Common use of Cause Clause in Contracts

Cause. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes hereofof this Agreement, a termination by “Cause” shall mean (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for "Cause" shall mean termination substantial performance is delivered to the Executive by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and held upon at least 15 days' prior written notice demonstrably injurious to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreementaffiliates, or (iii) willful refusal the conviction of a felony or continuing failure to attempt, without proper cause and, other than entry of a guilty or nolo contendere plea by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to performwith respect thereto, or failure to attempt to perform such duties and which during such thirty day period such refusal (iv) a material breach of Sections 5(a) or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions 5(b) of this Agreement. Action For purposes of this provision, no act or inaction by failure to act on the part of the Executive shall not be considered "“willful" ” unless done it is done, or omitted to be done, by him intentionally and the Executive in bad faith or without his reasonable belief that his action the Executive’s act or inaction omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessspecifying the particulars thereof in detail.

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a termination conviction of, a plea of nolo contendere, a guilty plea or confession by the Company for "Cause" shall mean termination Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by action of at least two-thirds of the members Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying Executive’s habitual drunkenness or use of illegal substances, each as determined in the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions discretion of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured EDGEN; (v) the material breach by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action ; or inaction by (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall not be considered "willful" unless done or omitted by him intentionally and without receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his reasonable belief that his action or inaction was in the best interests receipt of the CompanyTermination Notice to cure the breach specified therein, and if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall not include failure have the right to act by reason of total or partial incapacity due to physical or mental illnesscure any such breach only one (1) time in any twelve (12) month period.

Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes hereofof this Agreement, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds mean: (i) the willful and continued failure of the members Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors or the Chief Executive Officer of the Company at a meeting duly called and held upon at least 15 days' prior written notice to which specifically identifies the manner in which the Board or Chief Executive specifying Officer believes that the particulars of Executive has not substantially performed the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjectsduties, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other the willful misconduct engaging by the Executive in respect illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of his obligations under this Agreementprovision, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, no act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act, on the part of the Executive. "Cause" , shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done it is done, or omitted to be done, by him intentionally and the Executive in bad faith or without his reasonable belief that his the Executive's action or inaction omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three- quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.specifying the particulars thereof in detail. (c)

Cause. For purposes hereof, a termination Immediately upon written notice by the Company to the Executive of a termination for "Cause" . “Cause” shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's ’s conviction of any (or a plea of guilty or nolo contendere to) a felony (whether or not involving the Company or any of its subsidiaries) crime involving moral turpitude which subjectsturpitude, dishonesty, fraud, theft or if generally known, would subject, the Company financial impropriety; or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud a determination by a majority of the Board in good faith that Executive has (A) willfully and continuously failed to perform substantially the Executive’s duties (other than any such failure resulting from the Executive’s Disability or other willful misconduct incapacity due to bodily injury or physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board that specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, (B) engaged in respect illegal conduct, an act of his obligations under this Agreementdishonesty or gross misconduct, in each case which is in the course of the Executive’s employment and materially injurious to the Company, or (iiiC) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions willfully violated a material requirement of the Board Company’s code of Directors following thirty days' prior written notice conduct or the Executive’s fiduciary duty to Executive of his refusal to perform, the Company. No act or failure to attempt act on the part of the Executive shall be considered “willful” unless it is done, or omitted to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured be done, by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally in bad faith and without his reasonable belief that his the Executive’s action or inaction omission was in in, or not opposed to, the best interests of the Company. Notwithstanding the foregoing, and Cause shall not include failure to any act by reason or omission of total which the Audit Committee of the Board (or partial incapacity due to physical the full Board) has had actual knowledge of all material facts related thereto for at least 90 days without asserting that the act or mental illnessomission constitutes Cause.

Cause. For purposes hereof“Cause” shall mean (i) a willful act of personal dishonesty taken by the Employee in connection with his responsibilities as an employee and intended to result in substantial personal enrichment of the Employee, (ii) Employee being convicted of, or pleading nolo contendere to, a termination felony that is materially and demonstrably injurious to the Company, and (iii) following delivery to the Employee of a written demand for performance from the Company which describes the basis for the Company’s reasonable belief that the Employee has not substantially performed his duties, continued violations by the Company for "Cause" shall mean termination by action of at least two-thirds Employee of the members Employee’s obligations to the Company which are demonstrably willful and deliberate on the Employee’s part. For the purposes of this Section 5(a), no act or failure to act shall be considered “willful” unless done or omitted to be done in bad faith and without reasonable belief that the act or omission was in or not opposed to the best interests of the Company. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board of Directors of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done or omitted to be done in good faith and in the best interests of the Company. Notwithstanding anything herein to the contrary, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board of Directors of the Company at a meeting duly of the Board called and held upon at least 15 days' prior written for the purpose (after reasonable notice to Executive specifying the particulars of Employee and an opportunity for the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his Employee with Employee’s counsel were entitled to be present and given reasonable opportunity to be heardheard before the Board) because of (i) Executive's conviction of any felony (whether or not involving finding that in the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions good faith opinion of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Employee was properly terminated for Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.

Cause. The Company may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a termination conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting the Company for "Cause" shall mean termination and/or Parent; (iii) the willful failure by action of at least two-thirds the Executive to follow the directions of the members Board of Directors or the Chief Executive Officer; (iv) the Executive’s habitual drunkenness as determined in the reasonable discretion of the Board of Directors or use of illegal substances; (v) the material breach by the Executive of this Agreement or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of the Company and/or Parent which the Board of Directors of the Company at in its reasonable discretion deems to be good and sufficient cause; provided, that the Executive shall receive a meeting duly called Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof and held upon at least 15 days' prior written notice to the Executive specifying shall have the particulars thirty (30) days following his receipt of the action or inaction alleged Termination Notice to constitute "Cause" (and at which meeting Executive and cure the breach specified therein prior to his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessemployment being terminated for Cause pursuant thereto.

Cause. The Company shall have the right to terminate Executive's employment for Cause. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held CEO upon at least 15 days' days prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i1) Executive's conviction of, or plea of guilty or nolo contendere to, any felony (whether or not involving the Company or any other member of its subsidiariesthe Company Group, as defined below) or any other crime involving moral turpitude which subjects, or if generally known, would subject, any member of the Company or any of its subsidiaries Group to public ridicule or embarrassment, (ii2) fraud or other willful misconduct by Executive in respect of his Executive's obligations under this Agreement, or (iii3) Executive’s continued willful refusal or continuing and intentional failure to attempt, without proper cause and, other than by reason of illness, to follow substantially comply with the lawful directions reasonable mandates of the Board of Directors following thirty days' prior CEO commensurate with his/her position after a written notice demand for substantial compliance is delivered to Executive of his refusal to performhim/her by the CEO, or failure to attempt to perform such duties which demand specifically identifies the mandate(s) with which the CEO believes he/she has not substantially complied, and which during such thirty day period such refusal or failure to attempt is not cured substantially corrected by the Executivehim/her within 10 days after receipt of such demand. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act have failed to substantially comply if (I) he/she fails to so comply by reason of total or partial incapacity due to physical or mental illnessillness or (II) the requested action is illegal. For the avoidance of doubt, Executive shall not be subject to termination for Cause if Executive acts or refrains from acting: (1) in reliance upon and in accordance with a resolution duly adopted by the Board of Directors of Genesis Healthcare, Inc. (the “Board”); (2) in reliance upon and in accordance with the advice of outside counsel to the Company; or (3) in the good faith reasonable belief that an action is in the best interests of the Company (or in the case of refraining from taking an action, that such action is not in the best interests of the Company), provided, however, that the Executive may not act or refrain from acting in reliance upon this Clause (3) where the CEO has issued a written demand specifically directing the Executive to take or refrain from taking a specified action.

Cause. For purposes hereof, a termination by the Company for "Cause" shall mean termination on account of (A) the willful and continued failure by action Executive to substantially perform Executive's duties with Bank (other than any such failure resulting from Executive's incapacity due to physical or mental illness or Disability or any failure after the issuance of at least two-thirds a Notice of Termination by Executive for Good Reason) which failure is demonstrably and materially damaging to the financial condition or reputation of Bank and/or its affiliates, and which failure continues more than three (3) business days after a written demand for substantial performance is delivered to Executive by the Board, which demand specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties or (B) the willful engaging by Executive in conduct which is demonstrably and materially injurious to Bank or its affiliates, monetarily or otherwise. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of the members resolution duly adopted by the affirmative vote of not less than a majority in number of the entire membership of the Board of Directors of the Company (excluding Executive if Executive is then a Director) at a meeting duly called and held upon at least 15 days' prior written of the Board (after reasonable notice to Executive and an opportunity for Executive, together with Executive’s counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, Executive was guilty of conduct set forth above in this Section 4(f)(ii) and specifying the particulars thereof in detail. For purposes of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjectsthis Section, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, no act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction act by Executive shall not be considered "“willful" ” unless done it is done, or omitted by him intentionally to be done, in bad faith and without his reasonable belief that his Executive’s action or inaction omission was in the best interests of the CompanyBank. Any act, and shall not include or failure to act act, based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by reason Executive in good faith and in the best interests of total or partial incapacity due to physical or mental illnessthe Bank.

Cause. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because on account of (iA) the willful and continued failure by Executive to substantially perform Executive's conviction of any felony duties with Bank (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or any such failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the resulting from Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial 's incapacity due to physical or mental illnessillness or Disability or any failure after the issuance of a Notice of Termination by Executive for Good Reason) which failure is demonstrably and materially damaging to the financial condition or reputation of Bank and/or its affiliates, and which failure continues more than 48 hours after a written demand for substantial performance is delivered to Executive by the Board, which demand specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive's duties or (B) the willful engaging by Executive in conduct which is demonstrably and materially injurious to Bank or its affiliates, monetarily or otherwise. No act, or failure to act, on Executive's part shall be deemed "willful" unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive's action or omission was in the best interest of Bank. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of the resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board (after reasonable notice to Executive and an opportunity for Executive, together with Executive's counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, Executive was guilty of conduct set forth above in this Section 4(f)(ii) and specifying the particulars thereof in detail.

Cause. The Company may terminate Executive’s employment during the Employment Period either with or without Cause. For purposes hereofof this Agreement, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's ’s continued intentional failure or refusal to materially abide by the terms and conditions of this Agreement or perform substantially Executive’s assigned duties (other than as a result of total or partial mental or physical incapacity); (ii) Executive’s engagement in willful misconduct, including without limitation, fraud, embezzlement, theft or dishonesty, in the course of Executive’s employment with the Company; (iii) Executive’s conviction of, or plea of any guilty or nolo contendere to a felony or a crime (whether other than a felony) that involves moral turpitude or not involving a breach of trust or fiduciary duty owed to the Company or any of its subsidiariesaffiliates; (iv) involving moral turpitude which subjectsa material breach of the restrictive covenants in this Agreement; or (v) a material breach of the Company’s Code of Conduct or another policy of the Company applicable to Executive, that does, or if generally knowncould reasonably be expected to, would subjectresult in material harm to the Company, including reputational harm; provided that no act or failure to act, on the Company part of Executive, will be considered “willful” or any of its subsidiaries “intentional” unless it is done, or omitted to public ridicule or embarrassmentbe done, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, bad faith or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his Executive’s action or inaction omission was in the best interests of the Company and its affiliates or if done based on the direction of the Board or on advice of counsel to the Company. If an action or omission constituting Cause is curable, and shall Executive may be terminated under such clauses only if Executive has not include failure to act by reason of total cured such action or partial incapacity due to physical or mental illnessomission within thirty (30) days following written notice thereof from the Company.

Cause. The Company may at any time terminate the Executive's employment under this Agreement for Cause. For purposes hereofof this Agreement, "Cause" means: (i) the willful and continued failure by the Executive to substantially perform his duties under this Agreement (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or from the termination of this Agreement by the Executive for Good Reason), after a termination demand for substantial performance is delivered to the Executive by the Company specifically identifying the manner in which the Company believes the Executive has not substantially performed his duties, and the Executive shall have failed to resume substantial performance of such duties within thirty (30) days of receiving such demand, (ii) the willful engaging by the Executive in criminal conduct (including embezzlement and criminal fraud) which is demonstrably and materially injurious to the Company, monetarily or otherwise, or (iii) the conviction of the Executive of a felony (other than a traffic violation) or the conviction of the Executive of a misdemeanor which impairs the Executive's ability substantially to perform his duties with the Company. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding anything herein to the contrary, the Executive shall not be deemed to have been terminated for "Cause" Cause unless and until there shall mean termination have been delivered to the Executive a copy of a resolution, duly adopted by action the affirmative vote of at least two-thirds not less than a majority of the members of the Board of Directors of then in office (other than the Company Executive) at a meeting duly of the Board called and held upon at least 15 days' prior written for such purpose (after reasonable notice to the Executive specifying and an opportunity for him, together with his counsel, to be heard before the particulars Board), finding that in the good faith opinion of the action or inaction alleged to constitute "Cause" (and at which meeting Board the Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because was guilty of conduct set forth in clause (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment), (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt), without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Companyabove, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessspecifying the particulars thereon in detail.

Cause. The Company may Terminate the Employment of the Executive during the Employment Period for Cause. For purposes hereofof this Agreement, a termination “Cause” shall mean (i) repeated violations by the Company for "Cause" shall mean termination by action of at least two-thirds Executive of the members Executive’s obligations under Section 3(a) of this Agreement (other than as a result of incapacity due to physical or mental illness) which are demonstrably willful and deliberate on the Board of Directors Executive’s part, which are committed in bad faith or without reasonable belief that such violations are in the best interests of the Company at and which are not remedied in a meeting duly called and held upon at least 15 days' prior reasonable period of time after receipt of written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving from the Company specifying such violations or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions conviction of the Board of Directors following thirty days' prior written notice to Executive of his refusal to performa felony involving moral turpitude. For purposes of this Section 4(b), no act, or failure to attempt act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured be done, by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action in bad faith or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his the Executive’s action or inaction omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company or based upon the advice of counsel for the Company (or any act which the Executive omits to do because of the Executive’s reasonable belief that such act would violate law or the Company’s standards of ethical conduct in its corporate policies) shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (excluding the Executive, if the Executive is a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive committed the conduct described in Section 4(b)(i) or 4(b)(ii), and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessspecifying the particulars thereof in detail.

Cause. For purposes hereof, a termination by “Cause” means (i) the Executive’s willful conduct that is demonstrably and materially injurious to the Company or an Affiliate, monetarily or otherwise; (ii) the Executive’s breach of a covenant set forth in Section 3; (iii) the Executive’s breach of the Executive’s fiduciary duties to the Company or an Affiliate that is demonstrably and materially injurious to the Company or an Affiliate, monetarily or otherwise; (iv) the Executive’s conviction of any crime (or entering a plea of guilty or nolo contendere to any crime) constituting a felony; (v) the Executive’s entering into an agreement or consent decree or being the subject of any regulatory order that in any of such cases prohibits the Executive from serving as an officer or director of a company that has publicly traded securities or (vi) willful and continuous nonperformance, lack of performance of or refusal to perform a reasonable order, policy or rule of the Board or the Company involving a material issue concerning the Company after written notice delivered to the Executive describing with specificity the elements of the nonperformance, lack of performance or refusal to perform and the relevant order, policy or rule, and the failure of the Executive to have cured such nonperformance, lack of performance or refusal to perform within thirty (30) days following receipt of such written notice. A termination of the Executive shall not be for "“Cause" shall mean termination ” unless the decision to terminate the Executive is set forth in a resolution of the Board to that effect and which specifies the particulars thereof and that is approved by action of at least two-thirds a majority of the members of the Board of Directors (exclusive of the Company Executive if the Executive is a member of the Board) adopted at a meeting duly called and held upon at least 15 days' prior written for such purpose (after reasonable notice to the Executive specifying and an opportunity for the particulars Executive to be heard before the Board). No act or failure to act by the Executive will be deemed “willful” if it was done or omitted to be done by the Executive in good faith or with a reasonable belief on the part of the Executive that the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction omission was in the best interests interest of the Company, and shall not include Company or an Affiliate. Any act or failure to act by reason the Executive based upon authority given pursuant to a resolution duly adopted by the Board or based on the advice of total counsel to the Company shall be conclusively presumed to be done or partial incapacity due omitted to physical or mental illnessbe done by the Executive in good faith and in the best interest of the Company and its Affiliates.

Cause. The Company may terminate the Executive's employment under this Agreement for Cause. For purposes hereofof this Agreement, a termination by the Company for term "Cause" shall mean (i) the willful and continued failure by the Executive to substantially perform his duties under this Agreement (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or from the termination of this Agreement by the Executive for Good Reason), after a demand for substantial performance is delivered to the Executive by the Company specifically identifying the manner in which the Company believes the Executive has not substantially performed his duties, and the Executive shall have failed to resume substantial performance of such duties within thirty (30) days of receiving such demand, (ii) the willful engaging by the Executive in criminal conduct (including embezzlement and criminal fraud) which is demonstrably and materially injurious to the Company, monetarily or otherwise, or (iii) the conviction of the Executive of a felony or the conviction of the Executive of a misdemeanor which impairs the Executive's ability substantially to perform his duties with the Company. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of at least two-thirds the Company. Notwithstanding anything herein to the contrary, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the members of the Board of Directors of then in office (other than the Company Executive) at a meeting duly of the Board called and held upon at least 15 days' prior written for such purpose (after reasonable notice to the Executive specifying and an opportunity for him, together with his counsel, to be heard before the particulars Board), finding that in the good faith opinion of the action or inaction alleged to constitute "Cause" (and at which meeting Board the Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because was guilty of conduct set forth in clause (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment), (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt), without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Companyabove, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessspecifying the particulars thereon in detail.

Cause. For purposes hereofDuring the Period of Employment, a termination by the Company for "Cause" shall mean means termination upon (i) the willful and continued failure by action of at least two-thirds of the members of Employee to perform substantially his duties with the Board of Directors Company (other than any such failure resulting from the Employee's incapacity due to physical or mental illness) after a demand for a substantial performance is delivered to the Employee by the Chief Executive Officer of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying ("CEO") which specifically identifies the particulars of manner in which the action or inaction alleged to constitute "Cause" (and at which meeting Executive and CEO believes that the Employee has not substantially performed his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjectsduties, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other the willful misconduct engaging by Executive the Employee in respect illegal conduct which is materially and demonstrably injurious to the Company. For purposes of his obligations under this AgreementSection 2(a), or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to performno act, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act, on the Executive. "Cause" part of the Employee shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done done, or omitted to be done, by him intentionally the Employee in bad faith and without his reasonable belief that his the Employee's action or inaction omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company. Notwithstanding the foregoing, and the Employee shall not include failure be deemed to act have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by reason the affirmative vote of total not less than three quarters of the entire membership of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Employee and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Employee was guilty of the conduct set forth above in (i) or partial incapacity due to physical or mental illness(ii) of this Section 2(a) and specifying the particulars thereof in detail.

