Common use of Termination by Employer for Cause Clause in Contracts

Termination by Employer for Cause. Employer may terminate the employment of Employee for cause by written notice to Employee stating the specifics of the cause for termination. The causes for termination include: a conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; commission of any act of theft, fraud, dishonesty or falsification of any employment or business records of Employer or any of its affiliates; misconduct in connection with the performance of any of Employee's duties including without limitation misappropriation of funds or property of Employer or any of its affiliates, or securing or attempting to secure personally profit in connection with any transaction entered into on behalf of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure of the confidential or proprietary information of Employer or any of its affiliates; willful actions that Employee knows or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeism, or failure or inability to perform any reasonable assigned duties after written notice from Employer and a reasonable opportunity to cure; or a material breach by Employee of any provision of this Agreement which is not cured within 30 days written notice. For purposes hereof, termination for "cause" shall not include any act or failure to act on Employee's part if done or omitted to be done by him in demonstrable good faith and with the reasonable belief that his act or omission was in the best interest of Employer or any of its affiliates or pursuant to an express policy of Employer at the time of such act or omission. In the event Employer wishes to investigate any alleged misconduct, Employer may, after discussing the proposal of suspension with Employee and considering Employee's views, suspend Employee on pay while the investigation is carried out.

Termination by Employer for Cause. Employer may terminate Employee’s employment hereunder for Cause (as defined below) at any time. If Employer terminates Employee’s employment for Cause, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from any member of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 6, and (3) benefits provided pursuant to Section 5, subject to the terms and conditions applicable thereto. For purposes of this Section 15, Cause is defined as Employee’s (a) failure to abide by Employer’s policies and procedures, (b) misconduct, insubordination, or inattention to Employer’s business, (c) failure to perform the duties required of Employee for cause up to the standards established by written notice to Employee stating the specifics Board, or other material breach of the cause for termination. The causes for termination include: this Agreement (other than as a conviction result of a felony, any act involving moral turpitudeDisability), or a misdemeanor where imprisonment is imposed; commission of any act of theft, fraud, dishonesty or falsification of any employment or business records of Employer or any of its affiliates; misconduct in connection with the performance of any of Employee's duties including without limitation misappropriation of funds or property of Employer or any of its affiliates, or securing or attempting to secure personally profit in connection with any transaction entered into on behalf of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure of the confidential or proprietary information of Employer or any of its affiliates; willful actions that Employee knows or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeism, or (d) failure or inability to perform any reasonable assigned duties after satisfy the requirements stated in Section 11 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for Cause (x) Employee shall be given written notice from that Employer intends to terminate Employee’s employment for Cause, which notice shall reasonably specify the grounds which are the basis for the decision to terminate Employee’s employment for Cause, and a (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conduct. If the Board determines that Employee has not cured, on or prior to the expiration of such thirty (30) day period, Employee shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 15, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure; or a material breach by Employee cure and the termination of any provision employment for Cause shall be effective upon the receipt of this Agreement which is not cured within 30 days written such notice. For purposes hereofIf Employee is a member of the Board, termination for "cause" shall not include any act or failure to act on Employee's part if done or omitted to be done by him in demonstrable good faith Employee hereby recuses himself from the deliberations and with vote of the reasonable belief that his act or omission was in the best interest of Employer or any of its affiliates or pursuant to an express policy of Employer at the time of Board regarding such act or omission. In the event Employer wishes to investigate any alleged misconduct, Employer may, after discussing the proposal of suspension with Employee and considering Employee's views, suspend Employee on pay while the investigation is carried outsubject matter.

Termination by Employer for Cause. Employer may terminate this Agreement for "Cause" if Employee (i) continually (by act or omission) fails to perform Employee's job duties in accordance with the employment terms of Employee for cause by written notice to Employee stating this Agreement and in accordance with the specifics reasonable direction of the cause for termination. The causes for termination include: Board of Directors of Employer, (ii) is convicted of, pleads guilty to, or confesses to a conviction of a felony, felony or any crime involving any act involving of dishonesty, fraud, misappropriation, embezzlement or moral turpitude, or a misdemeanor where imprisonment is imposed; commission of (iii) engages in any act of theftfraudulent, fraud, dishonesty disloyal or falsification of any employment or business records of unprofessional conduct which results in material injury to Employer or any of its affiliates; misconduct in connection with the performance of any of Employee's duties including without limitation misappropriation of funds or property of Employer or any of its affiliates, monetarily or securing otherwise. Prior to terminating this Agreement and Employee's employment as a result of subsection (i) above or attempting as a result of disloyal xx xxxxofessional conduct, Employer shall give Employee written notice detailing the specific acts, actions, failures, or events upon which the termination will be based, and Employee shall have thirty (30) days after such written notice to secure personally profit in connection with cease such actions or otherwise correct any transaction entered into on behalf of Employer; any violation of law such failure or regulations breach. During this thirty (30) day cure period, Employee shall have a right to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure discuss the circumstances of the confidential warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, General Counsel or proprietary information of Employer the Chief Financial Officer. If Employee does not cease such action or any of its affiliates; willful actions that Employee knows otherwise correct such failure or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeismbreach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or inability to perform breach, Employee at any reasonable assigned duties after written notice from time thereafter again so acts, fails or breaches, Employer and a reasonable opportunity to cure; or a material breach by Employee of any provision of may terminate this Agreement which is not cured within 30 days written noticeimmediately. For purposes hereof, Employer shall be obligated to pay to Employee following a termination for "cause" shall not include any act Cause, all Base Compensation and Incentive Compensation earned by or failure to act on Employee's part if done or omitted to be done by him in demonstrable good faith and with accrued for the reasonable belief that his act or omission was in benefit of Employee through the best interest date of Employer or any of its affiliates or pursuant to an express policy of Employer at the time of such act or omission. In the event Employer wishes to investigate any alleged misconduct, Employer may, after discussing the proposal of suspension with Employee and considering Employee's views, suspend Employee on pay while the investigation is carried outtermination.

Termination by Employer for Cause. Employer may terminate Executive’s employment hereunder for “Cause” (as defined below) at any time. If Employer terminates Executive’s employment for Cause, Executive shall have no right to receive any compensation or benefit hereunder or otherwise from Employer on and after the date of termination of employment other than unpaid Base Salary earned to the date of Employee for cause termination of employment (which shall be paid on Employer’s next scheduled payroll date) and unpaid business expense reimbursement pursuant to Section 6. For purposes of this Section 14, Cause is defined as: (a) any breach by written notice Executive of any of his material obligations contained in this Agreement; (b) consistent neglect or failure to Employee stating the specifics perform Executive’s duties and responsibilities consistent with Executive’s executive positions; (c) material violation of the cause for termination. The causes for termination include: a Employer’s code of ethics; (d) violation of Employer’s anti-harassment/discrimination/retaliation provisions; (e) conviction or plea of nolo contendere to a felony, any act involving moral turpitudeor (f) circumstances set forth in Section 9 above. Notwithstanding the foregoing, prior to terminating Executive’s employment hereunder for Cause pursuant to Section 14(a) or a misdemeanor where imprisonment (b) and if, and only if such conduct is imposed; commission of any act of theftcurable, fraud, dishonesty or falsification of any Executive shall be given thirty (30) days prior written notice that Employer intends to terminate Executive’s employment or business records for Cause during which time Executive must demonstrate to the satisfaction of Employer that Executive either has cured his defective performance or any of its affiliates; misconduct in connection with the performance of any of Employee's duties including without limitation misappropriation of funds or property of has a specific and detailed plan for such cure. If Employer or any of its affiliates, or securing or attempting to secure personally profit in connection with any transaction entered into on behalf of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure of the confidential or proprietary information of Employer or any of its affiliates; willful actions determines that Employee knows or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeism, or failure or inability to perform any reasonable assigned duties after written notice from Employer and a reasonable opportunity to cure; or a material breach by Employee of any provision of this Agreement which is Executive has not cured within 30 days written notice. For purposes hereofor has failed to present a thorough plan for cure prior to the expiration of such thirty (30) day period, termination Executive shall be terminated for "cause" shall not include any act or failure to act on Employee's part if done or omitted to be done by him in demonstrable good faith and with the reasonable belief that his act or omission was in the best interest of Employer or any of its affiliates or pursuant to an express policy of Employer Cause at the time expiration of such act or omission. In the event Employer wishes to investigate any alleged misconduct, Employer may, after discussing the proposal of suspension with Employee and considering Employee's views, suspend Employee on pay while the investigation is carried outthirty (30) day period.

