parent Board otherwise directs) any governmental or self-regulatory entity (an “Investigation”); provided, however, that Executive’s failure to waive the attorney-client privilege relating to communications with Executive’s own attorney or with Company counsel in connection with an Investigation shall not constitute “Cause” hereunder; (i) Executive to disclose removes, conceals, destroys, purposely withholds, alters or by any legal impediments to his employment other means falsifies any material that is requested in connection with an Investigation; (j) Executive is disqualified, barred, ordered or otherwise required by any governmental or self-regulatory authority from serving as an officer or director of the Company or his breach of Executive loses any of his obligations governmental or self-regulatory license that is reasonably necessary for Executive to a former employer in connection with his employment by perform Executive’s duties and responsibilities to the Company under this Agreement, if the disqualification, bar or loss continues for more than thirty (e.g.30) days. While any disqualification, his disclosure bar or use of proprietary confidential information of a former employer loss continues during Executive’s employment during such thirty (30) day period, Executive will serve in the capacity contemplated by this Agreement to whatever extent legally permissible and, if such employment is not permissible, Executive will be placed on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five leave (5) days to present any mitigating, corrective or clarifying information which will be paid to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitationextent legally permissible); or (viik) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty (60) days of violates the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make no payments to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreement.(i) workplace violence policy or (ii)

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, including but not limited to its Immediate Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his her duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure failure, in either case, remains uncured or continues sixty after twenty (6020) days after days’ written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his her employment by the Company or his her breach of any of his her obligations to a former employer in connection with his her employment by the Company (e.g., his her disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach the foregoing and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty twenty (6020) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make have no payments obligation to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company Parent held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s LLC Agreement, the applicable equity incentive plans plan and the Executive’s any applicable unit certification, agreements thereunder and shall not be governed by this Agreementother requirements.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictmentindictment for, charge being charged with or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might would be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, including but not limited to its Immediate Affiliates, which has a material adverse impact on the Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure in either case remains uncured or continues sixty after twenty (6020) days after days’ written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; , (v) the failure by the Executive to disclose any material legal impediments to his employment by the Company or his material breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach the foregoing and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; or (vi) the Executive’s material breach or violation of those provisions of this Agreement Agreement, including those setting forth the Executive’s obligations with respect to confidentiality, non-competition competition, and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement solicitation unless corrected by the Executive within sixty twenty (6020) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make have no payments obligation to the Executive under this Agreement other than provision of Final Compensation. Any equity Compensation (which, other than business expenses described in 14(g)(iv) and the Company held by the Executive on the Date of Termination hereunder shall be governed by employee benefits payable pursuant to the terms of the Company’s equity incentive plans and applicable Employee Benefit Plans, shall be paid to the Executive’s agreements thereunder and shall not be governed by this AgreementExecutive within sixty (60) days following the Date of Termination).