Cause. EDGEN may, at any time, terminate the Executive’s employment for Cause (as herein defined). For purposes hereof, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of mean: (i) Executive's (A) a conviction of, a plea of nolo contendere, a guilty plea or the admission (in court) by the Executive to an act of fraud, misappropriation or embezzlement or to a felony or (B) any felony (whether or not involving the Company or any act of its subsidiaries) involving moral turpitude which subjectsfraud, or if generally knownembezzlement or theft by the Executive, would subjectin each case, in connection with the Company Executive’s duties hereunder or any in the course of its subsidiaries to public ridicule the Executive’s employment hereunder, in each case, against or embarrassment, affecting the Company; (ii) fraud or other the willful misconduct failure by the Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of DirectorsBoard, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include Agreement (other than any such failure to act by reason of total or partial resulting from incapacity due to physical or mental illness) after a written demand for compliance is delivered to the Executive by EDGEN which specifically identifies the manner in which the Board believes that the Executive has not complied and the Executive is given a reasonable opportunity of not more than twenty business days to cure any such failure; (iii) the Executive’s habitual drunkenness or use of illegal substances; (iv) the material breach by the Executive of this Agreement (other than any such failure resulting from incapacity due to physical or mental illness); or (v) gross neglect or gross or willful misconduct that relates to the affairs of EDGEN, which results in material harm to the financial condition or reputation of EDGEN. For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of EDGEN. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by EDGEN, including, without limitation, the Board, or based upon the advice of counsel for EDGEN, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of EDGEN. If the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (iv) and/or (v) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of the Board prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month period.

Cause. For purposes hereofThe Bank may terminate the Executive’s employment for Cause (a “Termination for Cause”) at any time after notice to the Executive setting forth in reasonable detail the nature of the Cause and after an opportunity for the Executive, a termination together with his counsel, to be heard before the Board of Directors. The following, as determined by the Company Board of Directors in its reasonable judgment, shall constitute Cause for "Cause" shall mean termination by action of at least employment: (i) the Executive’s deliberate dishonesty with respect to the Bank or any subsidiary or affiliate thereof; or (ii) conviction of a crime related to banking activity or moral turpitude; or (iii) gross and willful failure to perform (other than on account of a medically determinable disability which renders the Executive incapable of performing such services) a substantial portion of the Executive’s duties and responsibilities as an officer of the Bank, which failure continues for more than thirty (30) days after written notice given to the Executive pursuant to a two-thirds (2/3) vote of all of the members of the Board of Directors then in office, such vote to set forth in reasonable detail the nature of such failure; or (iv) the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying willful engaging by the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect illegal or gross misconduct which is materially and demonstrably injurious to the Bank or the Company. For purposes of his obligations under this Agreementprovision, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, no act or failure to attempt act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured be done, by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action in bad faith or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his the Executive’s action or inaction omission was in the best interests of the CompanyBank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or a senior officer of the Bank, or based upon the advice of counsel for the Bank, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Bank. Notwithstanding the foregoing, the Executive shall not include failure be deemed to act have been discharged for “Cause” unless and until there shall have been delivered to him a copy of a certification by reason the Clerk of total or partial incapacity due the Bank that two-thirds (2/3) of the entire Board of Directors found in good faith that the Executive was guilty of conduct which is deemed to physical or mental illnessbe Cause. In the event of a Termination for Cause, the Bank shall have no further obligation to the Executive, except as provided for in Section 6.2 of this Agreement.

Cause. The Company may terminate Executive's employment hereunder for Cause. For purposes hereofof this Agreement, a termination the Company shall have "Cause" to terminate Executive's employment hereunder upon: (A) the willful and continued failure by Executive to perform substantially his duties consistent with this Agreement (other than any such failure resulting from Executive's incapacity due to physical or mental illness) after notice demanding substantial performance is delivered by the Company for "Cause" shall mean termination by action of at least two-thirds of to Executive specifically identifying the members of the Board of Directors of manner in which the Company at a meeting duly called believes Executive has not substantially performed his duties and held upon at least 15 days' prior written notice to Executive specifying has not cured such demands within 30 days after receipt of such notice; (B) the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct engaging by Executive in respect misconduct which is injurious to the Company, monetarily or otherwise; (C) the willful violation by Executive of his obligations under this Agreementthe provisions of Paragraphs 5, 6, or 7; (iiiD) willful the willful, persistent failure or refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, Executive to follow reasonable policies, standards, directives, or orders established by the lawful directions Company; or (E) the conviction of the Board of Directors following thirty days' prior written notice to or guilty plea by Executive of his refusal to performa crime of moral turpitude or other felony including without limitation fraud, theft, or embezzlement. For purposes of this Subparagraph 9(c), no act, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the act, on Executive. "Cause" 's part shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted to be done by him intentionally not in good faith and without his reasonable belief that his action or inaction omission was in the best interests interest of the Company. Notwithstanding the foregoing, and Executive shall not include failure be deemed to act have been terminated for Cause unless and until there shall have been delivered to Executive a copy of a resolution, duly adopted by reason the affirmative vote of total not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for such purposes (after reasonable notice to Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct set forth above in clause (A), (B), (C), (D), or partial incapacity due to physical or mental illness(E) of this subparagraph.

Cause. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of only the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of following: (i) the Executive's conviction of any felony (whether death or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, Disability; (ii) fraud the willful and continued failure by the Executive to substantially perform his duties hereunder (other than such failure resulting from the Executive's incapacity due to physical or other willful misconduct mental illness) after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes the Executive in respect of has not substantially performed his obligations under this Agreement, or her duties; (iii) willful refusal or continuing failure misconduct by the Executive which is materially injurious to attempt, without proper cause and, other than by reason the Company; (iv) conviction of illness, to follow a felony under the lawful directions laws of the Board State of Directors following thirty days' prior written notice to Executive California; (v) habitual drunkenness by the Executive; or (vi) a willful, material breach of his refusal to performthis Agreement by the Executive. For purposes of this Agreement, no act, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act, on the Executive. "Cause" 's part shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done done, or omitted to be done, by him intentionally the Executive in bad faith and without his a reasonable belief that his such action or inaction omission by the Executive was in the best interests of the Company. Notwithstanding anything to the contrary in the foregoing, no termination or other action shall be considered to be for Cause under this Agreement unless (x) the Executive first shall have received at least 30 days written notice setting forth the reasons for the Company's intention to terminate or take other action and shall have been provided an opportunity to appear, accompanied by counsel, and be heard before the Board of Directors; (y) after such appearance before the Board, the Board of Directors shall have duly adopted by a majority of the Directors of the Company then in office, and shall not include failure have provided to act by reason the Executive a certified resolution finding that in the good faith opinion of total such Directors the Executive was guilty of conduct constituting Cause, as set forth above, and specifying the particulars thereof in detail; and (z) the Executive shall have failed to cure or partial incapacity due to physical or mental illnessremedy the event constituting Cause within 30 days after the Executive's receipt of such certified resolution from the Board of Directors.

Cause. For purposes hereof, a termination by the Company for "The term “Cause" ” shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (iA) Executive's conviction of any felony (whether or not involving ’s willful and continued failure to substantially perform Executive’s duties to the Company or any of its subsidiaries) involving moral turpitude which subjects, Subsidiaries or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, Affiliates (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include as a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason result of total or partial incapacity due to physical or mental illnessillness or as a result of Executive resigning as Chief Executive Officer of Apria) which failure has continued for a period of at least 20 days following delivery to Executive of written demand by the Company or any of its Subsidiaries or Affiliates specifying the manner in which Executive has willfully failed to so perform; (B) Advisor’s engagement in fraud or willful dishonesty (other than dishonesty that has no material detrimental impact on the reputation or business of the Company and its Affiliates); (C) any act on the part of Executive that constitutes a felony (other than traffic offenses), or its equivalent under applicable non-U.S. law (provided that if Executive’s employment is terminated for “Cause” as a result of any such act, but is not convicted in respect of, and does not plead guilty or nolo contendere to, the applicable conduct before a court of competent jurisdiction, then the Company shall have the burden of establishing by clear and convincing evidence that such conduct occurred and could reasonably be expected to have a material detrimental impact on the reputation or business of the Company and its Affiliates (and the failure to so satisfy such burden shall result in the termination of Executive’s employment being without Cause) or (D) Executive’s material breach of the provisions of Appendix A hereto; provided, further, that “Cause” shall cease to exist for an event on the 90th day following the later of its occurrence or the knowledge thereof by a majority of the Board, unless the Company or any of its Subsidiaries or Affiliates has given Executive written notice thereof prior to such date. A termination of Executive shall not be deemed with Cause unless and until there shall have been delivered to Executive a copy of a finding duly approved by a majority of the entire membership of the Board (not including Executive), concluding that, in the good faith opinion of such majority, Executive has engaged in the conduct described in one or more of the clauses above, specifying the particulars thereof in reasonable detail and demonstrating that no cure by Executive was effected following giving Executive 20 days to cure the negative impact of such conduct after written notice by the Company or any of its Subsidiaries or Affiliates to Executive of such conduct, or, in the Board’s good faith reasonable judgment, no cure was possible.

Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes hereofof this Agreement, a termination “Cause” shall mean that the Company, acting in good faith based upon the information then known to the Company, determines that the Executive has (i) engaged in or committed willful misconduct; (ii) engaged in or committed theft, fraud or other illegal conduct; (iii) refused or demonstrated an unwillingness to substantially perform his duties after written demand for substantial performance is delivered by the Company for "Cause" shall mean termination by action that specifically identifies the manner in which the Company believes the Executive has not substantially performed his duties; (iv) refused or demonstrated an unwillingness to reasonably cooperate in good faith with any Company or government investigation or provide testimony therein (other than such failure resulting from the Executive’s disability); (v) engaged in or committed insubordination; (vi) engaged in or committed any willful act that is likely to and which does in fact have the effect of at least two-thirds injuring the reputation or business of the members Company; (vii) violated any fiduciary duty; (viii) violated Executive’s duty of loyalty to the Company; (ix) violated the Company’s Code of Ethical Business Conduct; (x) used alcohol or drugs (other than drugs prescribed to the Executive by a physician and used by the Executive for their intended purpose for which they had been prescribed) in a manner which materially and repeatedly interferes with the performance of his duties hereunder or which has the effect of materially injuring the reputation or business of the Board Company; or (xi) engaged in or committed a breach of Directors any term of this Agreement. For purposes of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of above clauses (i) Executive's conviction and (vi) of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjectsthis Section 3(d), or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to performno act, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act, on the Executive. "Cause" ’s part shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" willful unless done or omitted to be done, by him intentionally and without his reasonable belief that his action or inaction omission was in the best interests interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause without delivery to the Executive of a notice of termination signed by the Company’s Chief Executive Officer stating that, in the good faith opinion of the officer signing such notice, the Executive has engaged in or committed conduct of the nature described above in the second sentence of this Section 3(d), and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessspecifying the particulars thereof.

Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause. For purposes hereofof this Agreement, a termination by the Company for "term “Cause" ” shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of mean: (i) the willful and continued failure of the Executive to perform substantially the Executive's conviction of any felony (whether or not involving ’s duties with the Company or any of its subsidiaries) involving moral turpitude which subjectsas set forth in Section 2.1.2, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, “Duties,” (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or any such failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions resulting from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board, accompanied by a resolution adopted by the vote of two-thirds (2/3) of the entire Board, excluding the Executive, at a meeting of the Board held for such purpose, which resolution specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties and Executive has not cured any such failure to perform within ten (10) business days of such demand; (ii) material violation of any of the Company’s policies; (iii) breach by the Executive of his obligations under this Agreement; or (iv) if the Executive is formally charged with material illegal criminal conduct by a governmental body or regulatory authority, which can reasonably be expected to harm the Company, or has engaged in gross misconduct that is materially injurious to the Company as reasonably determined by a resolution adopted by the vote of three-fourths (3/4) of the entire Board at a meeting of the Board held for such purpose, which resolution specifically identifies the alleged illegal conduct or gross misconduct. For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith. The vote of the Board on the resolutions contemplated in (i) and (iv) of this Section 3.2 will not be taken until after written notice of not less than five (5) business days to the Executive of the meeting and an opportunity for Executive to be heard before the Board at such meeting.

Cause. The Employer may terminate the Employee's employment under this Agreement for Cause. For purposes hereofof this Agreement, a termination by the Company for Employer shall have "Cause" shall mean termination by action of at least two-thirds of to terminate the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) ExecutiveEmployee's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations employment under this Agreement, or Agreement upon (iiia) the willful refusal or continuing and continued failure by the Employee to attempt, without proper cause and, substantially perform his duties under this Agreement (other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or any such failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions resulting from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial Employee's incapacity due to physical or mental illness) after demand for substantial performance is delivered by the Employer, in writing, specifically identifying the manner in which the Employer believes the Employee has not substantially performed his duties and the Employee fails to perform as required within 15 days after such demand is made, (b) the willful engaging by the Employee in criminal misconduct (including embezzlement and criminal fraud) which is materially injurious to the Employer, monetarily or otherwise or (c) the conviction of the Employee of a felony. For purposes of this paragraph, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Employer. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (other than the Employee) at a meeting of the Board called and held for such purpose (after reasonable written notice to the Employee and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Employee was guilty of conduct set forth above in clause (a), (b) or (c), and specifying the particulars thereof in detail.

Cause. The Employer may terminate the Executive’s employment during the Employment Period for Cause. For purposes hereofof this Agreement, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) a material breach by the Executive of the Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his ’s obligations under this Agreement, or Paragraph 2 above (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason as a result of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial temporary incapacity due to physical or mental illness, or Disability) which is demonstrably willful and deliberate on the Executive’s part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Employer and which is not remedied in a reasonable period of time after receipt of written notice from the Employer specifying such breach; (ii) the conviction of the Executive of a capital felony; or (iii) a material breach of the Executive’s fiduciary duty to the Employer or a willful and deliberate violation in the course of performing his duties for the Employer of relevant laws, rules or regulations (other than traffic violations or other minor offenses) which causes substantial loss, material damage or significant injury to the property or reputation of the Company. (No act or failure to act on the Executive’s part shall be considered willful unless done or omitted in bad faith and without reasonable belief that the action or omission was in the best interest of the Employer.) Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered a copy of a resolution duly adopted by the affirmative vote of at least eighty percent (80%) of the membership of the Board (deemed to not include Executive should he be a member of the Board as of such time) at a meeting of the Board called and held for such purpose (after reasonable notice and an opportunity to be remedied and cured as provided herein and/or to be heard by the Board), finding that, in the good faith opinion of the Board, Executive was culpable of the act or omission giving rise to Cause and specifying the particulars in detail. For the avoidance of doubt, Executive shall be provided a reasonable period of time to remedy or cure the matters identified by Employer as constituting Cause, as provided herein, before any resolution alleging Cause on the part of Executive is considered by the Board for adoption.

Cause. For purposes hereofThe Trust shall have the right to terminate Executive's employment at any time upon delivery of written notice of termination for Cause (as defined below) to Executive (which notice shall specify in reasonable detail the basis upon which such termination is made), a termination such employment to terminate immediately upon delivery of such notice unless otherwise specified by the Company for "Cause" shall mean termination by action Board of at least two-thirds Trustees of the members Trust if a majority of the Board of Directors Trustees (other than Executive) determines that Executive: (i) has misappropriated, stolen or embezzled funds or property from the Trust or an affiliate of the Company at Trust or secured or attempted to secure personally any profit in connection with any transaction entered into on behalf of the Trust or any affiliate of the Trust, (ii) has been convicted of a meeting duly called and held upon at least 15 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 Trust's (or any affiliate of the Trust) business, customer or supplier relations, financial condition or prospects, (iii) has, notwithstanding not less than 30 days' prior written notice from the Board of Trustees, willfully and persistently failed to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" perform (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illnessillness or temporary disability, to follow the lawful directions regardless of whether such temporary disability is or becomes total Disability, or by reason of vacation or approved leave of absence) his material duties hereunder, or (iv) has willfully violated or breached any provision of this Agreement, any material law or regulation or any written policy or code of business conduct or ethics of the Board Trust to the material detriment of Directors following thirty days' prior written notice to Executive the Trust or any affiliate of his refusal to performthe Trust or its business. For purposes of this provision, no act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act, on the part of the Executive. "Cause" , shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done it is done, or omitted to be done, by him intentionally and the Executive in bad faith or without his reasonable belief that his action or inaction omission was in the best interests of the CompanyTrust. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Trust shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Trust. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the membership of the Board (the Executive shall not be counted for the purpose of determining a majority of the membership of the Board if he is a Trustee at the time of such vote) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive was guilty of the conduct set forth in clause (i), (ii), (iii) or (iv) hereof, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessspecifying the particulars thereof in detail.

Cause. The Company shall have the right to terminate Executive's employment for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes hereofof this Agreement, a termination by the Company for shall have "Cause" shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of terminate Executive's employment hereunder upon: (i) Executive's conviction of, or plea of guilty or no contest to: (A) any felony or other criminal offense that could result in imprisonment of at least 1 year or (whether B) a crime involving fraud, theft, misappropriation, dishonesty or not involving embezzlement under either federal or state law; (ii) Executive's dishonesty in communications to the Board, any member of the Board or any other superior officer or superior employee he is required to report to in the course of fulfilling Executive's material employment duties; (iii) Executive's proven commission of intentional or grossly negligent acts that materially impair the goodwill or business of the Company or cause material damage to its property, goodwill or business; or (iv) Executive's willful failure to perform Executive's employment duties in any material respect (other than as a result of its subsidiaries) Executive's short term disability or medical emergency involving moral turpitude which subjectsa member of Executive's immediate family, or if generally known, would subject, as the result of any Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of approved leave). If the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his has reasonable belief that his action or inaction was in the best interests Executive has committed any of the Companyacts described above, and it may suspend Executive (with pay) while it investigates whether it has or could have Cause to terminate Executive. The Company may terminate Executive for Cause prior to the completion of its investigation; provided, that, if it is ultimately determined that Executive has not committed an act which would constitute Cause, Executive, at the option of the Board, shall not include failure to act by reason be reinstated effective as of total the date of suspension or partial incapacity due to physical or mental illnessshall be treated as if he were terminated without Cause.

Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes hereofof this Agreement, a termination “Cause” shall mean that the Company, acting in good faith based upon the information then known to the Company, determines that the Executive has (i) engaged in or committed willful misconduct; (ii) engaged in or committed theft, fraud or other illegal conduct; (iii) refused or demonstrated an unwillingness to substantially perform her duties after written demand for substantial performance is delivered by the Company for "Cause" shall mean termination by action that specifically identifies the manner in which the Company believes the Executive has not substantially performed her duties; (iv) refused or demonstrated an unwillingness to reasonably cooperate in good faith with any Company or government investigation or provide testimony therein (other than such failure resulting from the Executive’s disability); (v) engaged in or committed insubordination; (vi) engaged in or committed any willful act that is likely to and which does in fact have the effect of at least two-thirds injuring the reputation or business of the members Company; (vii) violated any fiduciary duty; (viii) violated Executive’s duty of loyalty to the Company; (ix) violated the Company’s Code of Ethical Business Conduct; (x) used alcohol or drugs (other than drugs prescribed to the Executive by a physician and used by the Executive for their intended purpose for which they had been prescribed) in a manner which materially and repeatedly interferes with the performance of her duties hereunder or which has the effect of materially injuring the reputation or business of the Board Company; or (xi) engaged in or committed a breach of Directors any term of this Agreement. For purposes of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of above clauses (i) Executive's conviction and (vi) of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjectsthis Section 3(d), or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to performno act, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act, on the Executive’s part shall be considered willful unless done or omitted to be done, by her without reasonable belief that her action or omission was in the best interest of the Company. "Cause" shall not include a bona fide disagreement over a corporate policyNotwithstanding the foregoing, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted deemed to have been terminated for Cause without delivery to the Executive of a notice of termination signed by him intentionally and without his reasonable belief that his action or inaction was the Company’s Chief Executive Officer stating that, in the best interests good faith opinion of the Companyofficer signing such notice, the Executive has engaged in or committed conduct of the nature described above in the second sentence of this Section 3(d), and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessspecifying the particulars thereof.