Termination by Employer for Cause. Employer may may, at its option, terminate the this Agreement and Employee’s employment hereunder for Cause (as defined herein) upon giving notice of Employee for cause by written notice termination to Employee stating (following the specifics expiration of the cause applicable cure period, if any) which notice specifies that Employer deems such termination to be for termination. The causes “Cause” hereunder and specifies in reasonable detail the grounds for termination include: a conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; commission of any act of theft, fraud, dishonesty or falsification of any such “Cause.” Employee’s employment or business records of Employer or any of its affiliates; misconduct in connection with the performance of any of Employee's duties including without limitation misappropriation of funds or property of Employer or any of its affiliates, or securing or attempting to secure personally profit in connection with any transaction entered into on behalf of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure of the confidential or proprietary information of Employer or any of its affiliates; willful actions that Employee knows or should know may have a serious detrimental effect shall terminate on the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeism, or failure or inability to perform any reasonable assigned duties after written date on which such notice from Employer and a reasonable opportunity to cure; or a material breach by Employee of any provision of this Agreement which is not cured within 30 days written noticeshall be given. For purposes hereof, termination for "cause" “Cause” shall not include any act mean Employee’s (i) conviction of, guilty plea to or failure to act on Employee's part if done confession of guilt of a felony, (ii) willful misconduct or omitted to be done by him gross negligence in demonstrable good faith and with the reasonable belief that his performance of services hereunder, or willful act or omission was constituting dishonesty, fraud or other malfeasance, whether occurring before or during employment with Employer, which in any such case which is materially injurious (monetarily or otherwise) to the best interest business, prospects, or operations of Employer or any of its affiliates or pursuant to an express policy controlled affiliate of Employer at and which, if curable, remains uncured (to the reasonable satisfaction of the CEO) for thirty (30) days after Employer provides written notice thereof to Employee, (iii) after a written warning and a 30-day opportunity to cure such violation, continued willful material violation by Employee of Employer’s written policies or procedures as uniformly applicable to all executive employees of Employer and as in effect from time to time, or (iv) after a written warning and a 30-day opportunity to cure such non-performance and breach, continued willful failure to perform Employee’s material duties hereunder or other material breach of such this Agreement (including, without limitation, a breach of any of Employee’s obligations under Article V hereof); provided, however, that in the case of any act or omission. In omission described in clauses (ii), (iii) and/or (iv) above which is or are not capable of cure, Employer shall not be required to give such 30-day opportunity to cure same prior to any termination therefor; and provided further, however, that in the event that Employer wishes shall have previously given such 30-day opportunity to investigate any alleged misconductcure a specific act of Employee described in clauses (ii), (iii) or (iv) above during the immediately preceding one (1) year, Employer mayshall not again be required to give such 30-day cure period for any second specific act which is the same act so committed by Employee as described in such clause (ii), after discussing the proposal of suspension with Employee and considering Employee's views(iii) or (iv), suspend Employee on pay while the investigation is carried outrespectively.

Termination by Employer for Cause. Employer may terminate this Agreement for "Cause" if Employee (i) continually (by act or omission) fails to perform Employee's job duties in accordance with the employment terms of Employee for cause by written notice to Employee stating this Agreement and in accordance with the specifics reasonable direction of the cause for termination. The causes for termination include: Board of Directors of Employer, (ii) is convicted of, pleads guilty to, or confesses to a conviction of a felony, felony or any crime involving any act involving of dishonesty, fraud, misappropriation, embezzlement or moral turpitude, or a misdemeanor where imprisonment is imposed; commission of (iii) engages in any act of theftfraudulent, fraud, dishonesty disloyal or falsification of any employment or business records of unprofessional conduct which results in material injury to Employer or any of its affiliates; misconduct in connection with the performance of any of Employee's duties including without limitation misappropriation of funds or property of Employer or any of its affiliates, monetarily or securing otherwise. Prior to terminating this Agreement and Employee's employment as a result of subsection (i) above or attempting as a result of disloyxx xx xxxxofessional conduct, Employer shall give Employee written notice detailing the specific acts, actions, failures, or events upon which the termination will be based, and Employee shall have thirty (30) days after such written notice to secure personally profit in connection with cease such actions or otherwise correct any transaction entered into on behalf of Employer; any violation of law such failure or regulations breach. During this thirty (30) day cure period, Employee shall have a right to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure discuss the circumstances of the confidential warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, General Counsel or proprietary information of Employer the Chief Financial Officer. If Employee does not cease such action or any of its affiliates; willful actions that Employee knows otherwise correct such failure or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeismbreach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or inability to perform breach, Employee at any reasonable assigned duties after written notice from time thereafter again so acts, fails or breaches, Employer and a reasonable opportunity to cure; or a material breach by Employee of any provision of may terminate this Agreement which is not cured within 30 days written noticeimmediately. For purposes hereof, Employer shall be obligated to pay to Employee following a termination for "cause" shall not include any act Cause, all Base Compensation and Incentive Compensation earned by or failure to act on Employee's part if done or omitted to be done by him in demonstrable good faith and with accrued for the reasonable belief that his act or omission was in benefit of Employee through the best interest date of Employer or any of its affiliates or pursuant to an express policy of Employer at the time of such act or omission. In the event Employer wishes to investigate any alleged misconduct, Employer may, after discussing the proposal of suspension with Employee and considering Employee's views, suspend Employee on pay while the investigation is carried outtermination.

Termination by Employer for Cause. Employer may terminate Employee’s employment hereunder for Cause (as defined below) at any time. If Employer terminates Employee’s employment for Cause, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from any member of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 7, and (3) benefits provided pursuant to Section 6, subject to the terms and conditions applicable thereto. For purposes of this Section 16, Cause is defined as Employee’s (a) failure to abide by Employer’s policies and procedures, (b) misconduct, insubordination, or inattention to Employer’s business, (c) failure to perform the duties required of Employee for cause up to the standards established by written notice to Employee stating the specifics Board, or other material breach of the cause for termination. The causes for termination include: this Agreement (other than as a conviction result of a felony, any act involving moral turpitudeDisability), or a misdemeanor where imprisonment is imposed; commission of any act of theft, fraud, dishonesty or falsification of any employment or business records of Employer or any of its affiliates; misconduct in connection with the performance of any of Employee's duties including without limitation misappropriation of funds or property of Employer or any of its affiliates, or securing or attempting to secure personally profit in connection with any transaction entered into on behalf of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure of the confidential or proprietary information of Employer or any of its affiliates; willful actions that Employee knows or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeism, or (d) failure or inability to perform any reasonable assigned duties after satisfy the requirements stated in Section 12 above. Notwithstanding the foregoing, prior to terminating Employee’s employment hereunder for Cause (x) Employee shall be given written notice from that Employer intends to terminate Employee’s employment for Cause, which notice shall reasonably specify the grounds which are the basis for the decision to terminate Employee’s employment for Cause, and a (y) if the conduct which constitutes the grounds is capable of being cured, in the reasonable determination of the Board, Employee shall be given the opportunity within thirty (30) calendar days of receipt of such notice to cure such conduct, provided Employee has advised Employer in writing within five (5) calendar days of receipt of such notice of Employee’s intention to cure such conduct. If the Board determines that Employee has not cured, on or prior to the expiration of such thirty (30) day period, Employee shall be terminated for Cause at the expiration of such thirty (30) day period. Notwithstanding the foregoing, if Employee receives more than two (2) notices relating to the same or similar conduct pursuant to this Section 16, or if such notices are sent within forty (40) days of one another and relate to the same or similar conduct, Employee shall no longer have the opportunity to cure; or a material breach by Employee cure and the termination of any provision employment for Cause shall be effective upon the receipt of this Agreement which is not cured within 30 days written such notice. For purposes hereofIf Employee is a member of the Board, termination for "cause" shall not include any act or failure to act on Employee's part if done or omitted to be done by him in demonstrable good faith Employee hereby recuses herself from the deliberations and with vote of the reasonable belief that his act or omission was in the best interest of Employer or any of its affiliates or pursuant to an express policy of Employer at the time of Board regarding such act or omission. In the event Employer wishes to investigate any alleged misconduct, Employer may, after discussing the proposal of suspension with Employee and considering Employee's views, suspend Employee on pay while the investigation is carried outsubject matter.