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (CB) any other felony or crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect effect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, including but not limited to its Sports Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure in either case remains uncured or continues sixty after twenty (6020) days after days’ written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by any representations or warranties of the Executive under this Agreement that there is no legal impediment to disclose any legal impediments to his employment by the Company or his employment, no disclosure of third party confidential information and no breach of any of his obligations to existing employment agreement prove false in a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent)material respect; provided that Executive has been provided with written notification of any of such failure or breach the foregoing and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach of a fiduciary duty owed to the Company or any of its Affiliates, including but not limited to any breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty twenty (6020) days of the Company’s written notification to the Executive of such breachbreach or (viii) any restatement of the Company’s audited financial statements shall occur or the Company’s auditors shall require an adjustment to current year financials then being audited, which would result in a greater than 10% decrease to the Company’s EBITDA for any fiscal year and would also require a waiver or amendment of the Company’s credit agreement with its senior lenders; provided, however, that no such reinstatement or adjustment shall be Cause hereunder to the extent that it pertains or results from the business of the Company and its pre-Closing Affiliates conducted prior to the Closing Date; and further provided that no such reinstatement or adjustment shall be Cause hereunder unless the necessity for such restatement or adjustment originated from the Executive’s acts or omissions and the Executive knew or reasonably should have known that said acts or omissions could result in, or otherwise necessitate, such a restatement or adjustment. In the event of such termination, the Company shall make have no payments obligation to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company LLC held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans Unit Certificate, the Plan and the Executive’s agreements thereunder and shall not be governed by this LLC Agreement, as applicable.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (CB) any other felony or crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect effect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, including but not limited to its Sports Affiliates, which has a material adverse impact on the Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure in either case remains uncured or continues sixty after twenty (6020) days after days’ written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by any representations or warranties of the Executive under this Agreement that there is no legal impediment to disclose any legal impediments to his employment by the Company or his employment, no disclosure of third party confidential information and no breach of any of his obligations to existing employment agreement prove false in a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent)material respect; provided that Executive has been provided with written notification of any of such failure or breach the foregoing and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach of a fiduciary duty owed to the Company or any of its Affiliates, including but not limited to any breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty twenty (6020) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make have no payments obligation to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company LLC held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans Unit Certificate, the Plan and the Executive’s agreements thereunder and LLC Agreement, as applicable. The definition of “Cause” set forth in this Section 5(c) shall not be governed by this Agreementsupersede the definition of “Cause” in the 2006 Equity Incentive Plan if the 2006 Equity Incentive Plan expressly provides for such supersession.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful gross misconduct with regard to the Company or any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured or continues or recurs after sixty (60) days after written days’ notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty (60) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make no payments to the Executive under this Agreement other than provision of Final Compensation, which will be paid no later than 10 days after the Date of Termination. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreement.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his her duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured or continues or recurs after sixty (60) days after written days’ notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his her employment by the Company or his her breach of any of his her obligations to a former employer in connection with his her employment by the Company (e.g., his her disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitationConfidentiality Agreement; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty (60) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make no payments to the Executive under this Agreement other than provision of Final Compensation, which will be paid no later than 10 days after the Date of Termination. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreement.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) the Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) the Executive’s gross negligence or willful gross misconduct with regard to the Company or any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured uncured, continues or continues recurs after sixty (60) days after written days’ notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty (60) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make have no payments obligation to the Executive under this Agreement other than provision of Final Compensation. Any As in the case of any termination hereunder, unless otherwise expressly provided in the applicable termination provision of this Section 4, any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreementthere under.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictmentindictment for, charge being charged with or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might would be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, including but not limited to its Immediate Affiliates, which has a material adverse impact on the Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure in either case remains uncured or continues sixty after twenty (6020) days after days’ written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; , (v) the failure by the Executive to disclose any material legal impediments to his employment by the Company or his material breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach the foregoing and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; or (vi) the Executive’s material breach or violation of those provisions of this Agreement Agreement, including those setting forth the Executive’s obligations with respect to confidentiality, non-competition competition, and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement , unless corrected by the Executive within sixty twenty (6020) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make have no payments obligation to the Executive under this Agreement other than provision of Final Compensation. Any equity Compensation (which, other than business expenses described in 14(g)(iv) and the Company held by the Executive on the Date of Termination hereunder shall be governed by employee benefits payable pursuant to the terms of the Company’s equity incentive plans and applicable Employee Benefit Plans, shall be paid to the Executive’s agreements thereunder and shall not be governed by this AgreementExecutive within sixty (60) days following the Date of Termination).

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured or continues or recurs after sixty (60) days after written days’ notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s 's theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty (60) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make no payments to the Executive under this Agreement other than provision of Final Compensation, which will be paid no later than 10 days after the Date of Termination. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreement.

By the Company for Cause. The Company may shall terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting setting, forth in reasonable detail the nature of such Cause. For purposes of this Agreement, The following events or conditions shall constitute “Cause” shall be limited tofor termination: (i) the Executive’s indictment, charge or conviction ofwillful failure to perform (other than by reason of disability), or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard in the performance of his/her duties to the Company or any of its Affiliates, which has Affiliates and the continuation of such failure or negligence for a material adverse impact on Company or any period of its Affiliates, whether economic or to reputation or otherwise; ten (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured or continues sixty (6010) days after written notice thereof to the Executive; (ii) the Executive’s willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the CEO after the Executive has received a written demand of performance from the CEO or that specifically sets forth the Board which references factual basis for the potential determination and the continuance of such failure for a “for Cause” termination and specifies in reasonable detail the nature period of the refusal or willful failure which must be curedten (10) days after receiving such notice; (iviii) Executive’s theftthe commission of fraud, fraud embezzlement or any material act of financial dishonesty related theft by the Executive with respect to the Company or any of its Affiliates; (viv) the failure conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude; (v) any material breach of the Executive’s fiduciary duties to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure an Affiliate as an employee or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent)officer; provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or a material violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty (60) days of the Company’s Code of Ethical Standards, Business Practices and Conduct, any other violation of Company policies or this Agreement and continuation of such violation for a period of ten (10) days after written notification notice thereof to the Executive. Anything to the contrary in this Agreement notwithstanding, upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunder, other than for Base Salary earned but unpaid through the date of such breachtermination. In Without limiting the event generality of such terminationthe foregoing, the Company shall make no payments to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreemententitled to receive any Bonus amounts which have not been paid prior to the date of termination.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his the duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured or continues sixty thirty (6030) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s 's theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his the employment by the Company or his breach of any of his the obligations to a former employer in connection with his the employment by the Company (e.g., his the disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty thirty (6030) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make no payments to the Executive under this Agreement other than provision of Final Compensation, which will be paid no later than March 15th of the year following the Termination Year. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreement.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his the duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured or continues sixty thirty (6030) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his the employment by the Company or his breach of any of his the obligations to a former employer in connection with his the employment by the Company (e.g., his the disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty thirty (6030) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make no payments to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreement.