Cause. For purposes hereofof this Agreement, a termination by the Company for shall have "Cause" shall mean termination by action of at least two-thirds of to terminate the members of Executive's employment only if the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether has willfully engaged in illegal conduct or not involving gross misconduct which is materially and demonstrably injurious to the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassmentCompany, (ii) fraud has engaged in fraud, misappropriation, embezzlement or any other willful misconduct by act or acts of dishonesty resulting or intended to result directly or indirectly in a substantial gain or personal enrichment to the Executive in respect at the expense of his obligations under this Agreementthe Company, or (iii) willful refusal has willfully and continually failed substantially to perform his or continuing failure to attempt, without proper cause and, her duties with the Company (other than a failure resulting from the Executive's incapacity due to physical or mental illness), which failure has continued for a period of at least 30 days after a written notice of demand for substantial performance has been delivered to the Executive specifying in reasonable detail the manner in which the Executive has failed to substantially perform. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution (x) duly adopted by reason three-quarters (3/4) of illnessthe entire membership of the Committee, or of the Board, at a meeting called and held for such purpose after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to follow be heard before the lawful directions Committee or the Board, as the case may be, and (y) finding that in the good faith opinion of the Board Committee or the Board, as the case may be, the Executive was guilty of Directors following thirty days' prior written notice to Executive conduct described in the first sentence of his refusal to performthis Section 2(d) and specifying the particulars of such conduct in detail. For purposes of this provision, no act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act, on the part of the Executive. "Cause" , shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done it is done, or omitted to be done, by him intentionally and the Executive in bad faith or without his reasonable belief that his the Executive's action or inaction omission was in the best interests of the Company. Any act, and shall not include or failure to act act, based upon authority given pursuant to a resolution duly adopted by reason the Board, or, for any Executive other than the Chief Executive Officer of total the Company, upon the instructions of the Chief Executive Officer of the Company, or partial incapacity due based upon the advice of counsel for the Company, shall be conclusively presumed to physical be done, or mental illnessomitted to be done, by the Executive in good faith and in the best interests of the Company.

Cause. For purposes hereofSubject to the notification provisions of Section 7(f) below, a termination Executive’s employment hereunder may be terminated by the Company for "Cause" . For purposes of this Agreement, the term “Cause” shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice be limited to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (ii) the willful refusal of Executive to attempt to follow the proper written direction of the Board or a more senior officer of the Company, provided that the foregoing refusal shall not be “Cause” if Executive in respect of his obligations under this Agreementgood faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board or the more senior officer (whichever is applicable); (iii) substantial and continuing willful refusal or continuing failure by Executive to attempt, without proper cause and, attempt to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Executive by reason of illness, to follow the lawful directions Board or a more senior officer of the Board Company which specifically identifies the manner in which it is believed that Executive has substantially and continually refused to attempt to perform his duties hereunder; or (iv) Executive being convicted of Directors following thirty days' prior written notice to Executive a felony (other than a felony involving a traffic violation or as a result of his refusal to performvicarious liability). For purposes of this paragraph, no act, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the act, on Executive. "Cause" ’s part shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "“willful" ” unless done or omitted to be done, by him intentionally not in good faith and without his reasonable belief that his action or inaction omission was in the best interests of the Company. A notice by the Company of a non-renewal of the Employment Term pursuant to Section 1 hereof shall be deemed an involuntary termination of Executive by the Company without Cause as of the end of the then Employment Term, but Executive may terminate at any time after the receipt of such notice and shall not include failure to act by reason be treated as if he was terminated without Cause as of total or partial incapacity due to physical or mental illnesssuch date.

Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes hereofof this Agreement, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds mean: (i) the willful and continued failure of the members Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors or the Chief Executive Officer of the Company at a meeting duly called and held upon at least 15 days' prior written notice to which specifically identifies the manner in which the Board or Chief Executive specifying Officer believes that the particulars of Executive has not substantially performed the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjectsduties, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other the willful misconduct engaging by the Executive in respect illegal conduct which is materially and demonstrably injurious to the Company. For purposes of his obligations under this Agreementprovision, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, no act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act, on the part of the Executive. "Cause" , shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done it is done, or omitted to be done, by him intentionally and the Executive in bad faith or without his reasonable belief that his the Executive's action or inaction omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.specifying the particulars thereof in detail. (c)

Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes hereofof this Agreement, a termination by the Company for term "Cause" shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of mean: (i) the willful and continued failure of the Executive to perform substantially the Executive's conviction of any felony (whether or not involving duties with the Company or any of its subsidiaries) involving moral turpitude which subjectsas set forth in Section 2.1.2, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, "Duties," (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or any such failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions resulting from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board, accompanied by a resolution adopted by the vote of two-thirds (2/3) of the entire Board, excluding the Executive, at a meeting of the Board held for such purpose, which resolution specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive's duties and Executive has not cured any such failure to perform within thirty (30) business days of such demand; (ii) material violation of any of the Company's policies; (iii) breach by the Executive of his obligations under this Agreement; or (iv) if the Executive is charged with illegal conduct by a governmental body or regulatory authority, or has engaged in gross misconduct that is materially injurious to the Company as determined by a resolution adopted by the vote of three-fourths (3/4) of the entire Board, excluding the Executive, at a meeting of the Board held for such purpose, which resolution specifically identifies the alleged illegal conduct or gross misconduct. For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith. The vote of the Board on the resolutions contemplated in (i) and (iv) of this Section 3.2 will not be taken until after written notice of not less than five (5) business days to the Executive of the meeting and an opportunity for Executive to be heard before the Board at such meeting.

Cause. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of Executive's (i) Executive's conviction conviction, or entry of any felony (whether a guilty plea or not involving the Company a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any of its subsidiaries) involving moral turpitude which subjectscrime committed against MFA, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassmentother than traffic violations, (ii) fraud engagement in willful misconduct, willful or other willful misconduct by Executive gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in respect each case in connection with the performance of his obligations duties under this Agreement, or ; (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, adhere to follow the lawful directions of the Board of Directors following thirty days' that are reasonably consistent with his duties and position provided for herein; (iv) breach in any material respect of any of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreement; or (vi) breach in any material respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoing, (i) the Executive shall be given written notice of any action or failure to act that is alleged to constitute Cause (a "Default"), and an opportunity for 20 business days from the date of such notice in which to cure such Default, such period to be subject to extension in the discretion of the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive shall not be deemed to have been terminated for Cause without (x) reasonable prior written notice to the Executive of his refusal setting forth the reasons for the decision to performterminate the Executive for Cause, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by (y) an opportunity for the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from together with his counsel, to be heard by the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said Board of Directors stating its good faith opinion that the Executive has engaged in actions or conduct described in the preceding sentence, which directions are consistent with notice specifies the provisions particulars of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his such action or inaction was conduct in reasonable detail; provided, however, MFA may suspend the best interests Executive with pay until such time as his right to appear before the Board of Directors has been exercised, so long as such appearance is within two (2) weeks of the Company, and shall not include failure to act by reason date of total or partial incapacity due to physical or mental illnesssuspension.

Cause. For purposes hereof, a termination Termination by the Company of the Employee’s employment for "“Cause" ” shall mean termination upon (A) the willful and continued failure by action of at least two-thirds of the members of the Board of Directors of Employee to substantially perform his/her duties with the Company at a meeting duly called and held upon at least 15 days' prior (other than any such failure resulting from the Employee’s physical or mental incapacity due to injury or illness) after written notice demand for substantial performance is delivered to Executive specifying the particulars of Employee by the action or inaction alleged to constitute "Cause" (and at Company, which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or demand specifically identifies the manner in which the Employee has not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreementsubstantially performed his/her duties, or (B) the willful engaging by the Employee in conduct which is demonstrably injurious to the Company, monetarily or otherwise. For purposes of this Subsection (iii) willful refusal or continuing failure to attempt), without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to performno act, or failure to attempt act, on the Employee’s part shall be deemed “willful” unless done, or omitted to perform such duties be done, by the Employee in bad faith and which during such thirty day period such refusal without “reasonable belief” (as hereinafter defined) that his/her action or omission was in, or not opposed to, the best interests of the Company. The phrase “reasonable belief” shall mean the belief that a reasonable and prudent man would have had in the same or similar circumstances as to the act or failure to attempt is not cured act. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Executive. "Cause" Board or based upon the advice of counsel for the Company shall not include a bona fide disagreement over a corporate policybe conclusively presumed to be done, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted to be done, by him intentionally the Employee in good faith, and without his reasonable belief that his action or inaction was in the best interests of the Company, and . Notwithstanding the foregoing the Employee shall not include failure be deemed to act have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by reason the affirmative vote of total not less than a majority of the entire membership of the Board at a meeting of the Board called for such purpose (after reasonable notice to the Employee and an opportunity for the Employee, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Employee was guilty of the conduct set forth above in (A) or partial incapacity due to physical or mental illness(B) of this Subsection (iii) and specifying the particulars thereof in detail.

Cause. For purposes hereofof this Agreement, a termination by the Company for "Cause" shall mean termination mean: (i) the willful and continued failure of Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Executive by action of at least two-thirds of the members of Parent Board (as defined herein) or the Board of Directors Chief Executive Officer of the Company at a meeting duly called and held upon at least 15 days' prior written notice to which specifically identifies the manner in which the Parent Board or the Chief Executive specifying the particulars Officer of the action or inaction alleged to constitute "Cause" (and at which meeting Company believes that Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) has not substantially performed Executive's conviction of any felony (whether duties; or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other the willful misconduct engaging by Executive in respect illegal conduct or gross misconduct which is materially and demonstrably injurious to the Parent Group. For purposes of his obligations under this Agreementprovision, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, no act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act, on the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board part of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done it is done, or omitted to be done, by him intentionally and Executive in bad faith or without his reasonable belief that his Executive's action or inaction omission was in the best interests of the Parent Group. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Parent Board or upon the instructions of the Chief Executive Officer or a senior officer of Parent or the Company or based upon the advice of counsel for Parent or the Company shall be conclusively presumed to be done, or omitted to be done, by Executive, in good faith and in the best interests of the Parent Group. The cessation of employment of Executive shall not be deemed to be for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Parent Board at a meeting of the Parent Board called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Parent Board), finding that, in the good faith opinion of the Parent Board, Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail. As used in this Paragraph, "Parent Board" means the board of directors of the Parent, except that in the event that the Parent no longer owns 50% of the outstanding voting securities of the Company, and then the Parent Board shall not include failure to act by reason mean the Board of total or partial incapacity due to physical or mental illnessDirectors of the Company.

Cause. For purposes hereof, a termination Termination by the Company of your employment for "“Cause" ” shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving upon your willful and continued failure to substantially perform your duties with the Company (other than any such failure resulting from your Disability or any such actual or anticipated failure after your issuance of its subsidiariesa Notice of Termination (as defined in Section 4(e)) involving moral turpitude for Good Reason (as defined in Section 4(d))), after a written demand for substantial performance is delivered to you by the Board, which subjects, or if generally known, would subject, demand specifically identifies the Company or any of its subsidiaries to public ridicule or embarrassmentmanner in which the Board believes that you have not substantially performed your duties, (ii) fraud upon your willful and continued failure to substantially follow and comply with the specific and lawful directives of the Board, as reasonably determined by the Board (other than any such failure resulting from your Disability or other willful misconduct any such actual or anticipated failure after your issuance of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to you by Executive the Board, which demand specifically identifies the manner in respect of his obligations under this Agreementwhich the Board believes that you have not substantially performed your duties, or (iii) willful refusal upon your commission of an act of fraud or continuing failure dishonesty resulting in material economic or financial injury to attemptthe Company or (iv) upon your engagement in illegal conduct or gross misconduct, without proper cause andin each case which is materially and demonstrably injurious to the Company. For purposes of this subsection (c), other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, no act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" act shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "“willful" ” unless done or omitted by him intentionally to be done in bad faith and without his reasonable belief that his your action or inaction omission was in the best interests of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, based upon the advice of counsel for the Company or upon the instructions of the Company’s chief executive officer shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company. Cause shall not include failure exist unless and until the Company has delivered to act you a copy of a resolution duly adopted by reason three-quarters (3/4) of total the entire Board (excluding you if you are a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice to you and an opportunity for you, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clause (i), (ii), (iii) or partial incapacity due to physical (iv) has occurred and specifying the particulars thereof in detail. The Company must notify you of any event constituting Cause within ninety (90) days following the Company’s knowledge of its existence or mental illnesssuch event shall not constitute Cause under this Agreement.

Cause. For purposes hereof, a termination Termination by the Company of your employment for "“Cause" ” shall mean termination on (A) the willful and continued failure by action of at least two-thirds of you to substantially perform your duties with the members Company in accordance with the instructions of the Board of Directors of or the Company at a meeting duly called and held upon at least 15 days' prior written notice executive officers to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" whom you report (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or any such failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions resulting from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial your incapacity due to physical or mental illness), after a demand for substantial performance is delivered to you by the Board which specifically identifies the manner in which the Board believes that you have not substantially performed your duties, (B) the willful engaging by you in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise, (C) your embezzlement or misappropriation of funds or property of the Company, (D) your conviction of a felony or the entrance of a plea of guilty or nolo contendere to a felony, or (E) your conviction of any crime involving fraud, dishonesty, moral turpitude or breach of trust or your entrance of a plea of guilty or nolo contendere to such a crime. For purposes of this Subsection, no act, or failure to act, on your part shall be considered “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause pursuant to clause (A), (B) or (C) of the first sentence of this Subsection unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in clause (A), (B) or (C) of the first sentence of this Subsection and specifying the particulars thereof in detail.

Cause. For purposes hereof, a termination Immediately upon written notice by the Company to the Executive of a termination for Cause, provided that such notice is given within 90 days after the discovery of the Cause event by the Chairman of the Audit Committee of the Board or Chairman of the Compensation Committee of the Board. "Cause" shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction the willful misconduct of any felony (whether or not involving the Executive with regard to the Company or any of its subsidiaries) involving moral turpitude which subjectsthat is materially injurious to the Company, or if generally knownprovided, would subjecthowever, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, that no act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act on the Executive. "Cause" 's part shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done done, or omitted to be done, by him intentionally the Executive not in good faith and without his reasonable belief that his action or inaction omission was in the best interests of the Company, ; (ii) the willful and shall not include continued failure of the Executive to act by reason of total or partial attempt to substantially perform the Executive's duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness) which failure is not remedied within 15 business days of written notice from the Company specifying the details thereof; or (iii) the conviction of the Executive of (or the pleading by the Executive of nolo contendere to) any felony (other than traffic related offenses or as a result of vicarious liability). Notwithstanding the foregoing, following the Distribution, the Executive shall not be deemed to have been terminated for Cause without (i) advance written notice provided to the Executive not less than 14 days prior to the date of termination setting forth the Company's intention to consider terminating the Executive, including a statement of the date of termination and the specific detailed basis for such consideration for Cause; (ii) an opportunity of the Executive, together with his counsel, to be heard before the Board during the 14 day period ending on the date of termination; (iii) a duly adopted resolution of the Board, after such opportunity, stating that in accordance with the provisions of the next to the last sentence of this Section 7(c), that the actions of the Executive constituted Cause and the basis thereof; and (iv) a written determination provided by the Board setting forth the acts and omissions that form the basis of such termination of employment. Any determination by the Board hereunder shall be made by the affirmative vote of at least a two-thirds majority of the members of the Board (other than the Executive). Any purported termination of employment of the Executive by the Company following the Distribution which does not meet each and every substantive and procedural requirement of this Section 7 shall be treated for all purposes under this Agreement as a termination of employment without Cause.

Cause. For purposes hereofof this Agreement, Cause shall mean: (i) any material breach of this Agreement by the Executive; (ii) any willful or gross neglect by the Executive of his duties and responsibilities hereunder; (iii) any fraud, criminal misconduct, breach of fiduciary duty, dishonesty, gross negligence or willful misconduct by the Executive in connection with the performance of his duties and responsibilities hereunder; (iv) the intoxication of Executive or Executive being under the influence of illegal or illegally obtained drugs during business hours or while on call, or Executive’s habitual drunkenness or addiction to drugs (provided that this shall not restrict the Executive from taking physician-prescribed medication in accordance with the applicable prescription); (v) the commission by the Executive of any (A) felony or (B) crime or act of moral turpitude; (vi) any action by the Executive that may materially impair or damage the reputation of the Company; (vii) insubordinate disregard of any lawful direction given to the Executive by the Board; or (viii) significant failure or significant refusal to comply with the Company's policies and procedures. Except for a termination significant failure, material breach or significant refusal which by its nature cannot reasonably be expected to be cured, Executive shall have ten (10) calendar days after written notice thereof to Executive by the Company for "within which to cure any acts constituting Cause" . No act or failure to act on the part of Executive shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action be considered “willful” unless it is done, or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled omitted to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjectsdone, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, bad faith or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction omission was in the best interests of the Company. A termination of Executive’s employment for Cause shall be effected in accordance with the following procedures. The Company shall give Executive Notice of Termination, setting forth in reasonable detail the specific conduct of Executive that it considers to constitute Cause and the specific provision(s) of this Agreement on which it relies, and stating the date, time and place of the Board Meeting for Cause. The “Board Meeting for Cause” means a meeting of the Board at which Executive’s termination for Cause will be considered, that takes place not less than ten (10) and not more than twenty (20) business days after Executive receives the Notice of Termination. Executive shall not include failure be given an opportunity, together with counsel, to act be heard at the Board Meeting for Cause. Executive’s termination for Cause shall be effective when and if a resolution is duly adopted at the Board Meeting for Cause by reason a majority vote of total or partial incapacity due to physical or mental illnessthe entire membership of the Board, stating that in the good faith opinion of the Board, Executive conducted himself as described in the Notice of Termination, and that such conduct constitutes Cause under this Agreement.

Cause. For purposes hereof, a Termination by the Company of your employ­ment for “Cause” means termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the members of the Board of Directors of your employment upon (a) your willful and continued failure to substantially perform your duties with the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or any failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions resulting from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial your incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to you by the Chief Executive Officer of the Company (or if you are the Chief Executive Officer, the Chairman of the Compensation Committee of the Board of Directors) that specifi­cally identifies the manner in which the Chief Executive Officer believes that you have not substan­tially performed your duties, or (b) your willfully engaging in misconduct that is materially injurious to the Company, monetarily or otherwise. For purposes of this subparagraph 4.1, no act, or failure to act, on your part will be considered “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. Notwithstanding the above, you will not be deemed to have been terminated for Cause unless and until you have been given a copy of a Notice of Termination from the Chief Executive Officer of the Company (or if you are the Chief Executive Officer, the Chairman of the Compensation Committee of the Board of Directors), after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before (i) the Chief Executive Officer, or (ii) if you are an elected officer of the Company, the Board of Directors of the Company, finding that in the good faith opinion of the Chief Executive Officer, or, in the case of an elected officer, finding that in the good faith opinion of two-thirds of the Board of Directors, you committed the conduct set forth above in clauses (a) or (b) of this subparagraph 4.1, and specifying the particulars of that finding in detail.