Termination by Employer for Cause. Employer may terminate Employee’s employment at any time for Cause. For purposes of this Agreement, “Cause” includes, but is not limited to: (i) a material breach of this Agreement by Employee (where Employee fails to cure such breach within ten (10) business days after being notified in writing by Employer of such breach); (ii) Employee’s willful failure to perform his material assigned duties without an excuse that is reasonably acceptable to Employer; (iii) Employee engages in an act (or causes an act) that has a material adverse impact on the employment reputation, business, business relationships or financial condition of Employee for cause by written notice to Employee stating Employer; (iv) the specifics of the cause for termination. The causes for termination include: a conviction of or plea of guilty or nolo contendre by Employee to a felony, felony or any act crime involving moral turpitude, fraud or a misdemeanor where imprisonment is imposedmisrepresentation; commission of any act of theft, fraud, dishonesty (v) misappropriation or falsification of any employment or business records of Employer or any of its affiliates; misconduct in connection with the performance of any of Employee's duties including without limitation misappropriation embezzlement by Employee of funds or property of Employer or any of its affiliates, or securing or attempting to secure personally profit in connection with any transaction entered into on behalf assets of Employer; any violation of law or regulations (vi) Employee’s willful refusal to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure perform specific directives of the confidential or proprietary information President and CEO which are consistent with the scope, ethics and nature of Employer or any of its affiliates; willful actions that Employee knows or should know may have a serious detrimental effect on Employee’s duties and responsibilities hereunder. Notwithstanding the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeismforegoing, or failure or inability to perform any reasonable assigned duties after written notice from Employer and a reasonable opportunity to cure; or a material breach by Employee of any provision of this Agreement which is not cured within 30 days written notice. For purposes hereof, termination for "cause" “Cause” shall not include any act or failure to act on Employee's part if done or omitted a situation whereby Employer asks Employee to be done based at any office or location or to relocate to any location other than within 20 miles of Employee’s then current location and Employee declines to do so. Termination by him in demonstrable good faith Employer for Cause hereunder shall not abrogate the rights and with the reasonable belief that his act or omission was in the best interest remedies of Employer in respect of the breach or any of its affiliates or pursuant wrongful act giving rise to an express policy of Employer at the time of such act or omissiontermination. In the event of termination by Employer wishes for Cause, Employee shall receive any and all accrued but unpaid base salary compensation (including accrued paid time off, as applicable) due to investigate any alleged misconduct, Employer may, after discussing Employee as of the proposal of suspension with Employee and considering Employee's views, suspend Employee on pay while the investigation is carried outTermination Date.

Termination by Employer for Cause. Employer may terminate the Employee’s employment of hereunder for Cause (as defined below) at any time. If Employer terminates Employee’s employment for Cause, Employee for cause by written notice shall have no right to Employee stating the specifics of the cause for termination. The causes for termination include: a conviction of a felony, receive any act involving moral turpitude, compensation or a misdemeanor where imprisonment is imposed; commission of any act of theft, fraud, dishonesty benefit hereunder or falsification of any employment or business records of otherwise from Employer or any member of its affiliates; misconduct in connection with the performance Employer Group on and after the effective date of any termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 3(e), and (3) benefits provided pursuant to Section 3(c), subject to the terms and conditions applicable thereto. For purposes of this Section 11, Cause is defined as Employee's duties including without limitation misappropriation of funds or property of Employer or any of its affiliates’s (a) failure to abide by Employer’s policies and procedures, (b) misconduct, insubordination, or securing inattention to Employer’s business, (c) failure to perform the duties required of Employee up to the standards established by the Board, or attempting to secure personally profit in connection with any transaction entered into on behalf other material breach of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment this Agreement (other than as a result of a work colleague or customer; improper disclosure of the confidential or proprietary information of Employer or any of its affiliates; willful actions that Employee knows or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeismDisability), or (d) failure or inability to perform any reasonable assigned duties after satisfy the requirements stated in Section 7 above. Prior to a termination for cause under this paragraph 11(a), the Employer must provide a written notice from Employer letter of deficiency to Employee that details Employee’s deficient conduct and a reasonable opportunity to cure; or a material breach by thereafter provide Employee of any provision of this Agreement which is not cured within 30 days written noticeto cure such deficiency. For purposes hereofIf after 30 days Employer continues to believe cause exists to terminate the Employee, termination for "cause" then Employer shall not include any act or send a second letter to Employee terminating Employee that memorializes the failure of Employee to act on Employee's part if done or omitted to be done by him in demonstrable good faith and with cure the reasonable belief that his act or omission was in the best interest of Employer or any of its affiliates or pursuant to an express policy of Employer at the time of such act or omission. In the event Employer wishes to investigate any alleged misconduct, Employer may, after discussing the proposal of suspension with Employee and considering Employee's views, suspend Employee on pay while the investigation is carried outasserted deficiency.

Termination by Employer for Cause. Employer may terminate Employee’s employment at any time for Cause. For purposes of this Agreement, “Cause” includes, but is not limited to: (i) a material breach of this Agreement by Employee (where Employee fails to cure such breach within five (5) business days after being notified in writing by Employer of such breach); (ii) Employee’s failure to competently perform his material assigned duties as reasonably determined by the employment Board; (iii) Employee engaging in or causing an act that has a material adverse impact on the reputation, business, business relationships or financial condition of Employee for cause by written notice to Employee stating Employer; (iv) the specifics of the cause for termination. The causes for termination include: a conviction of or plea of guilty or nolo contendre by Employee to a felony, felony or any act crime involving moral turpitude; (v) Employee’s gross misconduct, dishonesty, or a misdemeanor where imprisonment is imposedfraud; commission or (vi) Employee’s willful refusal to perform specific directives of any act of theft, fraud, dishonesty or falsification of any employment or business records of Employer or any of its affiliates; misconduct in connection the Board which are consistent with the performance of any scope, ethics and nature of Employee's ’s duties including without limitation misappropriation of funds or property of Employer or any of its affiliatesand responsibilities hereunder. Notwithstanding the foregoing, or securing or attempting to secure personally profit in connection with any transaction entered into on behalf of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure of the confidential or proprietary information of Employer or any of its affiliates; willful actions that Employee knows or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeism, or failure or inability to perform any reasonable assigned duties after written notice from Employer and a reasonable opportunity to cure; or a material breach by Employee of any provision of this Agreement which is not cured within 30 days written notice. For purposes hereof, termination for "cause" “Cause” shall not include any act or failure to act on Employee's part if done or omitted a situation whereby Employer asks Employee to be done based at any office or location or to relocate to any location other than within 35 miles of Employee’s then current location and Employee declines to do so. Termination by him in demonstrable good faith Employer for Cause hereunder shall not abrogate the rights and with the reasonable belief that his act or omission was in the best interest remedies of Employer in respect of the breach or any of its affiliates or pursuant wrongful act giving rise to an express policy of Employer at the time of such act or omissiontermination. In the event of termination by Employer wishes for Cause, Employee shall receive any and all accrued but unpaid base salary compensation (and accrued PTO, as applicable) due to investigate any alleged misconduct, Employer may, after discussing Employee as of the proposal of suspension with Employee and considering Employee's views, suspend Employee on pay while the investigation is carried outTermination Date.