By the Company for Cause. (i) The Company may shall have the right, before the expiration of the term of this Agreement, to terminate the Executive’s 's employment hereunder and to discharge Executive for Cause at any time cause (hereinafter "Cause"), and all compensation to Executive shall cease to accrue upon notice to the discharge of Executive setting forth in reasonable detail the nature of such for Cause. For the purposes of this Agreement, “the term "Cause” " shall be limited to: mean (ia) Executive’s indictment's conviction of a felony; (b) the alcoholism or drug addiction of Executive which impairs her ability to perform her duties in the determination of the Chief Executive Officer; (c) the continued and willful failure by Executive to substantially and materially perform her material duties hereunder or the refusal or failure by Employee to adhere to the Company's employment policies, charge including, without limitation, policies regarding sexual harassment, discrimination or conviction ofthe federal and state securities laws, after a reasonable notice and an opportunity to cure same if such refusal or plea failure may be cured; (d) an act or acts of nolo contendere topersonal dishonesty by Executive intended to result in personal enrichment of Executive at the expense of the Company, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect the Company or any of its Affiliates, whether that effect is to economics, to reputation their subsidiaries or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company affiliates or any of its Affiliates, which has a other material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure remains uncured or continues sixty (60) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions Executive's fiduciary duty owed to the Company, Broker Dealer Subsidiary or any of this Agreement setting forth their subsidiaries or affiliates; (e) any grossly negligent act or omission or any willful and deliberate misconduct by Executive that results, or is likely to result, in material economic, or other harm, to the Executive’s obligations with respect to confidentialityCompany, non-competition and non-solicitationBroker Dealer Subsidiary or any of their subsidiaries or affiliates; (f) an action taken by a governmental, regulatory body or self regulatory organization that substantially impairs the Executive from performing her duties; or (viig) refusal by Executive to assist the Executive’s breach Company, at the request of the Board of Directors, in any investigation or other material provision of this Agreement unless corrected proceeding (whether formal or informal) which is commenced by the Executive within sixty (60) days Board of the Company’s written notification to the Executive of such breach. In the event of such terminationDirectors, the Company shall make no payments to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreementor any governmental, regulatory body or self regulatory organization.

By the Company for Cause. The Company may suspend or terminate the Executive’s employment hereunder for Cause at any time upon notice to of the Executive setting forth in reasonable detail for "Cause" (defined below). Following termination of employment of the nature of such Executive for Cause. For purposes of , the Company shall have no further obligations under this Agreement. "Cause" shall be determined in the Company's sole discretion, “Cause” and shall include but not be limited to: (i1) Executive’s indictment, charge dishonesty or other acts that adversely affect the Company; (2) a violation of the Company's policies or practices that justifies immediate termination; (3) arrest or conviction of, or (including a plea of "no contest" or nolo contendere to, (Acontendere) of a felony or (B) of any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude turpitude, embezzlement, misappropriation, fraud or misrepresentation (whether or not related to the Executive's employment with the Company); (4) the commission by the Executive of any act that might could reasonably be reasonably expected toto injure the reputation, business, or does, materially adversely affect business relationships of the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwiseCompany; (ii5) Executive’s gross negligence or willful misconduct with regard to the Company or any material breach of its Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwisethis Agreement; (iii6) Executive’s failure or refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of lawful, job-related instruction issued by the Company's CEO or the Board XXXX or its designee within the scope Audit Committees of the Executive’s duties hereunder which refusal Boards of Directors; (7) use, possession, or failure remains uncured being under the influence of illegal drugs on Company premises or continues sixty at any Company-related event; (60) days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature 8) misappropriation of the refusal Company's assets, theft, or willful failure which must be curedembezzlement; (iv9) Executive’s theft, fraud continued and excessive absences or any material act tardiness (not including authorized leaves of financial dishonesty related to absence under the Family and Medical Leave Act or absences that are a result of a reasonable accommodation offered by the Company or any of its Affiliatesunder the ADA); (v10) the providing false or misleading information on Employment Application, or other Company-related documentation; (11) failure by the Executive to disclose any legal impediments to his employment cooperate in an internal investigation conducted by the Company or his its representatives; (12) a violation of the Company's Code of Ethics; (13) breach of fiduciary duties and responsibilities as Chief Compliance Officer; and (14) the Executive's willful and knowing violation of any rules or regulations of his obligations any governmental or regulatory body, which is reasonably likely to a former employer in connection with his employment by be materially injurious to the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf interest of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty (60) days affiliate of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make no payments to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreement.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B) any other crime involving fraud or material financial dishonesty or (C) any other crime involving moral turpitude that might be reasonably expected to, or does, materially adversely affect effect the Company or any of its Affiliates, whether that effect is to economics, to reputation or otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, including but not limited to its Immediate Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board or its designee within the scope of the Executive’s duties hereunder which refusal or failure in either case remains uncured or continues sixty after twenty (6020) days after days’ written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., his disclosure or use of proprietary confidential information of a former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of any of such failure or breach the foregoing and has been given five (5) days to present any mitigating, corrective or clarifying information to the CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within sixty twenty (6020) days of the Company’s written notification to the Executive of such breach. In the event of such termination, the Company shall make have no payments obligation to the Executive under this Agreement other than provision of Final Compensation. Any equity in the Company LLC held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans Unit Certificate, the Plan and the Executive’s agreements thereunder and shall not be governed by this LLC Agreement, as applicable.