Cause. For purposes hereof, a termination by The Company may terminate the Company Executive's employment hereunder ----- for "Causecause" shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' not less than five days prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because such termination. For purposes of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subjectthis Agreement, the Company or any of its subsidiaries shall have "cause" to public ridicule or embarrassment, terminate the Executive's employment hereunder upon (iiA) fraud or other willful misconduct the continued failure by the Executive in respect of to substantially perform his obligations under this Agreement, or duties hereunder (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or any such failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by resulting from the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial 's incapacity due to physical or mental illnessillness or the removal of the Executive's office to a location more than 5 miles from its current location), which failure has not been cured (i) within three days after a written demand for substantial performance is delivered to the Executive by the Company that specifically identifies the manner in which the Company believes the Executive has not substantially performed his duties (the "Three Day Period"), or (ii) in the event such failure cannot be reasonably cured within the Three Day Period, within 20 days thereafter, provided that the Executive promptly commences and thereafter diligently prosecutes the cure thereof, or (B) the Executive's conviction of any criminal act or fraud with respect to the Company. Notwithstanding the foregoing, the Executive's employment may not be terminated for cause unless and until the Company has delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than 80 percent of the entire Board of Directors at a meeting of the Board (of which the Executive was given at least 20 days prior written notice and an opportunity, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive has not substantially performed his duties (which failure shall be described in detail) and such failure has not been cured within the period described in (ii) above. In addition, the Company shall not have cause to terminate the Executive's employment hereunder as a result of any event occurring prior to the date hereof and previously disclosed to the Company. The burden of establishing cause shall be upon the Company.

Cause. The Company may terminate the Executive's employment hereunder for Cause. For the purposes hereofof this Agreement, a termination by the Company for shall have "Cause" shall mean termination by action of at least two-thirds of to terminate the members of the Board of Directors of the Company at a meeting duly called and held Executive's employment hereunder upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, willful failure by the Company or any of its subsidiaries Executive to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of substantially perform his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause andduties hereunder, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or any such failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by resulting from the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial 's incapacity due to physical or mental illness, or (ii) the Executive engaging in the commission of fraud, embezzlement or theft against the Company. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive: (x) a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board (excluding the Executive) at a meeting of the Board 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), finding that in the good faith opinion of the Board, the Executive was guilty of conduct set forth above in clause (i) or (ii) of the preceding sentence, and specifying the particulars thereof in detail, (y) 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 (excluding the Executive) and that the Executive was found guilty of conduct set forth in clause (i) or (ii) of the preceding sentence specifying the particulars thereof in detail, and (z) a report with respect to such conduct from a firm of independent attorneys (other than general counsel for the Company) selected by a majority of the entire Board (excluding the Executive) and reasonably acceptable to the Executive, to the effect that the conduct of the Executive has been such as to permit the Board to terminate the Executive's employment for Cause within the meaning of the provisions of this subsection 6(b).

Cause. For purposes hereof, a termination Termination by the Company (or its subsidiaries) of Executive’s employment for "“Cause" ” shall mean termination upon (A) the willful and continued failure by action of at least two-thirds of the members of the Board of Directors of Executive to substantially perform his or her duties with the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action (or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of any such failure resulting from his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness, after a demand for substantial performance is delivered to Executive by the Chief Executive Officer of the Company or the Compensation Committee of the Board of Directors, which specifically identifies the manner in which Executive has not substantially performed his or her duties, or (B) the willful engaging by Executive in misconduct which is materially injurious to the Company (or its subsidiaries), monetarily or otherwise, and that constitutes on the part of Executive common law fraud or felony. For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done, or omitted to be done, by him or her not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company (or its subsidiaries). Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him or her a copy of a Notice of Termination from the Chief Executive Officer of the Company or the Compensation Committee of the Board of Directors after reasonable notice to Executive and an opportunity for Executive, together with his or her counsel, to be heard before the Compensation Committee of the Board of Directors (or, if there is no such Committee or such Committee delivers the Notice of Termination, the Board of Directors), finding that in the good faith opinion of such Committee (or the Board) Executive was guilty of conduct set forth above in clauses (A) or (B) of the first sentence of this subparagraph and specifying the particulars thereof in detail.

Cause. The Company may terminate the Executive's employment under this Agreement for Cause. For purposes hereofof this Agreement, a termination by the Company for term "Cause" shall mean (i) the willful and continued failure by the Executive to substantially perform his duties under this Agreement (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or from the termination of this Agreement by the Executive for Good Reason), after a demand for substantial performance is delivered to the Executive by the Company specifically identifying the manner in which the Company believes the Executive has not substantially performed his duties, and the Executive shall have failed to resume substantial performance of such duties within thirty (30) days of receiving such demand, (ii) the willful engaging by the Executive in criminal conduct (including embezzlement and criminal fraud) which is demonstrably and materially injurious to the Company, monetarily or otherwise, or (iii) the conviction of the Executive of a felony (other than a traffic violation) or the conviction of the Executive of a misdemeanor which impairs the Executive's ability substantially to perform his duties with the Company. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of at least two-thirds the Company. Notwithstanding anything herein to the contrary, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the members of the Board of Directors of then in office (other than the Company Executive) at a meeting duly of the Board called and held upon at least 15 days' prior written for such purpose (after reasonable notice to the Executive specifying and an opportunity for him, together with his counsel, to be heard before the particulars Board), finding that in the good faith opinion of the action or inaction alleged to constitute "Cause" (and at which meeting Board the Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because was guilty of conduct set forth in clause (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment), (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt), without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Companyabove, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessspecifying the particulars thereon in detail.

Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes hereofof this Agreement, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds mean: (i) the willful and continued failure of the members Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors or the Chief Executive Officer of the Company at a meeting duly called and held upon at least 15 days' prior written notice to which specifically identifies the manner in which the Board or Chief Executive specifying Officer believes that the particulars of Executive has not substantially performed the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjectsduties, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other the willful misconduct engaging by the Executive in respect illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of his obligations under this Agreementprovision, no act or (iii) willful refusal or continuing failure to attemptto. act, without proper cause and, other than by reason of illness, to follow on the lawful directions part of the Board of Directors following thirty days' prior written notice to Executive of his refusal to performExecutive, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done it is done, or omitted to be done, by him intentionally and the Executive in bad faith or without his reasonable belief that his the Executive's action or inaction omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duty adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.specifying the particulars thereof in detail. (c)

Cause. For purposes hereofThe Company may terminate the Executive's employment during the Employment Period for Cause, a termination provided that the Notice of Termination is delivered to the Executive not more than 180 days after the discovery by the Company for of the Cause event. For purposes of this Agreement, "Cause" shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of mean: (i) the conviction of, or pleading guilty to, a felony or crime involving moral turpitude, or (ii) the willful and continued failure of the Executive to perform substantially the Executive's conviction of any felony (whether or not involving duties with the Company or any one of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, affiliates (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than any such failure resulting from incapacity due to physical or mental illness which results in a Disability), after a written demand for substantial performance is delivered to the Executive by reason of illnessthe Board, to follow which specifically identifies the lawful directions of manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive's duties. For purposes of Directors following thirty days' prior written notice to Executive of his refusal to performthis provision, no act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act, on the part of the Executive. "Cause" , shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done it is done, or omitted to be done, by him intentionally and the Executive in bad faith or without his reasonable belief that his the Executive's action or inaction omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of regular outside counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessspecifying the particulars thereof in detail.

Cause. For purposes hereof, a termination Thirty (30) days after written notice by the Company to the Executive of a termination for "Cause if the Executive shall have failed to cure or remedy such matter, if curable, within such thirty (30) day period. In the event that the basis for Cause is not curable, then such thirty (30) day cure period shall not be required, and such termination shall be effective on the date the Company delivers notice of such termination for Cause" . “Cause” shall mean the Company’s termination by action of at least two-thirds of the members of the Board of Directors of Executive’s employment with the Company at or any of its subsidiaries as a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of result of: (i) fraud, embezzlement or any willful act of material dishonesty by the Executive in connection with or relating to the Executive's conviction of any felony (whether or not involving ’s employment with the Company or any of its subsidiaries; (ii) involving moral turpitude which subjectstheft or misappropriation of property, information or if generally known, would subject, other assets by the Executive in connection with the Executive’s employment with the Company or any of its subsidiaries which results in or could reasonably be expected to public ridicule result in material loss, damage or embarrassmentinjury to the Company and its subsidiaries, their goodwill, business or reputation; (iiiii) fraud the Executive’s conviction, guilty plea, no contest plea, or other willful misconduct by similar plea for any felony or any crime that results in or could reasonably be expected to result in material loss, damage or injury to the Company and its subsidiaries, their goodwill, business or reputation; (iv) the Executive’s use of alcohol or drugs while working that materially interferes with the ability of Executive to perform the Executive’s material duties hereunder; (v) the Executive’s material breach of a material Company policy, or material breach of a Company policy that results in respect or could reasonably be expected to result in material loss, damage or injury to the Company and its subsidiaries, their goodwill, business or reputation; (vi) the Executive’s material breach of any of his obligations under this Agreement; or (vii) the Executive’s repeated insubordination, or refusal (iii) willful refusal or continuing failure to attempt, without proper cause and, other than as a result of a Disability or physical or mental illness) to carry out or follow specific reasonable and lawful instructions, duties or assignments given by reason of illnessthe CEO which are consistent with Executive’s position with the Company; provided, to follow that, for clauses (i) – (vii) above, the lawful directions of the Board of Directors following thirty days' prior Company delivers written notice to Executive of his refusal the condition giving rise to performCause within ninety (90) days after the Company becomes aware of its initial occurrence. For avoidance of doubt, or failure to attempt to perform such duties the Executive being deemed an Unsuitable Person, as defined in that certain Amended and which during such thirty day period such refusal or failure to attempt is not cured by Restated Articles of Incorporation of the Executive. "Cause" Company as in effect on the Effective Date (an “Unsuitable Person”), shall not include a bona fide disagreement over a corporate policy, so long as independently constitute Cause (but any circumstances giving rise to the Executive does not willfully violate on a continuing basis specific written directions from being deemed an Unsuitable Person shall constitute Cause to the Board of Directors, which directions extent such circumstances are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was grounds provided in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessclauses (i) – (vii) above).

Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause. For purposes hereofof this Agreement, “Cause” shall mean: (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company Group (other than any such failure resulting from incapacity due to physical or mental illness), after a termination written demand for substantial performance is delivered to the Executive by the Company for "Cause" shall mean termination by action of at least two-thirds of Board or the members of the Board of Directors Chief Executive Officer of the Company at a meeting duly called and held upon at least 15 days' prior written notice to which specifically identifies the manner in which the Board or Chief Executive specifying Officer believes that the particulars of Executive has not substantially performed the action Executive’s duties; or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other the willful misconduct engaging by the Executive in respect illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company. For purposes of his obligations under this Agreementprovision, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, no act or failure to attempt act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured be done, by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action in bad faith or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his the Executive’s action or inaction omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company who is a member of the Company’s executive management committee or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.specifying the particulars thereof in detail. 6

Cause. The Company may terminate the Executive's employment for Cause. For purposes hereofof this Agreement only, a termination by the Company for shall have "Cause" shall mean termination by action of at least two-thirds of to terminate the members of the Board of Directors of the Company at a meeting duly called and held Executive's employment hereunder only upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction the willful and continued failure of any felony (whether or not involving the Executive to attempt to perform substantially his duties with the Company (other than any such failure resulting from Disability), after a demand for substantial performance is delivered to the Executive by the Board or any the Chief Executive Officer of its subsidiaries) involving moral turpitude the Company, which subjectsspecifically identifies the manner in which the Executive has not attempted to substantially perform his duties, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other the engaging by the Executive in willful misconduct by Executive in respect which is materially injurious to the Company, monetarily or otherwise. For purposes of his obligations under this AgreementSection 3(d), or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to performno act, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act, on the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from part of the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done it is done, or omitted to be done, by him intentionally the Executive in bad faith and without his reasonable belief that his the Executive's action or inaction omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not include failure be deemed to act have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by reason the affirmative vote of total or partial incapacity due at least 3/4 of the Board (excluding the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to physical or mental illnessthe Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board) finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth in the second sentence of this Section 3(d) and specifying the particulars thereof.

Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes hereofof this Agreement, a termination “Cause” shall mean that the Company, acting in good faith based upon the information then known to the Company, determines that the Executive has (i) engaged in or committed willful misconduct; (ii) engaged in or committed theft, fraud or other illegal conduct; (iii) refused or demonstrated an unwillingness to substantially perform his duties after written demand for substantial performance is delivered by the Company for "Cause" shall mean termination by action that specifically identifies the manner in which the Company believes the Executive has not substantially performed his duties; (iv) refused or demonstrated an unwillingness to reasonably cooperate in good faith with any Company or government investigation or provide testimony therein (other than such failure resulting from the Executive’s disability); (v) engaged in or committed insubordination; (vi) engaged in or committed any willful act that is likely to and which does in fact have the effect of at least two-thirds injuring the reputation or business of the members Company; (vii) violated any fiduciary duty, (viii) violated Executive’s duty of loyalty to the Company; (ix) violated the Company’s Code of Ethical Business Conduct; (x) used alcohol or drugs (other than drugs prescribed to the Executive by a physician and used by the Executive for their intended purpose for which they had been prescribed) in a manner which materially and repeatedly interferes with the performance of his duties hereunder or which has the effect of materially injuring the reputation or business of the Board Company; or (xi) engaged in or committed a breach of Directors any term of this Agreement. For purposes of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of above clauses (i) Executive's conviction and (vi) of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjectsthis Section 3(d), or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to performno act, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act, on the Executive. "Cause" ’s part shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" willful unless done or omitted to be done, by him intentionally and without his reasonable belief that his action or inaction omission was in the best interests interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause without delivery to the Executive of a notice of termination signed by the Company’s Chief Executive Officer stating that, in the good faith opinion of the officer signing such notice, the Executive has engaged in or committed conduct of the nature described above in the second sentence of this Section 3(d), and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessspecifying the particulars thereof.

Cause. The Company may terminate the Executive’s employment for Cause. For purposes hereofof this Agreement only, a termination by the Company for "shall have “Cause" shall mean termination by action of at least two-thirds of ” to terminate the members of the Board of Directors of the Company at a meeting duly called and held Executive’s employment hereunder only upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction the willful and continued failure of any felony (whether or not involving the Executive to attempt to perform substantially his duties with the Company (other than any such failure resulting from Disability), after a demand for substantial performance is delivered to the Executive by the Board or any the Chief Executive Officer of its subsidiaries) involving moral turpitude the Company, which subjectsspecifically identifies the manner in which the Executive has not attempted to substantially perform his duties, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other the engaging by the Executive in willful misconduct by Executive in respect which is materially injurious to the Company, monetarily or otherwise. For purposes of his obligations under this AgreementSection 3(d), or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to performno act, or failure to attempt act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured be done, by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally in bad faith and without his reasonable belief that his the Executive’s action or inaction omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not include failure be deemed to act have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by reason the affirmative vote of total or partial incapacity due at least ¾ of the Board (excluding the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to physical or mental illnessthe Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board) finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth in the second sentence of this Section 3(d) and specifying the particulars thereof.

Cause. The Company may, at any time and in its sole discretion, terminate the Executive's employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a "Termination Date") of such Termination Notice. For purposes hereof, a termination by the Company for "Cause" shall mean termination (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by action the Executive to an act of at least two-thirds fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting the Company and/or Parent; (iii) the willful failure by the Executive to follow the directions of the members Board of Directors or the Chief Executive Officer; (iv) the Executive's habitual drunkenness as determined in the reasonable discretion of the Board of Directors or use of illegal substances; (v) the material breach by the Executive of this Agreement or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of the Company and/or Parent which the Board of Directors of the Company at in its reasonable discretion deems to be good and sufficient cause; provided, that the Executive shall receive a meeting duly called Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof and held upon at least 15 days' prior written notice to the Executive specifying shall have the particulars thirty (30) days following his receipt of the action or inaction alleged Termination Notice to constitute "Cause" (and at which meeting Executive and cure the breach specified therein prior to his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessemployment being terminated for Cause pursuant thereto.

Cause. For purposes hereofof this Section 2, a termination by the Company for "Cause" shall mean termination of Executive's employment by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of Cricket: (i) upon Executive's conviction of any felony willful and continued failure substantially to perform Executive's duties with Cricket (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or any such failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the resulting from Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial 's incapacity due to physical or mental illnessillness or any such actual or anticipated failure after Executive's issuance of a Notice of Termination (as defined below) for Good Reason), after a written demand for substantial performance is delivered to Executive by the Board of Directors of Cricket (the "Cricket Board"), which demand specifically identifies the manner in which the Cricket Board believes that Executive has not substantially performed such duties, (ii) upon Executive's willful and continued failure substantially to follow and comply with the specific and lawful directives of the Cricket Board, as reasonably determined by the Cricket Board (other than any such failure resulting from Executive's incapacity due to physical or mental illness or any such actual or anticipated failure after Executive's issuance of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to Executive by the Cricket Board, which demand specifically identifies the manner in which the Cricket Board believes that Executive has not substantially performed such directives, (iii) upon Executive's willful commission of an act of fraud or dishonesty resulting in material and demonstrable damage to Cricket, or (iv) upon Executive's willful engagement in illegal conduct or gross misconduct that is materially and demonstrably damaging to Cricket. For purposes of this Section 2(b), no act, or failure to act, on Executive's part shall be deemed "willful" unless done, or omitted to be done, by Executive not in good faith. Notwithstanding the foregoing, Executive's employment shall not be deemed terminated for "Cause" pursuant to this Section 2(b) unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the entire membership of the Cricket Board at a meeting of the Cricket Board (after reasonable notice to Executive, an opportunity for Executive, together with Executive's counsel, to be heard before the Cricket Board and a reasonable opportunity to cure (provided such conduct is capable of being cured)), finding that, in the Cricket Board's good faith opinion, Executive has committed the conduct set forth above in this Section 2(b) and specifying the particulars thereof in reasonable detail.

Cause. For purposes hereofThe Bank may terminate the Executive’s employment for Cause (a “Termination for Cause”) at any time after notice to the Executive setting forth in reasonable detail the nature of the Cause and after an opportunity for the Executive, a termination together with his counsel, to be heard before the Board of Directors. The following, as determined by the Company Board of Directors in its reasonable judgment, shall constitute Cause for "Cause" shall mean termination by action of at least two-thirds employment: (i) the Executive’s deliberate dishonesty with respect to the Bank or any subsidiary or affiliate thereof; or (ii) conviction of a crime related to banking activity or moral turpitude; or (iii) gross and willful failure to perform (other than on account of a medically determinable disability which renders the Executive incapable of performing such services) a substantial portion of the Executive’s duties and responsibilities as an officer of the Bank, which failure continues for more than thirty (30) days after written notice given to the Executive pursuant to a majority vote of all of the members of the Board of Directors then in office, such vote to set forth in reasonable detail the nature of such failure; or (iv) the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying willful engaging by the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect illegal or gross misconduct which is materially and demonstrably injurious to the Bank or the Company. For purposes of his obligations under this Agreementprovision, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, no act or failure to attempt act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured be done, by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action in bad faith or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his the Executive’s action or inaction omission was in the best interests of the CompanyBank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or a senior officer of the Bank, or based upon the advice of counsel for the Bank, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Bank. Notwithstanding the foregoing, the Executive shall not include failure be deemed to act have been discharged for “Cause” unless and until there shall have been delivered to him a copy of a certification by reason the Clerk of total or partial incapacity due the Bank that a majority of the entire Board of Directors found in good faith that the Executive was guilty of conduct which is deemed to physical or mental illnessbe Cause. In the event of a Termination for Cause, the Bank shall have no further obligation to the Executive, except as provided for in Section 6.2 of this Agreement.