Termination by Employer for Cause. Employer may terminate Employee's employment at any time for Cause. For purposes of this Agreement, "Cause" includes, but is not limited to: (i) a material breach of this Agreement by Employee (where Employee fails to cure such breach within ten (10) business days after being notified in writing by Employer of such breach); (ii) Employee's willful failure to perform his material assigned duties without an excuse that is reasonably acceptable to Employer; (iii) Employee engages in an act (or causes an act) that has a material adverse impact on the employment reputation, business, business relationships or financial condition of Employee for cause by written notice to Employee stating Employer; (iv) the specifics of the cause for termination. The causes for termination include: a conviction of or plea of guilty or nolo contendre by Employee to a felony, felony or any act crime involving moral turpitude, fraud or a misdemeanor where imprisonment is imposedmisrepresentation; commission (v) misappropriation or embezzlement by Employee of any act funds or assets of theft, fraud, dishonesty Employer; or falsification (vi) Employee's willful refusal to perform specific directives of any employment or business records of Employer or any of its affiliates; misconduct in connection the Board which are consistent with the performance of any scope, ethics and nature of Employee's duties including without limitation misappropriation of funds or property of Employer or any of its affiliatesand responsibilities hereunder. Notwithstanding the foregoing, or securing or attempting to secure personally profit in connection with any transaction entered into on behalf of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure of the confidential or proprietary information of Employer or any of its affiliates; willful actions that Employee knows or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeism, or failure or inability to perform any reasonable assigned duties after written notice from Employer and a reasonable opportunity to cure; or a material breach by Employee of any provision of this Agreement which is not cured within 30 days written notice. For purposes hereof, termination for "causeCause" shall not include a situation whereby Employer asks Employee to be based at any act office or failure location or to act on relocate to any location other than within 20 miles of Employee's part if done or omitted then current location and Employee declines to be done do so. Termination by him in demonstrable good faith Employer for Cause hereunder shall not abrogate the rights and with the reasonable belief that his act or omission was in the best interest remedies of Employer in respect of the breach or any of its affiliates or pursuant wrongful act giving rise to an express policy of Employer at the time of such act or omissiontermination. In the event of termination by Employer wishes for Cause, Employee shall receive any and all accrued but unpaid base salary compensation (including accrued paid time off, as applicable) due to investigate any alleged misconduct, Employer may, after discussing Employee as of the proposal of suspension with Employee and considering Employee's views, suspend Employee on pay while the investigation is carried outTermination Date.

Termination by Employer for Cause. Employer may may, at its option, terminate the employment of Employee Employment Period for cause “Cause” based on objective factors determined in good faith by written notice to Employee stating the specifics a majority of the cause for termination. The causes Chief Executive Officer and the Board of Directors as set forth in a Notice of Termination to Executive specifying the reasons for termination include: and the failure of the Executive to cure the same within ten (10) days of her receiving the Notice of Termination; provided, that in the event the Board of Directors in good faith determines that the underlying reasons giving rise to such determination cannot be cured, then said cure period shall not apply and the Employment Period shall terminate on the date of Executive's receipt of the Notice of Termination. For purposes of this Employment Agreement, “Cause” is defined as (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee, (ii) Executive’s conviction of, or plea of nolo contendere to, a conviction felony or any crime involving fraud, embezzlement or any other act of a felony, any act involving moral turpitude, (iii) Executive’s gross misconduct, (iv) Executive’s unauthorized use or a misdemeanor where imprisonment is imposed; commission disclosure of any act proprietary information or trade secrets of theft, fraud, dishonesty the Company or falsification any other party to whom Executive owes an obligation of nondisclosure as a result of Executive’s relationship with the Company; (v) Executive’s willful breach of any employment obligations under any written agreement or business records of Employer or any of its affiliates; misconduct in connection covenant with the performance of any of Employee's duties including without limitation misappropriation of funds Company; or property of Employer or any of its affiliates, or securing or attempting to secure personally profit in connection with any transaction entered into on behalf of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure of the confidential or proprietary information of Employer or any of its affiliates; willful actions that Employee knows or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated (vi) Executive’s continued failure to follow reasonable instructions of Employer; chronic absenteeism, or failure or inability to perform any reasonable assigned her employment duties after Executive has received a written notice demand of performance from Employer and a reasonable opportunity to cure; or a material breach by Employee of any provision of this Agreement the Company which is not cured within 30 days written notice. For purposes hereof, termination specifically sets forth the factual basis for "cause" shall not include any act or failure to act on Employee's part if done or omitted to be done by him in demonstrable good faith and with the reasonable Company’s belief that his act or omission was in Executive has not substantially performed her duties and has failed to cure such non-performance to the best interest of Employer or any of its affiliates or pursuant to an express policy of Employer at the time of Company’s satisfaction within 10 business days after receiving such act or omission. In the event Employer wishes to investigate any alleged misconduct, Employer may, after discussing the proposal of suspension with Employee and considering Employee's views, suspend Employee on pay while the investigation is carried outnotice.

Termination by Employer for Cause. Employer may may, at its option, terminate the employment of Employee for cause this Agreement by giving written notice to Employee stating the specifics of the cause for termination. The causes for termination include: a conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; commission of any act of theft, fraud, dishonesty or falsification of any employment or business records of Employer or any of its affiliates; misconduct in connection with the performance of any of Employee's duties including without limitation misappropriation of funds or property of Employer or any of its affiliates, or securing or attempting to secure personally profit in connection with any transaction entered into on behalf of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure of the confidential or proprietary information of Employer or any of its affiliates; willful actions that Employee knows or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeism, or failure or inability to perform any reasonable assigned duties after written notice from Employer and a reasonable opportunity to cure; or a material breach by Employee of any provision of this Agreement which is not cured within 30 days written notice. For purposes hereof, termination for "cause" to Employee, and complying with the terms of this Section 5.01. For the purpose of this Section 5.01, the term "cause" shall not include any mean (i) willful misconduct or gross malfeasance, or an act or failure to act on acts of gross negligence in the course of employment or any material breach of the Employee's part obligations contained in this Agreement if done such material breach of Employee's obligations under this Agreement continues for a period of thirty (30) days after Employee's actual receipt of written notice of such material breach from Employer; (ii) any intentional material misstatement or omitted material omission to be done by him in demonstrable good faith and the Board of Directors of the Bank or any member thereof, respectively, with respect to the business, financial condition, or results of operations of the Bank; (iii) the intentional failure of the Employee to follow the reasonable belief that his instructions or the policies of the Board (other than as a result of disability) if, but only if, (a) such instructions or policies are (A) lawful and (B) consistent with this Agreement and Employee's duties hereunder and (b) such violation continues for a period of thirty (30) days following Employee's actual receipt of written notice of Employee's violation of such instructions or policies; (iv) the Employee's conviction, admission, confession or agreed deferred adjudication of any felony or Employee's conviction, admission or confession of any other criminal act resulting in incarceration for a period greater than six months; or omission was in (v) the best interest intentional violation by the Employee of Employer applicable state or any federal banking statutes, rules or regulations. Upon termination of its affiliates or pursuant this Agreement for "cause", Employee shall be entitled to an express policy of Employer receive Basic Compensation earned but unpaid at the time of such act or omissiontermination, reimbursable expenses incurred by, but not yet reimbursed, to Employee at the time of such termination, any earned and other vested benefits due to Employee at the time of such termination, and group health coverage that is required to be continued by applicable law. In the event Employer wishes Employee is terminated for "cause" pursuant to investigate any alleged misconductthis Section 5.01, Employer mayEmployee shall continue to be bound by the non compete and non disclosure covenants contained in Article 4, after discussing but the proposal of suspension with Employee and considering Employee's views, suspend Employee on pay while shall not be entitled to receive the investigation is carried outNon Compete Payment described in Section 4.01.