Cause. For purposes hereof, a termination by the Company Holdings shall be entitled to terminate Executive's employment for "Cause" shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' without prior written notice to Executive specifying the particulars notice. For purposes of the action or inaction alleged to constitute this Agreement, "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of shall mean: (i) Executive's conviction wrongful misappropriation of any felony (whether or not involving the Company Holdings' or any of its subsidiariesSubsidiaries' assets of a material value; (ii) involving moral turpitude alcoholism or drug addiction, any of which subjectsmaterially impairs the ability of Executive to perform his duties and responsibilities hereunder or is seriously injurious to the business of Holdings and its Subsidiaries; (iii) the conviction of, or if generally knownpleading "guilty" or "no contest" to, would subject, the Company a felony; (iv) intentionally causing Holdings or any of its subsidiaries Subsidiaries to public ridicule violate a material local state or embarrassment, federal law in any material respect; (iiv) fraud gross negligence or other willful misconduct in the conduct or management of Holdings and its Subsidiaries not remedied within thirty (30) days after receipt of written notice from Holdings which materially affects Holdings or any of its Subsidiaries; (vi) willful refusal to comply with any significant, lawful and proper policy, directive or decision of the Board in furtherance of a legitimate business purpose or willful refusal to perform the duties reasonably assigned to Executive by the Board consistent with Executive's functions, duties and responsibilities set forth in Section 2, in each case, in any material respect, and only if not remedied within thirty (30) days after receipt of written notice from Holdings; or (vii) breach by Executive in respect of his obligations under this Agreement, or in any material respect, not remedied within thirty (iii30) willful refusal or continuing failure to attempt, without proper cause and, other than by reason days after receipt of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive from Holdings. In the event of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. a termination "with Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with pursuant to the provisions of this Agreement. Action or inaction by clauses (i) through (vii) above, inclusive, Executive shall not be considered "willful" unless done entitled to no severance or omitted by him intentionally and without his reasonable belief that his action or inaction was other termination benefits, except as provided in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessSection 9(a).

Cause. For The Company may terminate Executive’s employment for “Cause,” effective as of the date of the Notice of Termination (as defined in Section 7 below). “Cause” shall mean, for purposes hereofof this Agreement: (a) Executive’s act of fraud, dishonesty, misappropriation, or embezzlement with respect to the Company; (b) Executive’s conviction of, or plea of guilty or no contest to, any felony; (c) Executive’s violation of the Company’s drug policy or anti-harassment policy; (d) Executive’s admission of liability of, or finding by a termination by court or the US Securities and Exchange Commission (or a similar agency of any applicable state) of liability for, the violation of any “Securities Laws” (as hereinafter defined) (excluding any technical violations of the Securities Laws which are not criminal in nature). As used herein, the term “Securities Laws” means any Federal or state law, rule or regulation governing the issuance or exchange of securities, including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder; (e) Executive’s failure after reasonable prior written notice from the Company for "Cause" shall mean termination by action of at least two-thirds of the members to comply with any valid and legal directive of the Board that is not remedied within thirty (30) days of Directors of the Company at a meeting duly called and held upon at least 15 days' prior Executive being provided written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving thereof from the Company or Executive’s willful gross negligence in performance, or willful non-performance, of any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, Executive’s duties and responsibilities with respect to the Company or any that is not remedied within thirty (30) days of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, being provided written notice thereof from the Company; or (iiif) willful refusal or continuing failure to attempt, without proper cause and, other than by reason as provided in clauses (a) through (e) above, Executive’s material breach of illness, to follow the lawful directions any material provision of the Board employment agreement that is not remedied within thirty (30) days of Directors following thirty days' prior Executive being provided written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executivethereof. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not have acted, and shall not be considered "deemed for purposes of this Agreement to have acted, in a “willful" unless done ” manner if Executive acted, or omitted by him intentionally and without his reasonable belief failed to act, in a manner that his action he believed in good faith to be in, or inaction was in not opposed to, the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.

Cause. For purposes hereof, a termination by the Company for "“Cause" shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of ” is defined as: (i) Executive's the conviction of any felony (whether or not involving the Company or any Executive by a court of its subsidiaries) competent jurisdiction as to which no further appeal can be taken of a crime involving moral turpitude which subjects, or if generally known, would subject, a felony or entering the Company or any plea of its subsidiaries nolo contendere to public ridicule or embarrassment, such crime by the Executive; (ii) the commission by the Executive of a material act of fraud upon Callon; (iii) the material misappropriation by the Executive of any funds or other willful misconduct property of Callon; (iv) the knowing engagement by the Executive without the written approval of the Board, in respect any material activity which directly competes with the business of his obligations under this AgreementCallon, or which would directly result in material injury to the business or reputation of Callon; (v)(1) a material breach by the Executive during the Executive’s employment with Callon of any of the restrictive covenants set out in the Executive’s employment agreement with the Company, if applicable, or (iii2) the willful refusal or continuing failure and material nonperformance of the Executive’s duties to attempt, without proper cause and, Callon (other than by reason of illnessthe Executive’s illness or incapacity), to follow the lawful directions and, for purposes of the Board of Directors following thirty days' prior written notice to Executive of his refusal to performthis clause (v), no act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt act on Executive’s part shall be deemed “willful” unless it is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally the Executive not in good faith and without his reasonable belief that his such action or inaction omission was in the best interest of Callon, (vi) any breach of the Executive’s fiduciary duties to Callon, including, without limitation, the duties of care, loyalty and obedience to the law; and (vii) the intentional failure of the Executive to comply with Xxxxxx’x Code of Business Conduct and Ethics, or to otherwise discharge his duties in good faith and in a manner that the Executive reasonably believes to be in the best interests of the CompanyCallon, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnesswith the care an ordinarily prudent person in a like position would exercise under similar circumstances.

Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes hereofof this Agreement, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds mean: (i) the willful and continued failure of the members Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors or the Chief Executive Officer of the Company at a meeting duly called and held upon at least 15 days' prior written notice to which specifically identifies the manner in which the Board or Chief Executive specifying Officer believes that the particulars of Executive has not substantially performed the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjectsduties, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other the willful misconduct engaging by the Executive in respect illegal conduct which is materially and demonstrably injurious to the Company. For purposes of his obligations under this Agreementprovision, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, no act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act, on the part of the Executive. "Cause" , shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done it is done, or omitted to be done, by him intentionally and the Executive in bad faith or without his reasonable belief that his the Executive's action or inaction omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.specifying the particulars thereof in detail. <PAGE 4> (c)

Cause. For purposes hereof“Cause” means, a termination by unless Executive fully corrects the circumstances constituting Cause (provided such circumstances are capable of correction) prior to the Date of Termination, (a) Executive’s willful and continued failure to substantially perform his duties or services to the Company for "Cause" shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or any such failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the resulting from Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial ’s incapacity due to physical or mental illnessillness or any such actual or anticipated failure after his issuance of a Notice of Termination (as defined below) for Good Reason), after a written demand for substantial performance is delivered to Executive by the Board, which demand specifically identifies the manner in which the Board believes that Executive has not substantially performed his duties or services to the Company, (b) Executive’s willful and continued failure to substantially follow and comply with the specific and lawful directives of the Chief Executive Officer of the Company or the Board, as reasonably determined by the Board (other than any such failure resulting from Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after his issuance of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to Executive by the Board, which demand specifically identifies the manner in which the Board believes that Executive has not substantially performed his duties or services to the Company, (c) Executive’s willful commission of an act of fraud or dishonesty resulting in material economic or financial injury to the Company, (d) Executive’s conviction of, or entry by Executive of a guilty or no contest plea to, the commission of a felony involving moral turpitude, or (e) Executive’s breach of the non-competition or non-solicitation provisions of Section 6 or the non-disparagement provisions of Section 8 of this Agreement or any material breach of his confidential or proprietary information obligations to the Company. For purposes of this Section 1(b), no act, or failure to act, on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by him not in good faith. In the event of the proposed termination of Executive’s consultancy for Cause arising under clause (e) above as a result of Executive’s breach of the non-competition provisions of Section 6 that is not willful, the Executive shall have at least 60 days to correct such breach following the Company’s notice of its intent to terminate Executive’s consultancy for Cause, during which time Executive shall be entitled to present to the Board with the assistance of his legal counsel the basis, if any, for his belief and conclusion that he has not breached such non-competition provisions.

Cause. For purposes hereof, a termination by the Company for "“Cause" shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of ” is defined as: (i) Executive's the conviction of any felony (whether or not involving the Company or any Executive by a court of its subsidiaries) competent jurisdiction as to which no further appeal can be taken of a crime involving moral turpitude which subjects, or if generally known, would subject, a felony or entering the Company or any plea of its subsidiaries nolo contendere to public ridicule or embarrassment, such crime by the Executive; (ii) the commission by the Executive of a material act of fraud upon Xxxxxx; (iii) the material misappropriation by the Executive of any funds or other willful misconduct property of Xxxxxx; (iv) the knowing engagement by the Executive without the written approval of the Board, in respect any material activity which directly competes with the business of his obligations under this AgreementXxxxxx, or which would directly result in material injury to the business or reputation of Xxxxxx; (v)(1) a material breach by the Executive during the Executive’s employment with Xxxxxx of any of the restrictive covenants set out in the Executive’s employment agreement with the Company, if applicable, or (iii2) the willful refusal or continuing failure and material nonperformance of the Executive’s duties to attempt, without proper cause and, Xxxxxx (other than by reason of illnessthe Executive’s illness or incapacity), to follow the lawful directions and, for purposes of the Board of Directors following thirty days' prior written notice to Executive of his refusal to performthis clause (v), no act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt act on Executive’s part shall be deemed “willful” unless it is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally the Executive not in good faith and without his reasonable belief that his such action or inaction omission was in the best interest of Xxxxxx, (vi) any breach of the Executive’s fiduciary duties to Xxxxxx, including, without limitation, the duties of care, loyalty and obedience to the law; and (vii) the intentional failure of the Executive to comply with Xxxxxx’x Code of Business Conduct and Ethics, or to otherwise discharge his duties in good faith and in a manner that the Executive reasonably believes to be in the best interests of the CompanyXxxxxx, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnesswith the care an ordinarily prudent person in a like position would exercise under similar circumstances.

Cause. The Company may terminate the Executive's employment ------ hereunder for Cause. For purposes hereofof this Agreement, the Company shall have "Cause" to terminate the Executive's employment hereunder upon (i) the willful and continued failure by the Executive to substantially perform his duties hereunder (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a termination Notice of Termination, as defined in Section 7(e), by the Executive for Good Reason, as defined in Section 7(d)(ii)), after demand for substantial performance is delivered by the Company for "Cause" shall mean termination by action of at least two-thirds of that specifically identifies the members of the Board of Directors of manner in which the Company at a meeting duly called and held upon at least 15 days' prior written notice to believes the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and has not substantially performed his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassmentduties, (ii) fraud or other the willful misconduct engaging by the Executive in respect of his obligations under this Agreementmisconduct which is materially injurious to the Company, monetarily or otherwise (including, but not limited to, conduct that constitutes Competitive Activity, as defined in Section 10), or (iii) willful refusal the Executive's conviction of a felony or continuing failure the entering of a plea of no lo contendere to attempta felony charge. For purposes of this Section 7(c), without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to performno act, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act, on the Executive. "Cause" 's part shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done done, or omitted to be done, by him intentionally not in good faith and without his reasonable belief that his action or inaction omission was in the best interests interest of the Company. Notwithstanding the foregoing, the Executive may not be terminated for Cause pursuant to clause (i) or (ii) above without (1) reasonable notice from the Board to the Executive setting forth the reasons for the Company's intention to terminate for Cause, (2) an opportunity for the Executive, together with his counsel, to be heard before the Board, and (3) delivery to the Executive of a Notice of Termination from the Board finding that, in the good faith opinion of three-quarters (3/4) of the Board, the Executive was guilty of conduct set forth above in clause (i) or (ii) above, as applicable, and specifying the particulars thereof in detail. No such notice or meeting before the Board shall not include failure to act by reason of total or partial incapacity be required if the termination for Cause is due to physical or mental illnessconduct described in clause (iii) of the second sentence of this Section 7(c).

Cause. The Chairman of the Board or the Board terminates Employee for Cause. For purposes hereofof this Agreement, a termination by the Company for Chairman of the Board or the Board shall have "Cause" shall mean termination to terminate Employee upon (i) the willful and continued failure by action of at least two-thirds of Employee to perform substantially his duties with the members Company (other than any such failure resulting from his incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Employee by the Chairman of the Board of Directors or the Board which specifically identifies the manner in which the Chairman of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying Board or the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and Board believes that Employee has not substantially performed his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjectsduties, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other the willful engaging by Employee in misconduct by Executive in respect which is materially and demonstrably injurious to the Company. For purposes of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to performno act, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act, on the Executive. "Cause" part of Employee shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done done, or omitted by him intentionally to be done, in bad faith and without his reasonable belief that his action Employee's act or inaction omission was in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without (1) reasonable notice to Employee setting forth the reason for the Chairman of the Board's or the Board 's intention to terminate for Cause, (2) an opportunity for Employee, together with his counsel, to be heard before the Chairman of the Board or the Board, and shall not include failure (3) delivery to act by reason Employee of total a Notice of Termination, as defined below, from the Chairman of the Board or partial incapacity due to physical the Board finding that in the good faith opinion of the Chairman of the Board or mental illnessthe Board , Employee was guilty of conduct set forth above, and specifying the particulars thereof in detail.

Cause. The Company may terminate the Executive's employment hereunder at any time for Cause. For purposes hereofof this Agreement, a termination by the Company for shall have "Cause" shall mean termination to terminate the Executive's employment hereunder upon (A) the engaging by action of at least two-thirds the Executive in willful misconduct which is demonstrably and materially injurious to the Company, or (B) the conviction of the members Executive of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjectswith all appeals related to such conviction having been exhausted. For purposes of this paragraph, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to performno act, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act, on the Executive. "Cause" 's part shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done done, or omitted to be done, by him intentionally not in good faith and without his reasonable belief that his action or inaction omission was in the best interests interest of the Company. The Executive shall not be deemed to have been terminated for Cause unless the Company shall have given or delivered to the Executive (i) reasonable notice (the "Preliminary Notice") setting forth, in reasonable detail the facts and circumstances claimed to provide a basis for termination for Cause, (ii) an opportunity for the Executive to cure any action alleged as the basis for termination under clause (A) above, (iii) a reasonable opportunity for the Executive, together with his counsel, to be heard before the Board, and (iv) a Notice of Termination stating that, in the good faith opinion of not less than a majority of the entire membership of the Board, the Executive was guilty of conduct set forth in clauses (A) or (B) above, and specifying the particulars thereof in detail. Upon receipt of the Preliminary Notice, the Executive shall not include failure have thirty (30) days in which to act by reason of total appear before the Board with counsel, or partial incapacity due take such other action as he may deem appropriate, and such thirty (30) day period is hereby agreed to physical or mental illnessas a reasonable opportunity for the Executive to be heard.

Cause. For purposes hereof, a termination Termination by the Company Bank of the Executive's employment for "Cause" shall mean termination upon (i) the failure of Employee to observe or perform (other than by action reason of at least two-thirds illness, injury or incapacity) any of the members material terms or provisions of this Agreement; (ii) the failure of Employee to comply fully with the lawful directives of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying Bank (the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or Board"); (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions misconduct; (iv) material neglect of the Board business of Directors following thirty days' prior written the Bank; (v) conviction of a felony or other crime involving moral turpitude; (vi) misappropriation of funds; or (vii) habitual insobriety or drug addiction. In the case of a termination for "cause," the notice to Executive of his refusal to perform, termination shall specify the basis for the Bank's determination of "cause." Any act or failure to attempt act based upon authority given pursuant to perform such duties and which during such thirty day period such refusal a resolution duly adopted by the Board or failure based upon the advice of counsel for the Bank shall be conclusively presumed to attempt is not cured be done, or omitted to be done, by the Executive. "Cause" 's attention to matters not directly related to the business of the Bank shall not include provide a bona fide disagreement over a corporate policybasis for termination for Cause. Notwithstanding the foregoing, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" deemed to have been terminated for Cause unless done or omitted and until there shall have been delivered to him a copy of a resolution duly adopted by him intentionally the affirmative vote of a majority of the Board at a meeting of the Board called and without held for such purpose (after reasonable notice to the Executive and an opportunity for him, together with his reasonable belief counsel, to be heard before the Board), finding that his action or inaction was in the best interests good faith opinion of the Company, Board the Executive was guilty of the conduct set forth above and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessspecifying the particulars thereof in detail.

Cause. For purposes hereofThe term “Cause” shall mean shall mean that the Board, acting in good faith based upon the information then known to the Company, determines that Executive has (A) engaged in or committed willful misconduct; (B) engaged in or committed theft, fraud or other illegal conduct; (C) refused or demonstrated an unwillingness to substantially perform the Executive’s duties for a termination 30-day period after written demand for substantial performance that refers to this definition and is delivered by the Company for "Cause" shall mean termination or Apria that specifically identifies the manner in which the Company believes Executive has not substantially performed the Executive’s duties; (D) refused or demonstrated an unwillingness to reasonably cooperate in good faith with any Company or government investigation or investigation by action the Company or its Subsidiaries or provide testimony therein (other than such failure resulting from Executive’s disability); (E) engaged in or committed insubordination; (F) engaged in or committed any willful act that is likely to and which does in fact have the effect of at least two-thirds of injuring the members of the Board of Directors reputation or business of the Company at a meeting duly called and held upon at least 15 days' prior written notice or its Subsidiaries; (G) willfully violated the Executive’s fiduciary duty or the Executive’s duty of loyalty to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any its Subsidiaries or the Code of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, Ethical Business Conduct of the Company or its Subsidiaries in any of its subsidiaries material respect; (H) used alcohol or drugs (other than drugs prescribed to public ridicule or embarrassment, (ii) fraud or other willful misconduct Executive by a physician and used by Executive for their intended purpose for which they had been prescribed) in respect a manner which materially and repeatedly interferes with the performance of his obligations under this Agreement, the Executive’s duties hereunder or which has the effect of materially injuring the reputation or business of the Company or its Subsidiaries; or (iiiI) willful refusal engaged in or continuing failure to attempt, without proper cause and, other than by reason committed a material breach of illness, to follow the lawful directions this Agreement (including any beach of the Board provisions of Directors following thirty days' prior Appendix A) for a 30-day period after written notice notification is delivered by the Company that specifically refers to this definition and identifies the manner in which the Company believes Executive has materially breached this Agreement or any other employment agreement. For purposes of his refusal to performthe foregoing sentence of this paragraph, no act, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the act, on Executive. "Cause" ’s part shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" willful unless done or omitted to be done, by him intentionally and not in good faith or without his reasonable belief that his action or inaction omission was in the best interests interest of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.

Cause. For purposes hereofDuring the Period of Employment, a “Cause” means termination upon (i) the willful and continued failure by the Employee to perform substantially her duties with the Company (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness) after a demand for "Cause" shall mean termination a substantial performance is delivered to the Employee by action of at least two-thirds of the members of the Board of Directors Chief Executive Officer of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying (“CEO”) which specifically identifies the particulars of manner in which the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or CEO believes that the Employee has not involving the Company or any of its subsidiaries) involving moral turpitude which subjectssubstantially performed her duties, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other the willful misconduct engaging by Executive the Employee in respect illegal conduct which is materially and demonstrably injurious to the Company. For purposes of his obligations under this AgreementSection 2(a), or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to performno act, or failure to attempt act, on the part of the Employee shall be considered “willful” unless done, or omitted to perform such duties be done, by the Employee in bad faith and which during such thirty day period such refusal without reasonable belief that the Employee's action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to attempt is not cured act, based upon authority given pursuant to a resolution duly adopted by the Executive. "Cause" Board or based upon the advice of counsel for the Company shall not include a bona fide disagreement over a corporate policybe conclusively presumed to be done, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted to be done, by him intentionally the Employee in good faith and without his reasonable belief that his action or inaction was in the best interests of the Company. Notwithstanding the foregoing, and the Employee shall not include failure be deemed to act have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by reason the affirmative vote of total not less than three quarters of the entire membership of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Employee and an opportunity for her, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Employee was guilty of the conduct set forth above in (i) or partial incapacity due to physical or mental illness(ii) of this Section 2(a) and specifying the particulars thereof in detail.

Cause. For purposes hereofThe Bank may terminate the Executive’s employment for Cause (a “Termination for Cause”) at any time after notice to the Executive setting forth in reasonable detail the nature of the Cause and after an opportunity for the Executive, a termination together with her counsel, to be heard before the Board of Directors. The following, as determined by the Company Board of Directors in its reasonable judgment, shall constitute Cause for "Cause" shall mean termination by action of at least employment: (i) the Executive’s deliberate dishonesty with respect to the Bank or any subsidiary or affiliate thereof; or (ii) conviction of a crime related to banking activity or moral turpitude; or (iii) gross and willful failure to perform (other than on account of a medically determinable disability which renders the Executive incapable of performing such services) a substantial portion of the Executive’s duties and responsibilities as an officer of the Bank, which failure continues for more than thirty (30) days after written notice given to the Executive pursuant to a two-thirds (2/3) vote of all of the members of the Board of Directors then in office, such vote to set forth in reasonable detail the nature of such failure; or (iv) the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying willful engaging by the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect illegal or gross misconduct which is materially and demonstrably injurious to the Bank or the Company. For purposes of his obligations under this Agreementprovision, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, no act or failure to attempt act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured be done, by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action in bad faith or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his the Executive’s action or inaction omission was in the best interests of the CompanyBank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or a senior officer of the Bank, or based upon the advice of counsel for the Bank, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Bank. Notwithstanding the foregoing, the Executive shall not include failure be deemed to act have been discharged for “Cause” unless and until there shall have been delivered to her a copy of a certification by reason the Clerk of total or partial incapacity due the Bank that two-thirds (2/3) of the entire Board of Directors found in good faith that the Executive was guilty of conduct which is deemed to physical or mental illnessbe Cause. In the event of a Termination for Cause, the Bank shall have no further obligation to the Executive, except as provided for in Section 6.2 of this Agreement.

Cause. For purposes hereof, a termination by the Company Termination for "“Cause" ” shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) Executive’s employment because of (ia) Executive's conviction any act or omission that constitutes a material breach by the Executive of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement; (b) the continued willful failure or refusal of the Executive to substantially perform the duties reasonably required of him as an employee of the Company; (c) any willful and material violation by the Executive of any Federal or state law or regulation applicable to the business of the Company, Parent or any of their respective subsidiaries, or the Executive’s conviction of a felony, or any willful perpetration by the Executive of a common law fraud that is materially injurious to the Company; or (iiid) any other willful refusal misconduct by the Executive which is materially injurious to the financial condition or continuing failure business reputation of, or is otherwise materially injurious to, the Company, the Parent or any of their respective subsidiaries or affiliates; provided, however , that (x) the good faith performance by the Executive of the duties required of him pursuant to attemptthis Agreement, without proper cause and, other than (y) any act or omission of the Executive based upon authority given by reason of illness, or pursuant to follow the lawful directions an action of the Board or upon the advice of Directors following thirty days' prior counsel for the Company or (z) any disagreement with respect to the advisability, timing or implementation of the sale of any capital stock or assets of the Company or Parent, shall be conclusively presumed not to be willful or to constitute a failure or refusal on the part of the Executive (it being understood that clause (z) above is not intended to be exclusive with respect to the extent to which disagreements in policy will be presumed not to be willful or to constitute a failure or refusal on the part of the Executive); provided further, however, that if any such Cause relates to the Executive’s obligations under this Agreement, the Company shall not terminate the Executive’s employment hereunder unless the Company first gives the Executive written notice of its intention to terminate and of the grounds for such termination, and the Executive has not, within 20 business days following receipt of his refusal the notice, cured such Cause, to performthe reasonable satisfaction of the Board, or in the event such Cause is not susceptible to cure within such 20-business day period, the Executive has not taken all reasonable steps within such 20-business day period to cure such Cause, to the reasonable satisfaction of the Board, as promptly as practicable thereafter. For purposes of this Section 5.5, no act, or failure to attempt to perform such duties and which during such thirty day period such refusal act, on the Executive’s part shall be deemed “willful” unless committed, or failure to attempt is not cured omitted, by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessbad faith.

Cause. For purposes hereof, “Cause” shall mean the following: (i) a termination willful breach in any material respect by Executive of a fiduciary duty to the Company or to an Affiliate; (ii) a conviction of Executive (or a plea of guilty or a plea of nolo contendere in lieu thereof) by a court of competent jurisdiction for "Cause" shall mean termination by action of at least two-thirds any felony or, with respect to his employment, for a crime involving fraud, embezzlement, dishonesty or moral turpitude, from which conviction no further appeal may be taken; (iii) the failure of the members Executive to substantially follow the reasonable and lawful written instructions or policies of the Board of Directors or of the Company at a meeting duly called and held upon at least 15 days' prior written notice with respect to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled services to be present rendered and given reasonable opportunity the manner of rendering such services by Executive; (iv) the willful failure of Executive to be heard) because of (i) Executive's conviction of render any felony (whether or not involving material services to the Company or to an Affiliate in accordance with any of its subsidiaries) involving moral turpitude employment or similar arrangement to which subjects, or if generally known, would Executive is subject, which failure amounts to a material neglect of Executive’s duties to the Company or any to an Affiliate. Notwithstanding the foregoing, Executive’s employment shall not be deemed to have been terminated for Cause unless (A) reasonable notice shall have been given to him setting forth in detail the reasons for the Company’s intention to terminate for Cause, and if such Termination is pursuant to clause (i), (iii) or (iv) above and such breach or action is curable, only if Executive has been provided a period of its subsidiaries thirty (30) days from receipt of such notice to public ridicule cease the actions or embarrassmentinactions or otherwise cure such breach, and he has not done so; (B) an opportunity shall have been provided for the Executive to be heard before the Board; and (C) if such Termination is pursuant to clause (i), (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure above, delivery shall have been made to attempt, without proper cause and, other than by reason Executive of illness, to follow a notice of Termination from the lawful directions Board finding that in the good faith opinion of a majority of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by (excluding the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from if applicable) that the Board of Directorscondition set forth in clause (i), which directions are consistent with the provisions of this Agreement. Action (ii) or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness(iii) above has been satisfied.

Cause. For purposes hereof, a termination by the Company for The term "Cause" shall mean termination by action of at least two-thirds of the members Executive's employment because of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of Executive's (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, personal dishonesty; (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or material incompetence; (iii) willful refusal or continuing misconduct; (iv) breach of fiduciary duty involving personal profit; (v) intentional failure to attemptperform stated duties; (vi) willful violation of any law, without proper cause andrule, regulation (other than by reason traffic violations or similar offenses) or final cease and desist order; or (vii) material breach of illnessany material provision of this Agreement. In determining material incompetence, to follow the lawful directions acts or omissions shall be measured against standards generally prevailing in the savings institutions industry. For purposes of the Board of Directors following thirty days' prior written notice to Executive of his refusal to performthis subsection, no act, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the act, on Executive. "Cause" 's part shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done done, or omitted by him intentionally to be done, not in good faith and without his reasonable belief that his the action or inaction omission was in the best interests of the Company or its affiliates. Executive shall be entitled to thirty (30) days' prior written notice (the "Notice of Termination") of the Bank's intention to terminate Executive's employment for Cause, and such Notice of Termination shall specify the grounds for such termination, afford the Executive a reasonable opportunity to cure any conduct or act (if curable) alleged as grounds for such termination; provide the Executive with a reasonable opportunity to present to the Board of Directors of the Company, and together with counsel, the Executive's position regarding any dispute relating to the existence of such Cause. Executive shall not include failure be deemed to act have been terminated for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by reason the affirmative vote of total not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or partial incapacity due other benefits for any period after termination for Cause. Any stock options or limited rights granted to physical Executive under any stock option plan or mental illnessany unvested awards granted under any other stock benefit plan of the Bank, the Company or any subsidiary thereof, shall become null and void effective upon Executive's Date of Termination for Cause.

Cause. The Company, acting pursuant to a resolution adopted by the Required Board Majority, may terminate the Executive's employment during the Employment Period with or without Cause. For purposes hereofof this Agreement, a termination by the Company for "Cause" shall mean the Company's termination pursuant to a resolution adopted by action of at least two-thirds the Required Board Majority of the members Executive's employment for any of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of following: (i) the Executive's final conviction of any a felony (whether or not involving crime against the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or the Executive's deliberate and intentional continuing failure to attempt, without proper cause and, other than substantially perform his duties and responsibilities hereunder (except by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial 's incapacity due to physical or mental illnessillness or injury) for a period of 45 days after the Required Board Majority has delivered to the Executive a written demand for substantial performance hereunder which specifically identifies the bases for the Required Board Majority's determination that the Executive has not substantially performed his duties and responsibilities hereunder (that 45-day period being the "Grace Period"); provided, that for purposes of this clause (ii), the Company shall not have Cause to terminate the Executive's employment unless (A) at a meeting of the New Parent Board called and held following the Grace Period in the city in which the Company's principal executive offices are located, of which the Executive was given not less than 10 days' prior written notice and at which the Executive was afforded the opportunity to be represented by counsel, to appear and to be heard, the Required Board Majority shall adopt a written resolution that (1) sets forth the Required Board Majority's determination that the failure of the Executive to substantially perform his duties and responsibilities hereunder has (except by reason of his incapacity due to physical or mental illness or injury) continued past the Grace Period and (2) specifically identifies the bases for that determination, and (B) the Company, at the written direction of the Required Board Majority, shall deliver to the Executive a Notice of Termination for Cause to which a copy of that resolution, certified as being true and correct by the secretary or any assistant secretary of the Company, is attached.

Cause. For purposes hereof, a termination The Company may terminate your employment for Cause as provided below. Termination of your employment by the Company for "“Cause" ” shall mean termination upon (A) the Willful and continued failure by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice you substantially to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" perform your duties (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or any such failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions resulting from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial your incapacity due to physical or mental illness); (B) your Willful engagement by you in illegal misconduct materially and demonstrably injurious to the Company or the Bank; (C) your Willful material breach of a material written policy of the Company or the Bank; or (D) your conviction of, or plea of guilty or nolo contendere to, (i) a felony or (ii) a crime involving moral turpitude or fraud involving the assets of the Company or the Bank. For purposes of this paragraph, no act, or failure to act, on your part shall be considered “Willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interest of the Company. Notwithstanding the foregoing, no event or condition described in the foregoing (A) through (C) shall constitute Cause unless (x) within ninety (90) days from the Board first acquiring actual knowledge of the existence of the Cause condition, there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in clauses (A) through (C) in this paragraph and specifying the particulars thereof in detail; (y) such grounds for termination (if susceptible to correction) are not corrected by you within thirty (30) days of your receipt of such notice (or, in the event that such grounds cannot be corrected within such thirty (30)-day period, you have not taken all reasonable steps within such thirty (30)-day period to correct such grounds as promptly as practicable thereafter); and (z) the Board terminates your employment with the Company and the Bank immediately following the expiration of such thirty (30)-day period. For purposes of the foregoing, any attempt by you to correct a stated Cause shall not be deemed an admission by you that the Board’s assertion of Cause is valid.

Cause. The Company may terminate the Executive’s employment during the Term for Cause. For purposes hereofof this Agreement, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the continued failure by the Executive to perform material responsibilities and duties toward the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or any such failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by resulting from the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial ’s incapacity due to physical or mental illness), (ii) the engaging by the Executive in willful or reckless conduct that is demonstrably injurious to the Company monetarily or otherwise, (iii) the conviction of the Executive of a felony, (iv) the commission or omission of any act by the Executive that is materially inimical to the best interests of the Company and that constitutes on the part of the Executive common law fraud or malfeasance, misfeasance, or nonfeasance of duty; provided, however, that Cause shall not include the Executive’s lack of professional qualifications, or (v) the Executive’s violation of any of the terms of this Agreement, including, without limitation, Section 6(b) and (c). For purposes of this Agreement, an act, or failure to act, on the Executive’s part shall be considered “willful” or “reckless” only if done, or omitted, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interest of the Company. The Executive’s employment shall not be deemed to have been terminated for Cause unless the Company shall have given or delivered to the Executive (A) reasonable notice setting forth the reasons for the Company’s intention to terminate the Executive’s employment for Cause, (B) a reasonable opportunity, at any time during the 30-day period after the Executive’s receipt of such notice, for the Executive, together with the Executive’s counsel, to be heard before the Board, and (C) a Notice of Termination (as defined in Section 4 below) stating that, in the good faith opinion of not less than a majority of the entire membership of the Board, the Executive was guilty of the conduct set forth in clauses (i), (ii), (iii), or (iv) of the first sentence of this Section 3(c).

Cause. For purposes hereof, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of Executive’s (i) Executive's conviction commission of any felony (whether or not involving the Company a felony, a crime of moral turpitude or any of its subsidiaries) involving moral turpitude which subjectscrime committed against MFA, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, other than traffic violations; (ii) fraud engagement in willful misconduct, willful or other willful misconduct by Executive gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in respect each case in connection with the performance of his obligations duties under this Agreement, or ; (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, adhere to follow the lawful directions of the Board of Directors following thirty days' that are reasonably consistent with his duties and position provided for herein; (iv) breach in any material respect of any of the provisions of Section 7 of this Agreement; or (v) breach in any material respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoing, (i) the Executive shall be given written notice of any action or failure to act that is alleged to constitute Cause (a “Default”), and an opportunity for 20 business days from the date of such notice in which to cure such Default, such period to be subject to extension in the discretion of the Board of Directors and (ii) regardless of whether the Executive is able to cure any Default, the Executive shall not be deemed to have been terminated for Cause without (A) reasonable prior written notice to the Executive setting forth the reasons for the decision to terminate the Executive for Cause, (B) an opportunity for the Executive, together with his counsel, to be heard by the Board of Directors and (C) delivery to the Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured a Notice of Termination approved by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, stating its good faith opinion that the Executive has engaged in actions or conduct described in the preceding sentence, which directions are consistent with notice specifies the provisions particulars of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his such action or inaction was conduct in reasonable detail; provided, however, MFA may suspend the best interests Executive with pay until such time as his right to appear before the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two weeks of the Company, and shall not include failure to act by reason date of total or partial incapacity due to physical or mental illnesssuspension.

Cause. The Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes hereofof this Agreement, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of mean: (i) any act of material insubordination on the part of the Executive's conviction ; (ii) the engaging by the Executive in misconduct, including but not limited to, any type of any felony (whether or not involving sexual harassment which is materially and demonstrably injurious to the Company or any of its subsidiariesdivisions, subsidiaries or affiliates, monetarily or otherwise; (iii) involving moral turpitude which subjectsany conviction of, or if generally knownplea of guilty or nolo contendere to, would subject, the Executive with respect to a felony (other than a traffic violation); (iv) the commission (or attempted commission) of any act of fraud or dishonesty by the Executive which is materially detrimental to the business or reputation of the Company or any of its divisions, subsidiaries or affiliates; or (v) Executive engages in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to public ridicule or embarrassment, (ii) fraud or other willful misconduct material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002. The right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company for a material breach by the Executive in respect of his obligations under this Agreement, or Agreement (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive“Material Breach”). "Cause" A termination for Cause shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent take effect unless there is compliance with the provisions of this Agreementparagraph. Action or inaction by Executive shall not be considered "willful" unless done given written notice by the Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or omitted by him intentionally acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and without his reasonable belief that his action or inaction was in the best interests (B) to be given within 90 days of the Company’s learning of such act or acts or failure or failures to act. Executive shall have 20 days after the date that such written notice has been given to him in which to cure such conduct, and to the extent such cure is possible. If he fails to cure such conduct, Executive shall not include failure then be entitled to act a hearing before the Board of Directors (the “Board”). Such hearing shall be held within 25 days of such notice to Executive, provided he requests such hearing within 10 days of the written notice from the Company of the intention to terminate him for Cause. If, within five days following such hearing, Executive is furnished written notice by reason the Board confirming that, in its judgment, grounds for Cause on the basis of total or partial incapacity due to physical or mental illnessthe original notice exist, he shall thereupon be terminated for Cause.

Cause. For purposes hereof, a termination Termination by the Company of your employment for "“Cause" ” shall mean termination upon (A) the willful and continued failure by action of at least two-thirds of you to perform substantially your duties with the members of Company (other than any such failure resulting from your incapacity due to physical or mental illness) after a demand for substantial performance is delivered to you by an officer or other person authorized by the Board of Directors of to act on its behalf in this matter which specifically identifies the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at manner in which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or it is believed that you have not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreementsubstantially performed your duties, or (B) the willful engaging by you in illegal conduct which is materially and demonstrably injurious to the Company. For purposes of this paragraph (iii) willful refusal or continuing failure to attempt), without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to performno act, or failure to attempt act, on your part shall be considered “willful” unless done, or omitted to perform such duties and which during such thirty day period such refusal be done, by you without reasonable belief that your action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to attempt is not cured act, based upon authority given pursuant to a resolution duly adopted by the Executive. "Cause" Board or based upon the advice of counsel for the Company shall not include a bona fide disagreement over a corporate policybe conclusively presumed to be done, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted to be done, by him intentionally you in good faith and without his reasonable belief that his action or inaction was in the best interests of the Company, and . It is also expressly understood that your attention to matters not directly related to the business of the Company shall not include failure provide a basis for termination for Cause so long as the Board has approved your engagement in such activities. Notwithstanding the foregoing, you shall not be deemed to act have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by reason the affirmative vote of total not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of the conduct set forth above in (A) or partial incapacity due to physical or mental illness(B) of this paragraph (iii) and specifying the particulars thereof in detail.

Cause. For purposes hereof, a termination Termination by the Company of your employment for "“Cause" ” shall mean termination upon (a) the willful and continued failure by action of at least two-thirds of the members of the Board of Directors of you to substantially perform your reasonably assigned duties with the Company at a meeting duly called and held upon at least 15 days' consistent with those duties assigned to you prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" Change in Control (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or any such failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions resulting from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial your incapacity due to physical or mental illness) which failure shall not have been corrected within thirty (30) days after a demand for substantial performance is delivered to you by the Chairman of the Board or President of the Company which specifically identifies the manner in which such executive believes that you have not substantially performed your duties, or (b) the willful engaging by you in illegal conduct which is materially and demonstrably injurious to the Company. For purposes of this paragraph 4.2, no act, or failure to act, on your part shall be considered “willful” unless done, or omitted to be done, by you in knowing bad faith and without reasonable belief that your action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the corporation. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of the conduct set forth above in (a) or (b) of this paragraph 4.2 and specifying the particulars thereof in detail.

Cause. The Company may terminate Executive’s employment during the Employment Period either with or without Cause. For purposes hereofof this Agreement, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's ’s continued intentional failure or refusal to materially abide by the terms and conditions of this Agreement or perform substantially Executive’s assigned duties (other than as a result of total or partial mental or physical incapacity); (ii) Executive’s engagement in willful misconduct, including without limitation, fraud, embezzlement, theft or dishonesty, in the course of Executive’s employment with the Company; (iii) Executive’s conviction of, or plea of any guilty or nolo contendere to a felony or a crime (whether other than a felony) that involves moral turpitude or not involving a breach of trust or fiduciary duty owed to the Company or any of its subsidiariesaffiliates; (iv) involving moral turpitude which subjectsa material breach of the restrictive covenants in this Agreement; or (v) a material breach of the Company’s Code of Conduct or another policy of the Company applicable to Executive, that does, or if generally knowncould reasonably be expected to, would subjectresult in material harm to the Company, including reputational harm; provided that no act or failure to act, on the Company part of Executive, will be considered “willful” or any of its subsidiaries “intentional” unless it is done, or omitted to public ridicule or embarrassmentbe done, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, bad faith or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his Executive’s action or inaction omission was in the best interests of the Company and its affiliates or if done based on the direction of the Board or on advice of counsel to the Company. If an action or omission constituting Cause is curable, and Executive may be terminated under such clauses only if Executive has not cured such action or omission within thirty (30) days following written notice thereof from the Company. Further, Executive shall not include failure be deemed to act be discharged for Cause unless and until there is delivered to Executive a copy of a resolution duly adopted by reason the affirmative vote of total not less than a majority (or partial incapacity due 75% if such higher threshold is applicable pursuant to physical or mental illnessSection 3(e)) of the entire membership of the Board, at a meeting called and duly held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel for Executive, to be heard before the Board), finding in good faith that Executive is guilty of the conduct set forth above and specifying the particulars thereof in detail.