Termination by Employer for Cause. In the event of termination of --------------------------------- Employee's employment hereunder by Employer may terminate For Cause, Employee shall not be entitled to any severance pay, except as otherwise provided in any applicable benefits plans of Employer that cover Employee. A termination of Employee's employment hereunder by Employer shall be deemed to have occurred For Cause if, within a reasonable period after such termination, a good faith finding shall be made by a majority of the employment Board that such termination occurred as a result of any of the following: (A) any act committed by Employee for cause which shall represent a breach in any material respect of any of the terms of this Agreement and which breach is not cured within thirty (30) days of receipt by Employee of written notice from Employer of such breach; (B) improper conduct, consisting of any willful act or omission with the intent of obtaining, to Employee stating the specifics material detriment of the cause for termination. The causes for termination include: a conviction of a felonyEmployer, any benefit to which Employee would not otherwise be entitled; (C) improper conduct consisting of sexual harassment or act involving of moral turpitude; (D) gross negligence, consisting of wanton and reckless acts or a misdemeanor where imprisonment is imposed; commission of any act of theft, fraud, dishonesty or falsification of any employment or business records of Employer or any of its affiliates; misconduct omissions in connection with the performance of any of Employee's duties to the material detriment of Employer; (E) bad faith in the performance of Employee's duties, consisting of willful acts or omissions, to the material detriment of Employer, including without limitation misappropriation excessive unexcused absence from work; (F) use of funds illegal drugs or property unauthorized use of Employer alcohol in the workplace or being under the influence of illegal drugs or alcohol while at work; or (G) any conviction of, or plea of nolo contendere to, a crime (other than a traffic violation) that constitutes a felony under the laws of the United States or any political subdivision thereof. Employer shall provide written notice to Employee, within a reasonable time period, that the Board is convening for purposes of its affiliates, determining whether Employee's termination of employment was For Cause and Employee (or securing or attempting his representative) shall have the right to secure personally profit appear before the Board in connection with any transaction entered into on behalf of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure of the confidential or proprietary information of Employer or any of its affiliates; willful actions that Employee knows or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeism, or failure or inability to perform any reasonable assigned duties after written notice from Employer and a reasonable opportunity to cure; or a material breach by Employee of any provision of this Agreement which is not cured within 30 days written notice. For purposes hereof, termination for "cause" shall not include any act or failure to act on Employee's part if done or omitted to be done by him in demonstrable good faith and with the reasonable belief that his act or omission was in the best interest of Employer or any of its affiliates or pursuant to an express policy of Employer at the time of such act or omission. In the event Employer wishes to investigate any alleged misconduct, Employer may, after discussing the proposal of suspension with Employee and considering Employee's views, suspend Employee on pay while the investigation is carried outdetermination.

Termination by Employer for Cause. Employer may terminate the employment of Employee for cause by Executive with or without Cause upon written notice to Employee stating Executive. If Executive is terminated for Cause: (i) Employer shall pay to Executive the specifics Accrued Obligations, (ii) Executive’s participation in the Benefit Plans shall terminate as of the cause for terminationTermination Date, and (iii) Employer shall have no further obligations to Executive under this Agreement, other than those provided in this Section 5.02. The causes for termination includeFor purposes of this Agreement, “Cause” means: a (a) Executive’s failure to substantially perform Executive’s duties with the Company (if Executive has not cured such failure to substantially perform, if curable, within thirty (30) days after Executive’s receipt of written notice thereof from the Board that specifies the conduct constituting Cause under this clause (a)); (b) Executive’s willful misconduct, or gross negligence in the performance of Executive’s duties hereunder; (c) the conviction of Executive, or the entering by Executive of a felonyguilty plea or plea of no contest with respect to, any act involving moral turpitude, crime that constitutes a felony or a misdemeanor where imprisonment is imposed; commission of any act of theft, involves fraud, dishonesty or falsification moral turpitude; (d) Executive’s commission of any employment an act of fraud, embezzlement or business records of Employer or any of its affiliatesmisappropriation against the Company; misconduct in connection with the performance of any of Employee's duties including without limitation misappropriation of funds or property of Employer or any of its affiliates, or securing or attempting to secure personally profit in connection with any transaction entered into on behalf of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure (e) Executive’s material breach of the confidential or proprietary information of Employer or fiduciary duty owed by Executive to Company; (f) Executive’s engaging in any of its affiliates; willful actions improper conduct (including conduct that Employee knows or should know may have a serious detrimental effect on occurred within ten (10) years prior to the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeism, or failure or inability to perform any reasonable assigned duties after written notice from Employer and a reasonable opportunity to cure; or a material breach by Employee of any provision date of this Agreement which that has not been previously disclosed to the Company) that has or is likely to have an adverse economic or reputational impact on the Company; (g) Executive engaging in sexual or other harrasment in the workplace or with respect to any employees, consultants, customers, vendors or business relations of Employer and its Affiliates or violating any Company policies regarding harrasment; or (h) Executive’s material breach of this Agreement (if Executive has not cured such breach, if curable, within 30 thirty (30) days after Executive’s receipt of written notice. For purposes hereof, termination for "cause" shall not include any act or failure to act on Employee's part if done or omitted to be done by him in demonstrable good faith and with notice thereof from the reasonable belief Board that his act or omission was in specifies the best interest of Employer or any of its affiliates or pursuant to an express policy of Employer at the time of such act or omission. In the event Employer wishes to investigate any alleged misconduct, Employer may, after discussing the proposal of suspension with Employee and considering Employee's views, suspend Employee on pay while the investigation is carried outconduct constituting Cause under this clause (h)).

Termination by Employer for Cause. Employer may terminate the employment of Employee for cause by Executive with or without Cause upon written notice to Employee stating Executive. If Executive is terminated for Cause: (i) Employer shall pay to Executive the specifics Accrued Obligations, (ii) Executive's participation in the Benefit Plans shall terminate as of the cause for terminationTermination Date, and (iii) Employer shall have no further obligations to Executive under this Agreement, other than those provided in this Section 5.02. The causes for termination includeFor purposes of this Agreement, “Cause” means: a (a) Executive's failure to substantially perform Executive's duties with the Company (if Executive has not cured such failure to substantially perform, if curable, within thirty (30) days after Executive's receipt of written notice thereof from the Board that specifies the conduct constituting Cause under this clause (a)); (b) Executive's willful misconduct, or gross negligence in the performance of Executive's duties hereunder; (c) the conviction of Executive, or the entering by Executive of a felonyguilty plea or plea of no contest with respect to, any act involving moral turpitude, crime that constitutes a felony or a misdemeanor where imprisonment is imposed; commission of any act of theft, involves fraud, dishonesty or falsification moral turpitude; (d) Executive's commission of any employment an act of fraud, embezzlement or business records of Employer or any of its affiliatesmisappropriation against the Company; misconduct in connection with the performance of any of Employee(e) Executive's duties including without limitation misappropriation of funds or property of Employer or any of its affiliates, or securing or attempting to secure personally profit in connection with any transaction entered into on behalf of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure material breach of the confidential or proprietary information of Employer or fiduciary duty owed by Executive to Company; (f) Executive's engaging in any of its affiliates; willful actions improper conduct (including conduct that Employee knows or should know may have a serious detrimental effect on occurred within ten (10) years prior to the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeism, or failure or inability to perform any reasonable assigned duties after written notice from Employer and a reasonable opportunity to cure; or a material breach by Employee of any provision date of this Agreement which that has not been previously disclosed to the Company) that has or is likely to have an adverse economic or reputational impact on the Company; (g) Executive engaging in sexual or other harrasment in the workplace or with respect to any employees, consultants, customers, vendors or business relations of Employer and its Affiliates or violating any Company policies regarding harassment; or (h) Executive's material breach of this Agreement (if Executive has not cured such breach, if curable, within 30 thirty (30) days after Executive's receipt of written notice. For purposes hereof, termination for "cause" shall not include any act or failure to act on Employee's part if done or omitted to be done by him in demonstrable good faith and with notice thereof from the reasonable belief Board that his act or omission was in specifies the best interest of Employer or any of its affiliates or pursuant to an express policy of Employer at the time of such act or omission. In the event Employer wishes to investigate any alleged misconduct, Employer may, after discussing the proposal of suspension with Employee and considering Employee's views, suspend Employee on pay while the investigation is carried outconduct constituting Cause under this clause (h)).