Cause. For purposes hereof, a termination by the The Company for "Cause" shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called may terminate this Agreement and held upon at least 15 days' prior Executive's employment 30 days after written notice to Executive specifying the particulars of the action or inaction alleged to constitute for "Cause" (and at ", which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of shall be: (i) Executive's conviction willful and material breach of any felony this Agreement (whether or not involving which remains uncured at the Company or any end of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, such 30-day period); (ii) fraud Executive's gross negligence in the performance or other willful misconduct by Executive intentional nonperformance (in respect either case continuing for 30 days after receipt of his obligations under this Agreement, or written notice of need to cure) of any of Executive's material duties and responsibilities hereunder; (iii) willful refusal Executive's dishonesty or continuing failure fraud with respect to attemptthe business, without proper cause and, other than reputation or affairs of an AMPAM Company which materially and adversely affects an AMPAM Company (monetarily or otherwise); or (iv) Executive's conviction of a felony crime involving moral turpitude. Any termination for Cause must be approved by reason a majority of illness, to follow the lawful directions eligible members of the Board (For this purpose, any member of Directors following thirty days' prior written notice the Board reasonably believed by a majority of the Board to be at fault in the events leading the Board to consider terminating Executive for Cause shall also be excluded, including Executive if Executive is a member of his refusal to performthe Board.). For purposes hereof no act, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured act, on Executive's part shall be deemed "willful" unless found by the Board, in its discretion, to be done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive's action or omission was in the best interest of the Company. "Cause" shall not include a bona fide disagreement over a corporate policyNotwithstanding the foregoing, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" deemed to have been terminated for Cause unless done or omitted and until there shall have been delivered to Executive a copy of a resolution duly adopted by him intentionally and without his reasonable belief that his action or inaction was the Board, finding that, in the best interests good faith discretion of the CompanyBoard, Executive was guilty of conduct set forth above and specifying the particulars thereof in detail. In the event of a termination for Cause, Executive shall not include failure have no right to act by reason of total or partial incapacity due to physical or mental illnessany severance compensation.

Cause. For purposes hereof, a termination Termination of employment by the Company for "Cause" Cause shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice be deemed to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of have occurred only if (i) Executive's conviction termination shall have been the result of any (A) an act or acts of dishonesty on your part constituting a felony (whether and intended to result directly or not involving indirectly in substantial gain or personal enrichment to you at the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests expense of the Company, or (B) your willful and shall not include continued failure substantially to act by reason perform your duties as an officer of total or partial the Company as such duties exist at the time of a Change in Control (other than any such failure resulting from your incapacity due to physical or mental illness), after a demand for substantial performance is delivered to you by the Board of Directors which specifically identifies the manner in which the Board believes that you have not substantially performed your duties and you are given a reasonable time after such demand substantially to perform your duties, and (ii) there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board of Directors at a meeting of the Board called and held for the purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in clause (i)(A) or (i)(B) of this sentence and specifying the particulars thereof in detail. Your employment shall in no event be considered to have been terminated by the Company for Cause if the act or failure to act upon which such termination is based (i) was done or omitted to be done (A) as a result of bad judgment or negligence on your part, or (B) without intent of gaining therefrom directly or indirectly a profit to which you were not legally entitled or (C) as a result of your good faith belief that such act or failure to act was not opposed to the interests of the Company, or (ii) is an act or failure to act in respect of which you meet the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the By-laws of the Company or the laws of the state of its incorporation or the directors' and officers' liability insurance of the Company, in each case as in effect at the time of such act or failure to act.

Cause. Company may terminate Xxxxxx'x employment during the term of this Agreement for Cause. For purposes hereofof this Agreement, a termination by the Company for "Cause" shall mean termination mean: (i) Xxxxxx being convicted of a felony; (ii) a willful act of taken by action Xxxxxx in an intentional act of at least two-thirds fraud, embezzlement, theft or any other material violation of law that occurs during or in the members course of employment with company in connection with his responsibilities; (iii) the willful and continued failure of Xxxxxx to perform substantially his duties with Company or its affiliates (other than any such failure resulting from Disability), after a written demand for substantial performance is delivered to Xxxxxx by the Board of Directors of which specifically identifies the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at manner in which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice believe Xxxxxx has not substantially performed Xxxxxx'x duties and Xxxxxx has not performed such duties within 30 days of such notice, or (iv) the willful engaging by Xxxxxx in illegal conduct or gross misconduct which is materially and demonstrably injurious to Executive Company. For purposes of his refusal to performthis provision, no act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act, on the Executive. "Cause" part of Xxxxxx, shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done it is done, or omitted to be done, by him intentionally and Xxxxxx in bad faith or without his reasonable belief that his Xxxxxx'x action or inaction omission was in the best interests of Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors based upon the advice of counsel for Company shall be conclusively presumed to be done, or omitted to be done, by Xxxxxx in good faith and in the best interests of Company. The cessation of employment of Xxxxxx shall not be deemed to be for Cause unless and until there shall have been delivered to Xxxxxx a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board of Directors at a meeting held for that purpose (after reasonable notice is provided to Xxxxxx and Xxxxxx is given an opportunity, together with counsel, to be heard before the Board of Directors), finding that, in the good faith opinion of the Board of Directors, Xxxxxx is guilty of the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessspecifying the particulars thereof in detail.

Cause. For purposes hereof, a termination by Employer may terminate the Company Employee's employment for ----- Cause. Termination for "Cause" shall mean termination by action of at least two-thirds because of the members Employee's (i) continued unsatisfactory job performance after written warning has been issued identifying deficiencies, (ii) misconduct that causes or is likely to cause material economic harm to Employer, Parent or their affiliated entities or that brings or is likely to bring material discredit to the reputation of Employer, Parent or any of their affiliated entities, as determined by the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassmentParent in good faith, (iiiii) fraud failure to substantially follow directions of senior management or other willful misconduct by Executive in respect the boards of directors of Employer or Parent that are consistent with his obligations duties under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to performprovided that no act, or failure to attempt act, on the Employee's part shall be deemed to perform such duties constitute Cause unless done, or omitted to be done, by the Employee not in good faith and which during such thirty day period such refusal without reasonable belief that the Employee's act, or failure to attempt act, was in or not opposed to the best interest of Employer, (iv) conviction of, or entry of a pleading of guilty or nolo contendre to, any crime involving moral turpitude or entry of an order duly issued by any federal or state regulatory agency having jurisdiction in the matter permanently prohibiting Employee from participating in the conduct of the affairs of Employer, Parent or their affiliated entities, or (v) any other material breach of any provision of this Agreement. Items (i), (ii), (iii) and (v) of this subsection shall not constitute Cause unless Employer or Parent notified the Employee thereof in writing, specifying in reasonable detail the basis therefor and stating that it is grounds for Cause. Furthermore, if the Employee's actions are curable, items (i), (ii), (iii) and (v) of this subsection shall not cured by constitute Cause unless the ExecutiveEmployee fails to cure such matter within 30 days after such notice is sent or given under this Agreement. It is understood that "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity perform due to physical or mental illnessa Disability.

Cause. For purposes hereof, a termination by the Company Employer may terminate Employee’s employment for "Cause" . Termination for “Cause” shall mean termination because of Employee’s (i)gross incompetence, (ii) willful misconduct that causes or is likely to cause material economic harm to Employer, Parent or their affiliated entities or that brings or is likely to bring material discredit to the reputation of Employer, Parent or any of their affiliated entities, as determined by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice Parent in good faith, (iii) failure to Executive specifying the particulars substantially follow directions of the action Executive Chairman (if any) and/or the general partner of Employer or inaction alleged to constitute "Cause" (and at which meeting Executive and the Board of Directors of Parent that are consistent with his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations duties under this Agreement, or (iii) willful refusal or continuing failure to attemptprovided, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to performthat no act, or failure to attempt act, on Employee’s part shall be deemed to perform such duties constitute Cause unless done, or omitted to be done, by Employee not in good faith and which during such thirty day period such refusal without reasonable belief that Employee’s act, or failure to attempt act, was in or not opposed to the best interest of Employer, (iv) conviction of, or entry of a pleading of guilty or nolo contendere to, any crime involving moral turpitude or entry of an order duly issued by any federal or state regulatory agency having jurisdiction in the matter permanently prohibiting Employee from participating in the conduct of the affairs of Employer, Parent or their affiliated entities, or (v) any other material breach of any provision of this Agreement. Items (i), (ii), (iii) and (v) of this Section shall not constitute Cause unless Employer or Parent notified Employee thereof in writing, specifying in reasonable detail the basis therefor and stating that it is grounds for Cause. Furthermore, if Employee’s actions are curable, items (i), (ii), (iii) and (v) of this Section shall not cured constitute Cause unless Employee fails to cure such matter within thirty (30) days after such notice is sent or given under this Agreement. Notwithstanding the previous sentence, if Employer has given notice to Employee of the same action covered by item (i), (ii), (iii), or (iv) on three separate occasions, Cause shall exist for terminating Employee upon the giving of the third notice, and Employee shall not have the right to cure such matter covered by the Executivethird notice. "It is understood that “Cause" ” shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity perform due to physical or mental illnessa Disability.

Cause. (i) Employer may terminate the Executive’s employment for Cause, if “Cause” as defined below exists. For purposes hereofof this Agreement, a termination “Cause” means with respect to the Executive: (A) her conviction of, or plea of nolo contendere, with respect to any felony; (B) her gross negligence or willful misconduct in the performance of her duties; (C) her material act of dishonesty or material violation of an applicable Employer policy, including, but not limited to, any code of ethics, business conduct or similar guidelines; or (D) her material act in the performance of her duties which is in bad faith and not in the best interests of the Employer. (ii) For purposes of this Section 4(b), any act, or failure to act, on the part of the Executive shall be considered in the best interests of the Employer if it is done, or omitted to be done, by her in good faith and with reasonable belief that her action or omission was in or not opposed to the best interests of the Employer. Any act, or failure to act, based upon prior approval given by the Company Board or based upon the advice of counsel for "the Employer shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Employer. A termination for Cause shall not take effect unless the provisions of this subclause (ii) are complied with. The Executive shall be given written notice by the Board of the intention to terminate her for Cause" , such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be given within 90 days of the Board’s learning of such act or acts or failure or failures to act. The Executive shall mean termination have 30 calendar days after the date that such written notice has been given to the Executive in which to cure such conduct. If she fails to cure such conduct, the Executive shall then be entitled to a hearing with her legal counsel before the Board, and, thereafter, upon a determination by action affirmative vote of at least twono fewer than three-thirds quarters of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "that Cause exists, she shall be terminated for Cause" . (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.c)

Cause. For purposes hereof, a termination by the The Company for "Cause" shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called may terminate this Agreement and held upon at least 15 days' prior Executive's employment 30 days after written notice to Executive specifying the particulars of the action or inaction alleged to constitute for "Cause" ", which shall be: (1) Executive's willful and material breach of this Agreement (which remains uncured at the end of such 30-day period); (2) Executive's gross negligence in the performance or intentional nonperformance (in either case continuing for 30 days after receipt of written notice of need to cure) of any of Executive's material duties and responsibilities hereunder; (3) Executive's dishonesty or fraud with respect to the business, reputation or affairs of an AMPAM Company which meeting Executive materially and his counsel were entitled to be present and given reasonable opportunity to be heard) because of adversely affects an AMPAM Company (imonetarily or otherwise); or (4) Executive's conviction of any a felony (whether or not involving the Company or any of its subsidiaries) crime involving moral turpitude which subjects, or if generally known, would subject, turpitude. Any termination for Cause must be approved by a majority of the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions eligible members of the Board (For this purpose, any member of Directors following thirty days' prior written notice the Board reasonably believed by a majority of the Board to be at fault in the events leading the Board to consider terminating Executive for Cause shall also be excluded, including Executive if Executive is a member of his refusal to performthe Board.). For purposes hereof, no act, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured act, on Executive's part shall be deemed "willful" unless found by the Board, in its discretion, to be done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive's action or omission was in the best interest of the Company. "Cause" shall not include a bona fide disagreement over a corporate policyNotwithstanding the foregoing, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" deemed to have been terminated for Cause unless done or omitted and until there shall have been delivered to Executive a copy of a resolution duly adopted by him intentionally and without his reasonable belief that his action or inaction was the Board, finding that, in the best interests good faith discretion of the CompanyBoard, Executive was guilty of conduct set forth above and specifying the particulars thereof in detail. In the event of a termination for Cause, Executive shall not include failure have no right to act by reason of total or partial incapacity due to physical or mental illnessany severance compensation.

Cause. For purposes hereofDuring the Period of Employment, a “Cause” means termination upon (i) the willful and continued failure by the Employee to perform substantially his/her duties with the Company (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness) after a demand for "Cause" shall mean termination a substantial performance is delivered to the Employee by action of at least two-thirds of the members of the Board of Directors Chief Executive Officer of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying (“CEO”) which specifically identifies the particulars of manner in which the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or CEO believes that the Employee has not involving the Company or any of its subsidiaries) involving moral turpitude which subjectssubstantially performed his/her duties, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other the willful misconduct engaging by Executive the Employee in respect illegal conduct which is materially and demonstrably injurious to the Company. For purposes of his obligations under this AgreementSection 2 (a), or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to performno act, or failure to attempt act, on the part of the Employee shall be considered “willful” unless done, or omitted to perform such duties be done, by the Employee in bad faith and which during such thirty day period such refusal without reasonable belief that the Employee’s action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to attempt is not cured act, based upon authority given pursuant to a resolution duly adopted by the Executive. "Cause" Board or based upon the advice of counsel for the Company shall not include a bona fide disagreement over a corporate policybe conclusively presumed to be done, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted to be done, by him intentionally the Employee in good faith and without his reasonable belief that his action or inaction was in the best interests of the Company. Notwithstanding the foregoing, and the Employee shall not include failure be deemed to act have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by reason the affirmative vote of total not less than three quarters of the entire membership of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Employee and an opportunity for him/her, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Employee was guilty of the conduct set forth above in (i) or partial incapacity due to physical or mental illness(ii) of this Section 2 (a) and specifying the particulars thereof in detail.

Cause. The Employer may terminate the Employee’s employment hereunder for Cause. For purposes hereofof this Agreement, a termination the term “Cause” shall mean: the occurrence of the events described in the following clauses (i) and (ii) herein, provided that no act or failure to act by the Company for "Cause" Employee shall mean termination by action of at least two-thirds of be deemed to constitute Cause if done, or omitted to be done, in good faith and with the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of reasonable belief that the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction omission was in the best interests of the Company, and shall not include failure to act by reason Employer: (i) at least two-thirds (2/3) of total the members of the Board (excluding for this purpose the Employee) determine that the Employee (A) was guilty of gross negligence or partial incapacity willful misconduct in the performance of the Employee’s duties for the Employer (other than due to the Employee’s physical or mental illnessincapacity), (B) breached or violated, in any material respect, any written agreement between the Employee and the Employer or any material policy in the Employer’s code of conduct or similar employee conduct policy (as amended from time to time), or (C) committed a substantial act of dishonesty or breach of trust with regard to the Employer, any of its subsidiaries or Affiliates, or (ii) the Employee is indicted of, or plead guilty or nolo contendre to, a felony or other crime of moral turpitude. Any determination made pursuant to clause (i) shall be made at a duly convened meeting of the Board (A) of which the Employee received written notice at least five (5) days in advance, which notice shall have set forth in reasonable detail the facts and circumstances claimed to provide a basis for a finding that one of the events described in subsection (i) above occurred, and (B) at which the Employee had a reasonable opportunity to make a statement and answer the allegations against the Employee; and either (A) the Employee was given a reasonable opportunity to take remedial action but failed or refused to do so, or (B) at least two-thirds (2/3) of the members of the Board (excluding for this purpose the Employee) also determined in good faith, at such meeting, that an opportunity to take remedial action would not have been meaningful under the circumstances. Notwithstanding the forgoing, any determination made by the Board relating to the characterization of the Employee’s termination of employment shall be subject to a de novo standard of review.

Cause. The Company and the Bank may terminate Xx. Xxxxx'x services as Chairman of the Board during the Continued Service for Cause. For purposes hereofof this Agreement, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the members Xx. Xxxxx'x services as Chairman because of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, willful conduct which is materially detrimental (monetarily or otherwise) to the Company and/or the Bank or material breach of any provision of this Agreement. Notwithstanding anything to the contrary herein, Xx. Xxxxx can only be removed as a director from the Boards of Directors of the Company and the Bank in accordance with the applicable provisions of the Articles of Incorporation and Bylaws of the Company or the Bank. For purposes of this provision, no act or failure to act, on the part of Xx. Xxxxx, shall be considered "willful" unless it is done, or omitted to be done, by him in bad faith or without reasonable belief that his action or omission was in the best interests of the Company and/or the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors of either the Company or the Bank or based upon the advice of counsel for the Company and/or the Bank shall be conclusively presumed to be done, or omitted to be done, by Xx. Xxxxx in good faith and in the best interests of the Company and the Bank. The cessation of the services of Xx. Xxxxx for conduct described the paragraph above shall not be deemed to be for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board of Directors of the Company and/or the Bank (excluding Xx. Xxxxx) at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written called and held for such purpose (after not less than ten (10) days advance notice is provided to Executive Xx. Xxxxx and he is given an opportunity, together with counsel chosen by him, to be heard before the Board of Directors), finding that, in the good faith opinion of the Board, Xx. Xxxxx is guilty of the conduct described above, and specifying the particulars thereof in detail. The Company and/or the Bank may suspend Xx. Xxxxx'x authority (with a continuation of his refusal to perform, or failure to attempt to perform such duties and which compensation as provided in Section 3 during such thirty day period such refusal or failure of suspension) after the provision of a notice of intention to attempt terminate his services for conduct described above and prior to the time he is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from given an opportunity to meet with the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive and any such suspension shall not be considered constitute "willfulGood Reason" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was as defined in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessSection 4(c) below.

Cause. For purposes hereofTermination of Executive’s employment for “cause” shall be deemed to have occurred if the Company follows the procedures set forth in this paragraph and terminates Executive’s employment on account of any one of the following: (i) Executive has engaged in willful and recurring misconduct in not following the legitimate directions of the Board of Directors of the Company; (ii) Executive has been convicted of a felony and all appeals from such conviction have been exhausted; (iii) Executive has engaged in habitual drunkenness; (iv) Executive has been excessively absent from work which absence is not related to disability, illness, sick leave or vacations; or (v) Executive has engaged in continuous conflicts of interest between his personal interests and the interests of the Company. If the Company proposes to terminate the employment of the Executive for Cause, the Company shall give written notice to the Executive specifying the reasons for such proposed determination with particularity and, in the case of a termination for Cause under clause (i) of this paragraph (including any breach of the provisions of paragraph 5 of this Agreement), (iii) or (iv), the Executive shall have a reasonable opportunity to correct any curable situation to the reasonable satisfaction of the Board of Directors of the Company, which period shall be no less than thirty (30) days from the Executive’s receipt of the notice of proposed termination. Notwithstanding the foregoing, the Executive’s employment shall not be terminated for Cause unless and until there shall be delivered to the Executive a copy of the resolution duly adopted by the Company for "Cause" shall mean termination by action affirmative vote of at least two-thirds not less than the majority of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written for the purpose (after reasonable notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and an opportunity for the Executive, together with his counsel were entitled legal counsel, to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from heard before the Board of Directors) finding that, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests opinion of the Company’s Board of Directors, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illnessthe Executive has engaged in conduct justifying a termination for Cause.

Cause. The Company may terminate the Executive's employment during the Employment Period only for Cause. For purposes hereofof this Agreement, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds mean: (i) the willful and continued failure of the members Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors or the Chief Executive Officer of the Company at a meeting duly called and held upon at least 15 days' prior written notice to which specifically identifies the manner in which the Board or Chief Executive specifying Officer believes that the particulars of Executive has not substantially performed the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjectsduties, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other the willful misconduct engaging by the Executive in respect illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of his obligations under this Agreementprovision, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, no act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act, on the part of the Executive. "Cause" , shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done it is done, or omitted to be done, by him intentionally and the Executive in bad faith or without his reasonable belief that his the Executive's action or inaction omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions or concurrence of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.specifying the particulars thereof in detail. (c)

Cause. The Company may terminate the Executive’s employment at any time, with Cause. For purposes hereofof this Agreement, a termination by the Company for "“Cause" ” shall mean termination by action the occurrence of at least two-thirds any of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of following: (i) the Executive's conviction of any felony ’s failure (whether except where due to a disability contemplated by subsection (b) hereof), neglect or not involving refusal to perform the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassmentduties required under this Agreement, (ii) fraud any breach of this Agreement by the Executive (or other any grossly negligent, willful misconduct or intentional act of the Executive) that injures the reputation or business of the Company or its affiliates in any material respect; (iii) material breach by the Executive in respect of his obligations under this Agreement; (iv) Executive’s gross negligence in the performance or intentional, material nonperformance of any of Executive’s material duties and responsibilities hereunder; (v) Executive’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company; (vi) the Executive’s indictment of, conviction of or pleading of no contest to a felony or any misdemeanor involving fraud; (vii) the commission by the Executive of an act of fraud or embezzlement or any other act involving the misappropriation of funds or assets; or (viii) chronic alcohol abuse or illegal drug use by Executive. Any act, or (iii) willful refusal or continuing failure to attemptact, without proper cause and, other than based upon authority given pursuant to a resolution duly adopted by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice or based upon the advice of counsel for the Company shall be conclusively presumed to Executive of his refusal to performbe done, or failure omitted to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policybe done, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally in good faith and without his reasonable belief that his action or inaction was in the best interests of the Company, and . Cause shall not include failure exist pursuant to act clause (i), (ii), (iii) or (iv) of this Section 6(c) unless the Executive has failed to correct the activity alleged to constitute Cause within ten (10) days following written notice from the Company of such activity, which notice shall specifically set forth the nature of such activity and the corrective action reasonably sought by reason the Company. Notwithstanding the foregoing, the termination of total or partial incapacity due the Executive’s employment for Cause shall be pursuant to physical or mental illnessthe action of the Board of Directors, taken in conformity with the Bylaws of the Company. In the event of Executive’s termination for Cause as set forth above, Executive shall not be entitled to any severance compensation.

Cause. For purposes hereof, a termination The Company shall have "Cause" to terminate the Executive's employment hereunder upon (1) the willful and continued failure by the Executive to substantially perform her duties hereunder after demand for substantial performance is delivered by the Company for "Cause" shall mean termination by action of at least two-thirds of that specifically identifies the members of the Board of Directors of manner in which the Company at a meeting duly called and held upon at least 15 days' prior written notice to believes the Executive specifying the particulars of the action has not substantially performed her duties, or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i2) Executive's conviction of, or plea of guilty or nolo contendre to, any felony crime (whether or not involving the Company Company) constituting a felony or any of its subsidiaries(3) involving moral turpitude the willful engaging by the Executive in misconduct which is materially injurious to the Company, monetarily or otherwise (including, but not limited to, conduct that constitutes competitive activity, as defined in Section 8) or which subjects, or if generally known, would subject, subject the Company or any of its subsidiaries to public ridicule or embarrassment. For purposes of this paragraph, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to performno act, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act, on the Executive. "Cause" 's part shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done done, or omitted to be done, by him intentionally not in good faith and without his reasonable belief that his her action or inaction omission was in the best interests interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause without (x) reasonable written notice to the Executive setting forth the reasons for the Company's intention to terminate for Cause, (y) an opportunity for the Executive, together with her counsel, to be heard before the Board, and shall not include failure (z) delivery to act by reason the Executive of total or partial incapacity due to physical or mental illnessa Notice of Termination, as defined in Section 5(c) hereof, from the Board finding that in the good faith opinion of the Board the Executive was guilty of any of the conduct set forth above in clauses (1)-(3) hereof, and specifying the particulars thereof in detail.

Cause. For purposes hereof, a termination Immediately upon written notice by the Company to the Employee of a termination for "Cause" . “Cause” shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of mean: (i) Executive's the Employee’s conviction of, or pleading of guilty to, or entering a plea of no contest to, any felony (whether or not involving the Company or any of its subsidiaries) crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, misrepresentation; (ii) fraud the Employee’s willful failure or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow carry out the reasonable and lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, concerning duties or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are actions consistent with the provisions Employee’s position; (iii) the Employee’s willful misconduct against the Company constituting fraud, embezzlement, misappropriation of funds or breach of fiduciary duty; (iv) the Employee’s gross or willful misconduct resulting in substantial loss to the Company or substantial damage to the Company’s reputation; (v) the Employee’s material and willful violation of any material reasonable rules, regulations, policies, directions or restrictions of the Company regarding employee conduct; or (vi) the Employee’s willful and material breach of any provision of this Agreement. Action For such purpose, no act or inaction omission to act by Executive the Employee shall not be considered "“willful" unless done or omitted by him intentionally ” if conducted in good faith and without his with a reasonable belief that his action such act or inaction omission was in the best interests of the Company. Any determination of Cause by the Company will be made by a resolution approved by a majority of the members of the Board (excluding the Employee), provided that no such determination may be made until the Employee has been given written notice detailing the specific Cause event, an opportunity to appear before the Board to refute such finding (with the assistance of counsel), and a period of thirty (30) days following such appearance to cure such event (if susceptible to cure) to the satisfaction of the Board. Notwithstanding anything to the contrary contained herein, the Employee’s right to cure shall not include failure to act apply if there are habitual or repeated breaches by reason of total or partial incapacity due to physical or mental illness.the Employee. (d)

Cause. The Employer has the right to terminate Executive’s employment for Cause by providing Executive with a Notice of Termination, and such termination will not be a breach of this Agreement by the Employer. For purposes hereofof this Agreement, a termination by “Cause” means the Company for "Cause" shall mean termination by action occurrence of at least two-thirds any one or more of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of following events: (i) Executive's ’s conviction of, or entry by Executive of a guilty or no contest plea to, a felony or crime involving moral turpitude; (ii) Executive’s willful commission of an act of fraud or willful dishonesty resulting in economic or financial injury to the Company, Employer, or any felony affiliate; (whether iii) Executive’s willful failure to substantially perform or gross neglect of Executive’s duties, including, but not involving limited to, the willful failure to follow any lawful directive of the Board, within the reasonable scope of Executive’s duties; (iv) Executive’s performance of acts materially detrimental to the Company, Employer, or any affiliate, unless such acts were made in good faith or were otherwise approved in advance by the Board; (v) Executive’s use of narcotics, alcohol, or illicit drugs in a manner that has or would reasonably be expected to have a material detrimental effect on Executive’s performance of his duties as an employee of the Company; (vi) Executive’s commission of a violation of the Code of Conduct of the Company or the Employer any of its subsidiaries) involving moral turpitude which subjectsother rule or policy adopted by the Company, the Employer, or if generally knownany affiliate which results in material injury to the Company, would subjectEmployer, the Company or any an affiliate; (vii) Executive’s material breach of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, including, but not limited to, any material breach by Executive of any covenant set forth in Section 9 hereof; or (iiiviii) any other willful refusal acts or continuing failure omissions which would reasonably be expected to attempt, without proper cause and, other than by reason of illness, be contrary to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and Employer, or an affiliate which has caused, or is likely to cause, material harm to one or more of them. Cause shall not include failure be deemed to act by reason exist with respect to clause (iii), clause (vi), clause (vii), and clause (viii) above unless (A) the Employer provides written notice to Executive of total or partial incapacity due the conduct giving rise to physical or mental illnessCause under the applicable clause within ninety (90) days after the Employer has actual knowledge of the existence of such conduct and (B) Executive fails to completely remedy the conduct so identified and, with respect to clause (vi), clause (vii) and clause (viii) any actual harm associated therewith within thirty (30) days after receipt of such notice.

Cause. For purposes hereofof this Agreement, a termination by the Company for "Cause" Cause shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's admission, confession, plea of "guilty" or "no contest" to or conviction in a court of law of any felony (whether involving misuse or not involving misappropriation of money or other properly of the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassmentCompany, (ii) fraud a willful act by Executive, which constitutes gross misconduct or other willful misconduct by Executive in respect of his obligations under this Agreementfraud, or (iii) a material and willful refusal or continuing failure to attempt, without proper cause and, breach by Executive of the duties and responsibilities of Executive hereunder (other than as a result of incapacity due to physical or mental illness) or any willful breach by reason Executive of illnessany material term of this Agreement, to follow the lawful directions of the Board of Directors following in each case if such breach is not cured within thirty days' prior (30) calendar days after written notice thereof to Executive of his refusal to perform, by the Company. No act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act on the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board part of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done it is done, or omitted to be done, by him intentionally and Executive in bad faith or without his reasonable belief that his action or inaction omission was in the best interests of the Company. A termination of Executive's employment for Cause shall be effected in accordance with the following procedures. The Company shall give Executive Notice of Termination, setting forth in reasonable detail the specific conduct of Executive that it considers to constitute Cause and the specific provision(s) of this Agreement on which it relies, and stating the date, time and place of the Board Meeting for Cause. The "Board Meeting for Cause" means a meeting of the Board at which Executive's termination for Cause will be considered, that takes place not less than ten (10) and not more than twenty (20) business days after Executive receives the Notice of Termination. Executive shall not include failure be given an opportunity, together with counsel, to act be heard at the Board Meeting for Cause. Executive's termination for Cause shall be effective when and if a resolution is duly adopted at the Board Meeting for Cause by reason a majority vote of total or partial incapacity due to physical or mental illnessthe entire membership of the Board, stating that in the good faith opinion of the Board, Executive conducted himself as described in the Notice of Termination, and that such conduct constitutes Cause under this Agreement.

Cause. For purposes hereofof this Agreement, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds mean: (i) the willful and continued failure of the members Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Parent Board of Directors (as defined herein) or the Chief Executive Officer of the Company at a meeting duly called and held upon at least 15 days' prior written notice to which specifically identifies the manner in which the Parent Board or the Chief Executive specifying the particulars Officer of the action or inaction alleged to constitute "Cause" (and at which meeting Company believes that the Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) has not substantially performed the Executive's conviction of any felony (whether duties; or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other the willful misconduct engaging by the Executive in respect illegal conduct or gross misconduct which is materially and demonstrably injurious to the TSF Group. For purposes of his obligations under this Agreementprovision, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, no act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by act, on the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from part of the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done it is done, or omitted to be done, by him intentionally and the Executive in bad faith or without his reasonable belief that his the Executive's action or inaction omission was in the best interests of the TSF Group. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Parent Board or upon the instructions of the Chief Executive Officer or a senior officer of Parent or the Company or based upon the advice of counsel for Parent or the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive, in good faith and in the best interests of the TSF Group. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Parent Board at a meeting of the Parent Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Parent Board), finding that, in the good faith opinion of the Parent Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail. As used in this Section, "Parent Board" means the board of directors of the Parent, except that in the event that the Parent no longer owns 50% of the outstanding voting securities of the Company, and then the Parent Board shall not include failure to act by reason mean the Board of total or partial incapacity due to physical or mental illnessDirectors of the Company.

Cause. The Company may terminate the Executive’s employment at any time during the Term for Cause or without Cause. For purposes hereofof this Agreement, “Cause” shall mean (1) Executive’s material failure to perform his job duties in accordance with Section 2(a) (other than as a termination result of physical or mental incapacity) that continues after written notice from the Board , (2) commission by the Executive of an intentional and material act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company for "Cause" shall mean termination as reasonably determined by action of at least two-thirds a majority of the members of the Board of Directors of after a hearing by the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying Board (which the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his legal counsel were entitled may attend) following ten (10) days’ notice to be present the Executive of such hearing, (3) a material and given reasonable opportunity intentional breach by the Executive of Sections 7 or 8 of this Agreement that is not cured with 15 days of written notice from the Board, (4) the Executive’s conviction or plea of no contest or nolo contendere for any felony or any crime involving fraud, dishonesty, or moral turpitude or causing material harm, financial or otherwise, to be heardthe Company, (5) because the willful refusal or intentional failure of the Executive to carry out, or comply with, in any material respect, any lawful and material written directive of the Board that is not cured after written notice from the Board, (i6) the Executive's conviction ’s unlawful use (including being under the influence) or possession of illegal drugs; or (7) the Executive’s willful and material violation of any felony (whether federal, state, or not involving local law or regulation applicable to the Company or any of its subsidiaries) involving moral turpitude business which subjects, or if generally known, would subject, demonstrably and materially adversely affects the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow that is not cured after written notice from the lawful directions Board. For purposes of the Board of Directors following thirty days' prior written notice to Executive of his refusal to performprevious sentence, no act or failure to attempt act on the Executive’s part shall be deemed “willful” unless done, or omitted to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured be done, by the Executive. "Cause" shall Executive not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally in good faith and without his reasonable belief that his the Executive’s action or inaction omission was in the best interests interest of the Company. The Company may suspend the Executive’s title and authority pending the hearing provided for above. For purposes of this Agreement, and a termination “without Cause” shall mean a termination by the Company of the Executive’s employment during the Term at the Company’s sole discretion for any reason other than a termination based upon Cause, death or Disability; provided that a termination “without Cause” does not include failure the expiration of the Term pursuant to act by reason of total or partial incapacity due to physical or mental illnessSection 1.

Cause. The Company may terminate the Executive’s employment during the Employment Period with or without Cause. For purposes hereofof this Agreement, “Cause” shall mean: (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its affiliated companies (other than any such failure resulting from incapacity due to physical or mental illness or following the Executive’s delivery of a termination Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to the Executive by the Company for "Cause" shall mean termination by action of at least two-thirds of Board or the members of the Board of Directors Chief Executive Officer of the Company at a meeting duly called and held upon at least 15 days' prior written notice to that specifically identifies the manner in which the Board or Chief Executive specifying the particulars Officer of the action or inaction alleged to constitute "Cause" (and at which meeting Company believes that the Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) has not substantially performed the Executive's conviction of any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects’s duties, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud or other the willful misconduct engaging by the Executive in respect illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company. 6 For purposes of his obligations under this Agreementprovision, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, no act or failure to attempt act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured be done, by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action in bad faith or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his the Executive’s action or inaction omission was in the best interests of the CompanyCompany and its affiliated companies. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, or if Holdings is not the ultimate parent entity of the Company and is not publicly traded, the board of directors (or, for a non-corporate entity, equivalent governing body) of the ultimate parent of the Company (the “Applicable Board”) or upon the instructions of the Chief Executive Officer of Holdings or the Company or a senior officer of the Company and its affiliated companies or based upon the advice of counsel for the Company and its affiliated companies shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company and its affiliated companies. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Applicable Board (excluding the Executive if the Executive is a member of the Applicable Board) at a meeting of the Applicable Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Applicable Board), finding that, in the good faith opinion of the Applicable Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.specifying the particulars thereof in detail. (b)

Cause. CCB may terminate Executive's employment during the Employ-ment Period for Cause. For purposes hereofof this Agreement, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of mean: (i) the willful and continued failure of Executive to perform Executive's conviction of any felony (whether duties with CCB or not involving the Company or any one of its subsidiaries) involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, affiliates (ii) fraud or other willful misconduct by Executive in respect of his obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, or any such failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions resulting from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the best interests of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness.), after a written demand for performance is delivered to Executive by the Board or the Chief Executive Officer of CCB which specifically identifies the manner in which the Board or Chief Executive Officer believes that Executive has not performed Executive's duties; (ii) Executive's personal dishonesty, willful misconduct, or breach of a fiduciary duty from which he derives a personal profit; (iii) Executive's willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease and desist order; or (iv) Executive's willful breach of any material term or condition of this Agreement. For purposes of this provision, no act or failure to act, on the part of Executive, shall be considered "willful" or a breach of fiduciary duty unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive's action or omission was in the best interests of CCB. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of CCB or based upon the advice of counsel for CCB after consultation with the Chief Executive Officer about such advice shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of CCB. The cessation of employment of Executive shall not be deemed to be for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, Executive is guilty of the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detail. For purposes of this Section 6(b), any such finding by three-quarters of the Board shall be conclusive. (c)

Cause. For purposes hereofDuring the two-year period following a Change in Control, a termination by the Company for "“Cause" ” shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) Executive's conviction the willful and continued failure of the Employee to substantially perform his duties with the Corporation (other than any felony (whether such failure resulting from the Employee’s incapacity due to physical or not involving the Company mental illness or any such failure subsequent to the Employee being delivered a Notice of Termination without Cause by the Corporation or delivering a notice of termination for Good Reason to the Corporation) after a written demand for substantial performance is delivered to the Employee by the Board which specifically identifies the manner in which the Board believes that the Employee has not substantially performed the Employee’s duties and giving the Employee such time to cure, as it, in its subsidiaries) involving moral turpitude which subjectsreasonable business judgment, deems appropriate, or if generally known, would subject, the Company or any of its subsidiaries to public ridicule or embarrassment, (ii) fraud the willful engaging by the Employee in illegal conduct or other willful gross misconduct by Executive in respect which is demonstrably and materially injurious to the Corporation or its subsidiaries. For purposes of his obligations under this Agreementparagraph (b), or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of his refusal to perform, no act or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured act by the Executive. "Cause" Employee shall not include a bona fide disagreement over a corporate policy, so long as Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors, which directions are consistent with the provisions of this Agreement. Action or inaction by Executive shall not be considered "“willful" ” unless done or omitted to be done by him intentionally the Employee in bad faith and without his reasonable belief that his the Employee’s action or inaction omission was in the best interests of the CompanyCorporation or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, based upon the advice of counsel for the Corporation, shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Corporation. Cause shall not exist unless and until the Corporation has delivered to the Employee a copy of a resolution duly adopted by two-thirds (2/3) of the entire Board at a meeting of the Board called and held for such purpose (after reasonable notice to the Employee and an opportunity for the Employee, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clause (i) or (ii) has occurred and specifying the particulars thereof in detail. For purposes of Board approval with respect thereto, the Employee shall abstain from acting on matters pertaining to this Section 7(b) and shall not include failure to act by reason be counted as a Board member for purposes of total the two-thirds (2/3) requirement. Following a Change in Control, the Corporation must notify the Employee of any event constituting Cause within ninety (90) days following the Corporation’s knowledge of its existence or partial incapacity due to physical or mental illnesssuch event shall not constitute Cause under this Agreement.