Termination by Employer for Cause. Employer may terminate this Agreement for "Cause" if Employee (i) continually (by act or omission) fails to perform Employee's job duties in accordance with the employment terms of Employee for cause by written notice to Employee stating this Agreement and in accordance with the specifics reasonable direction of the cause for termination. The causes for termination include: Board of Directors of Employer, (ii) is convicted of, pleads guilty to, or confesses to a conviction of a felony, felony or any crime involving any act involving of dishonesty, fraud, misappropriation, embezzlement or moral turpitude, or a misdemeanor where imprisonment is imposed; commission of (iii) engages in any act of theftfraudulent, fraud, dishonesty disloyal or falsification of any employment unprofessional conduct which results in material xxxxxx xx Xxxloyer or business records of Employer or any of its affiliates; misconduct in connection with the performance of any of Employee's duties including without limitation misappropriation of funds or property of Employer or any of its affiliates, monetarily or securing otherwise. Prior to terminating this Agreement and Employee's employment as a result of subsection (i) above or attempting as a result of disloyal or unprofessional conduct, Employer shall give Employee written notice detailing the specific acts, actions, failures, or events upon which the termination will be based, and Employee shall have thirty (30) days after such written notice to secure personally profit in connection with cease such actions or otherwise correct any transaction entered into on behalf of Employer; any violation of law such failure or regulations breach. During this thirty (30) day cure period, Employee shall have a right to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure discuss the circumstances of the confidential warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, General Counsel or proprietary information of Employer the Chief Financial Officer. If Employee does not cease such action or any of its affiliates; willful actions that Employee knows otherwise correct such failure or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeismbreach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or inability to perform breach, Employee at any reasonable assigned duties after written notice from time thereafter again so acts, fails or breaches, Employer and a reasonable opportunity to cure; or a material breach by Employee of any provision of may terminate this Agreement which is not cured within 30 days written noticeimmediately. For purposes hereof, Employer shall be obligated to pay to Employee following a termination for "cause" shall not include any act Cause, all Base Compensation and Incentive Compensation earned by or failure to act on Employee's part if done or omitted to be done by him in demonstrable good faith and with accrued for the reasonable belief that his act or omission was in benefit of Employee through the best interest date of Employer or any of its affiliates or pursuant to an express policy of Employer at the time of such act or omission. In the event Employer wishes to investigate any alleged misconduct, Employer may, after discussing the proposal of suspension with Employee and considering Employee's views, suspend Employee on pay while the investigation is carried outtermination.

Termination by Employer for Cause. Employer may may, at its option, terminate the employment of Employee Employment Period for cause “Cause” based on objective factors determined in good faith by written notice to Employee stating the specifics a majority of the cause for termination. The causes Chief Executive Officer and the Board of Directors as set forth in a Notice of Termination to Executive specifying the reasons for termination include: and the failure of the Executive to cure the same within ten (10) days of receiving the Notice of Termination; provided, that in the event the Board of Directors in good faith determines that the underlying reasons giving rise to such determination cannot be cured, then said cure period shall not apply and the Employment Period shall terminate on the date of Executive's receipt of the Notice of Termination. For purposes of this Employment Agreement, “Cause” is defined as (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee, (ii) Executive’s conviction of, or plea of nolo contendere to, a conviction felony or any crime involving fraud, embezzlement or any other act of a felony, any act involving moral turpitude, (iii) Executive’s gross misconduct, (iv) Executive’s unauthorized use or a misdemeanor where imprisonment is imposed; commission disclosure of any act proprietary information or trade secrets of theft, fraud, dishonesty the Company or falsification any other party to whom Executive owes an obligation of nondisclosure as a result of Executive’s relationship with the Company; (v) Executive’s willful breach of any employment obligations under any written agreement or business records of Employer or any of its affiliates; misconduct in connection covenant with the performance of any of Employee's duties including without limitation misappropriation of funds Company; or property of Employer or any of its affiliates, or securing or attempting to secure personally profit in connection with any transaction entered into on behalf of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure of the confidential or proprietary information of Employer or any of its affiliates; willful actions that Employee knows or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated (vi) Executive’s continued failure to follow reasonable instructions of Employer; chronic absenteeism, or failure or inability to perform any reasonable assigned his employment duties after Executive has received a written notice demand of performance from Employer and a reasonable opportunity to cure; or a material breach by Employee of any provision of this Agreement the Company which is not cured within 30 days written notice. For purposes hereof, termination specifically sets forth the factual basis for "cause" shall not include any act or failure to act on Employee's part if done or omitted to be done by him in demonstrable good faith and with the reasonable Company’s belief that Executive has not substantially performed his act or omission was in duties and has failed to cure such non-performance to the best interest of Employer or any of its affiliates or pursuant to an express policy of Employer at the time of Company’s satisfaction within 10 business days after receiving such act or omission. In the event Employer wishes to investigate any alleged misconduct, Employer may, after discussing the proposal of suspension with Employee and considering Employee's views, suspend Employee on pay while the investigation is carried outnotice.

Termination by Employer for Cause. Employer may terminate the Employee’s employment of hereunder for Cause (as defined below) at any time. If Employer terminates Employee’s employment for Cause, Employee for cause by written notice shall have no right to Employee stating the specifics of the cause for termination. The causes for termination include: a conviction of a felony, receive any act involving moral turpitude, compensation or a misdemeanor where imprisonment is imposed; commission of any act of theft, fraud, dishonesty benefit hereunder or falsification of any employment or business records of otherwise from Employer or any member of its affiliates; misconduct in connection with the performance Employer Group on and after the effective date of any termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 3(d), and (3) benefits provided pursuant to Section 3(c), subject to the terms and conditions applicable thereto. For purposes of this Section 11(a), Cause is defined as Employee's duties including without limitation misappropriation of funds or property of Employer or any of its affiliates’s (i) failure to abide by Employer’s policies and procedures, (ii) misconduct, insubordination, or securing inattention to Employer’s business, (iii) failure to perform the duties required of Employee up to the standards established by Employer, or attempting to secure personally profit in connection with any transaction entered into on behalf other material breach of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment this Agreement (other than as a result of a work colleague or customer; improper disclosure of the confidential or proprietary information of Employer or any of its affiliates; willful actions that Employee knows or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeismDisability), or (iv) failure or inability to perform any reasonable assigned duties after satisfy the requirements stated in Section 7 above. Prior to a termination for Cause under this Section 11(a), Employer must provide a written notice from Employer of deficiency to Employee and thereafter provide Employee with a reasonable opportunity to cure the deficient conduct, if such conduct is capable of being cured. If such conduct is incapable of being cured or if, after a reasonable opportunity to cure; or a material breach by , Employee of any provision of this Agreement which is not cured within 30 days written notice. For purposes hereof, termination for "cause" shall not include any act or failure fails to act on Employee's part if done or omitted to be done by him in demonstrable good faith and with cure the reasonable belief that his act or omission was in the best interest of Employer or any of its affiliates or pursuant to an express policy of Employer at the time of such act or omission. In the event Employer wishes to investigate any alleged misconductdeficient conduct, Employer may, after discussing the proposal of suspension with Employee and considering may immediately terminate Employee's views, suspend Employee on pay while the investigation is carried out’s employment hereunder for Cause.

Termination by Employer for Cause. In the event of termination of Employee's employment hereunder by Employer may terminate "For Cause," Employee shall not be entitled to any severance pay, except as otherwise provided in any applicable benefits plans of Employer that cover Employee. A termination of Employee's employment hereunder by Employer shall be deemed to have occurred "For Cause" if, within a reasonable period after such termination, a good faith finding shall be made by a majority of the employment Board that such termination occurred as a result of any of the following: (A) any act committed by Employee for cause which shall represent a breach in any material respect of any of the terms of this Agreement and which breach is not cured within thirty (30) days of receipt by Employee of written notice from Employer of such breach; (B) improper conduct, consisting of any willful act or omission with the intent of obtaining, to Employee stating the specifics material detriment of the cause for termination. The causes for termination include: a conviction of a felonyEmployer, any benefit to which Employee would not otherwise be entitled; (C) improper conduct consisting of sexual harassment or act involving of moral turpitude; (D) gross negligence, consisting of wanton and reckless acts or a misdemeanor where imprisonment is imposed; commission of any act of theft, fraud, dishonesty or falsification of any employment or business records of Employer or any of its affiliates; misconduct omissions in connection with the performance of any of Employee's duties to the material detriment of Employer; (E) bad faith in the performance of Employee's duties, consisting of willful acts or omissions, to the material detriment of Employer, including without limitation misappropriation excessive unexcused absence from work; (F) use of funds illegal drugs or property unauthorized use of Employer alcohol in the workplace or being under the influence of illegal drugs or alcohol while at work; or (G) any conviction of, or plea of nolo contendere to, a crime (other than a traffic violation) that constitutes a felony under the laws of the United States or any political subdivision thereof. Employer shall provide written notice to Employee, within a 4 reasonable time period, that the Board is convening for purposes of its affiliates, determining whether Employee's termination of employment was For Cause and Employee (or securing or attempting his representative) shall have the right to secure personally profit appear before the Board in connection with any transaction entered into on behalf of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure of the confidential or proprietary information of Employer or any of its affiliates; willful actions that Employee knows or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeism, or failure or inability to perform any reasonable assigned duties after written notice from Employer and a reasonable opportunity to cure; or a material breach by Employee of any provision of this Agreement which is not cured within 30 days written notice. For purposes hereof, termination for "cause" shall not include any act or failure to act on Employee's part if done or omitted to be done by him in demonstrable good faith and with the reasonable belief that his act or omission was in the best interest of Employer or any of its affiliates or pursuant to an express policy of Employer at the time of such act or omission. In the event Employer wishes to investigate any alleged misconduct, Employer may, after discussing the proposal of suspension with Employee and considering Employee's views, suspend Employee on pay while the investigation is carried outdetermination.

Termination by Employer for Cause. Employer may terminate this Agreement for "Cause" if Employee (i) continually (by act or omission) fails to perform Employee's job duties in accordance with the employment terms of Employee for cause by written notice to Employee stating this Agreement and in accordance with the specifics reasonable direction of the cause for termination. The causes for termination include: Board of Directors of Employer, (ii) is convicted of, pleads guilty to, or confesses to a conviction of a felony, felony or any crime involving any act involving of dishonesty, fraud, misappropriation, embezzlement or moral turpitude, or a misdemeanor where imprisonment is imposed; commission of (iii) engages in any act of theftfraudulent, fraud, dishonesty disloyal or falsification of any employment unprofessional conduct which results in material ixxxxx xx Xxxxoyer or business records of Employer or any of its affiliates; misconduct in connection with the performance of any of Employee's duties including without limitation misappropriation of funds or property of Employer or any of its affiliates, monetarily or securing otherwise. Prior to terminating this Agreement and Employee's employment as a result of subsection (i) above or attempting as a result of disloyal or unprofessional conduct, Employer shall give Employee written notice detailing the specific acts, actions, failures, or events upon which the termination will be based, and Employee shall have thirty (30) days after such written notice to secure personally profit in connection with cease such actions or otherwise correct any transaction entered into on behalf of Employer; any violation of law such failure or regulations breach. During this thirty (30) day cure period, Employee shall have a right to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure discuss the circumstances of the confidential warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, General Counsel or proprietary information of Employer the Chief Financial Officer. If Employee does not cease such action or any of its affiliates; willful actions that Employee knows otherwise correct such failure or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeismbreach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or inability to perform breach, Employee at any reasonable assigned duties after written notice from time thereafter again so acts, fails or breaches, Employer and a reasonable opportunity to cure; or a material breach by Employee of any provision of may terminate this Agreement which is not cured within 30 days written noticeimmediately. For purposes hereof, Employer shall be obligated to pay to Employee following a termination for "cause" shall not include any act Cause, all Base Compensation and Incentive Compensation earned by or failure to act on Employee's part if done or omitted to be done by him in demonstrable good faith and with accrued for the reasonable belief that his act or omission was in benefit of Employee through the best interest date of Employer or any of its affiliates or pursuant to an express policy of Employer at the time of such act or omission. In the event Employer wishes to investigate any alleged misconduct, Employer may, after discussing the proposal of suspension with Employee and considering Employee's views, suspend Employee on pay while the investigation is carried outtermination.

Termination by Employer for Cause. Employer may terminate the Employee's employment of hereunder for Cause (as defined below) at any time. If Employer terminates Employee's employment for Cause, Employee for cause by written notice shall have no right to Employee stating the specifics of the cause for termination. The causes for termination include: a conviction of a felony, receive any act involving moral turpitude, compensation or a misdemeanor where imprisonment is imposed; commission of any act of theft, fraud, dishonesty benefit hereunder or falsification of any employment or business records of otherwise from Employer or any member of its affiliates; misconduct in connection with the performance Employer Group on and after the effective date of any termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer's next scheduled payroll date), (2) business expense reimbursement pursuant to Section 3(d), and (3) benefits provided pursuant to Section 3(c), subject to the terms and conditions applicable thereto. For purposes of this Section 11(a), Cause is defined as Employee's duties including without limitation misappropriation of funds or property of Employer or any of its affiliates(i) failure to abide by Employer's policies and procedures, (ii) misconduct, insubordination, or securing inattention to Employer's business, (iii) failure to perform the duties required of Employee up to the standards established by Employer, or attempting to secure personally profit in connection with any transaction entered into on behalf other material breach of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment this Agreement (other than as a result of a work colleague or customer; improper disclosure of the confidential or proprietary information of Employer or any of its affiliates; willful actions that Employee knows or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeismDisability), or (iv) failure or inability to perform any reasonable assigned duties after satisfy the requirements stated in Section 7 above. Prior to a termination for Cause under this Section 11(a), Employer must provide a written notice from Employer of deficiency to Employee and thereafter provide Employee with a reasonable opportunity to cure the deficient conduct, if such conduct is capable of being cured. If such activity is incapable of being cured or if, after a reasonable opportunity to cure; or a material breach by , Employee of any provision of this Agreement which is not cured within 30 days written notice. For purposes hereoffails to cure the deficient conduct, termination for "cause" shall not include any act or failure to act on Employer may immediately terminate Employee's part if done or omitted to be done by him in demonstrable good faith and with the reasonable belief that his act or omission was in the best interest of Employer or any of its affiliates or pursuant to an express policy of Employer at the time of such act or omission. In the event Employer wishes to investigate any alleged misconduct, Employer may, after discussing the proposal of suspension with Employee and considering Employee's views, suspend Employee on pay while the investigation is carried outemployment hereunder for Cause.

Termination by Employer for Cause. Employer may may, at its option, terminate the employment of Employee Employment Period for cause “Cause” based on objective factors determined in good faith by written notice to Employee stating the specifics a majority of the cause for termination. The causes Chief Executive Officer and the Board of Directors as set forth in a Notice of Termination to Executive specifying the reasons for termination include: and the failure of the Executive to cure same within ten (10) days of her receiving the Notice of Termination; provided, that in the event the Board of Directors in good faith determines that the underlying reasons giving rise to such determination cannot be cured, then said cure period shall not apply and the Employment Period shall terminate on the date of Executive’s receipt of the Notice of Termination (the “Termination Date”). For purposes of this Agreement, “Cause” is defined as (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee, (ii) Executive’s conviction of, or plea of nolo contendere to, a conviction felony or any crime involving fraud, embezzlement or any other act of a felony, any act involving moral turpitude, (iii) Executive’s gross misconduct, (iv) Executive’s unauthorized use or a misdemeanor where imprisonment is imposed; commission disclosure of any act proprietary information or trade secrets of theft, fraud, dishonesty the Company or falsification any other party to whom Executive owes an obligation of nondisclosure as a result of Executive’s relationship with the Company; (v) Executive’s willful breach of any employment obligations under any written agreement or business records of Employer or any of its affiliates; misconduct in connection covenant with the performance of any of Employee's duties including without limitation misappropriation of funds Company; or property of Employer or any of its affiliates, or securing or attempting to secure personally profit in connection with any transaction entered into on behalf of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure of the confidential or proprietary information of Employer or any of its affiliates; willful actions that Employee knows or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated (vi) Executive’s continued failure to follow reasonable instructions of Employer; chronic absenteeism, or failure or inability to perform any reasonable assigned his employment duties after Executive has received a written notice demand of performance from Employer and a reasonable opportunity to cure; or a material breach by Employee of any provision of this Agreement the Company which is not cured within 30 days written notice. For purposes hereof, termination specifically sets forth the factual basis for "cause" shall not include any act or failure to act on Employee's part if done or omitted to be done by him in demonstrable good faith and with the reasonable Company’s belief that Executive has not substantially performed his act or omission was in duties and has failed to cure such non-performance to the best interest of Employer or any of its affiliates or pursuant to an express policy of Employer at the time of Company’s satisfaction within 10 business days after receiving such act or omission. In the event Employer wishes to investigate any alleged misconduct, Employer may, after discussing the proposal of suspension with Employee and considering Employee's views, suspend Employee on pay while the investigation is carried outnotice.

Termination by Employer for Cause. Employer may terminate the Employee’s employment of hereunder for Cause (as defined below) at any time. If Employer terminates Employee’s employment for Cause, Employee for cause by written notice shall have no right to Employee stating the specifics of the cause for termination. The causes for termination include: a conviction of a felony, receive any act involving moral turpitude, compensation or a misdemeanor where imprisonment is imposed; commission of any act of theft, fraud, dishonesty benefit hereunder or falsification of any employment or business records of otherwise from Employer or any member of its affiliates; misconduct in connection with the performance Employer Group on and after the effective date of any termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 3(d), and (3) benefits provided pursuant to Section 3(c), subject to the terms and conditions applicable thereto. For purposes of this Section 11 (a), Cause is defined as Employee's duties including without limitation misappropriation of funds or property of Employer or any of its affiliates’s (i) failure to abide by Employer’s policies and procedures, (ii) misconduct, insubordination, or securing inattention to Employer’s business, (iii) failure to perform the duties required of Employee up to the standards established by the Board, or attempting to secure personally profit in connection with any transaction entered into on behalf other material breach of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment this Agreement (other than as a result of a work colleague or customer; improper disclosure of the confidential or proprietary information of Employer or any of its affiliates; willful actions that Employee knows or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeismDisability), or (iv) failure or inability to perform any reasonable assigned duties after satisfy the requirements stated in Section 7 above. Prior to a termination for cause under this paragraph 11(a), the Employer must provide a written notice from Employer letter of deficiency to Employee which details Employee’s deficient conduct and a reasonable opportunity to cure; or a material breach by thereafter provide Employee of any provision of this Agreement which is not cured within 30 days written noticeto cure such deficiency. For purposes hereof, termination for "cause" shall not include any act or failure to act on Employee's part if done or omitted to be done by him in demonstrable good faith and with the reasonable belief that his act or omission was in the best interest of Employer or any of its affiliates or pursuant to an express policy of Employer at the time of such act or omission. In the event Employer wishes to investigate any alleged misconductIf after 30 days, Employer maycontinues to believe cause exists to terminate the Employee, after discussing then Employer shall send a second letter to Employee terminating Employee that memorializes the proposal failure of suspension with Employee and considering Employee's views, suspend Employee on pay while to cure the investigation is carried outasserted deficiency.

Termination by Employer for Cause. Employer The Company may terminate Employee’s employment only for “Cause.” A termination for Cause is a termination evidenced by a finding adopted in good faith by the employment Board that Employee (i) willfully and continually failed to substantially perform his duties with the Company (other than a failure resulting from Employee’s incapacity due to illness, physical or mental disability or other incapacity) and such failure continues after the Board has given written notice that Employee has failed to perform his duties, (ii) has been convicted of Employee for cause by a felony, (iii) has breached this Agreement in any material respect if such breach is not cured or remedied reasonably promptly after the Board has given written notice to Employee stating the specifics providing a reasonable description of the cause for termination. The causes for termination include: a conviction of a felony, any act involving moral turpitudebreach, or a misdemeanor where imprisonment is imposed; commission of any act of theft, fraud, dishonesty or falsification of any employment or business records of Employer or any of its affiliates; misconduct (iv) engaged in conduct constituting willful malfeasance in connection with his employment which is materially and demonstrably injurious to the performance of any of Employee's duties including without limitation misappropriation of funds Company and its subsidiaries taken as a whole, or property of Employer (v) has been barred by the Securities Exchange Commission or any of its affiliates, court or securing or attempting to secure personally profit in connection with any transaction entered into on behalf of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment agency having jurisdiction from serving as an officer of a work colleague or customer; improper disclosure of the confidential or proprietary information of Employer or any of its affiliates; willful actions that Employee knows or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated failure to follow reasonable instructions of Employer; chronic absenteeismpublicly traded company. No act, or failure to act, on Employee’s part, shall be considered “willful” for purposes of (i) or inability (iv) above unless he has acted or failed to perform any reasonable assigned duties after written notice from Employer act with an absence of good faith and without a reasonable opportunity to cure; or a material breach by Employee of any provision of this Agreement which is not cured within 30 days written notice. For purposes hereof, termination for "cause" shall not include any act belief that his action or failure to act on Employee's part if done or omitted to be done by him in demonstrable good faith and with the reasonable belief that his act or omission was in the best interest interests of the Company. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by Employee after Notice of Termination (as hereinafter defined) is given by Employer or any shall constitute Cause for purposes of its affiliates or pursuant to an express policy this Agreement. Termination for Cause shall be by action of Employer at the time of such act or omission. In the event Employer wishes to investigate any alleged misconduct, Employer may, Board after discussing the proposal of suspension with giving Employee and considering his legal advisor an opportunity to meet with the Board, contest the basis for termination, and to demonstrate that Employee's views, suspend Employee on pay while ’s continued employment is in the investigation is carried outbest interests of the Company.