Common use of Termination by the Company for Cause Clause in Contracts

Termination by the Company for Cause. Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations).

Termination by the Company for Cause. The Company shall have the right to terminate Executive’s employment may hereunder for Cause, which shall be terminated communicated by the Company for Cause a “Notice of Termination” (as defined below in this subsection below), effective upon either (b)). In the event of a termination i) 30 days advice written notice, or (ii) payment to Executive of Executive’s employment by the Company then-current Base Salary for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii)such 30 day period. For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury Notwithstanding anything to the businesscontrary contained herein, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event if Executive’s employment is terminated by other than pursuant to this Section 15(a), after which the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board determines that Executive’s employment could acts or omissions would have been terminated constituted grounds to terminate Executive for Cause under clauses (iv)Cause, (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, then Executive shall be deemed to have been terminated for CauseCause pursuant to this Section 15(a); provided that, such determination shall be made following the procedure contemplated by the Notice of Termination procedures set forth below. In the event of such termination, then the Company shall pay to Executive her then current Base Salary and Benefits accrued, and any expenses for which Executive is entitled to be reimbursed, up to and including the effective as of the date of such termination. Executive shall not be entitled to any other salary, bonus, benefits or other compensation as a result of termination pursuant to this Section 15(a). For purposes hereof, “Cause” means the occurrence of any one of the events giving rise following on the part of Executive: (i) conviction of or a plea of nolo contendre to the Cause termination. Upon such determination, a felony or act of moral turpitude which affects or reflects on the Company shall or any Affiliate in a material and negative manner; (xii) immediately cease paying attempted or actual theft, fraud or embezzlement of money or tangible or intangible assets or property of the Company or any termination benefits pursuant to Section 9 hereof Affiliate; (iii) gross negligence or willful misconduct in respect of Executive’s performance of her duties and (y) Executive shall be obligated to immediately repay responsibilities to the Company all amounts theretofore paid or any Affiliate; or (vi) breach of any material term, covenant, representation or warranty contained in this Agreement, which such breach (if susceptible to cure) remains uncured or is repeated following fifteen (15) days’ written notice from the Company to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)thereof.

Termination by the Company for Cause. Executive’s employment The Company may, at any time and without notice, terminate the Employee for "Cause". Termination for "Cause" shall include but not be limited to termination based upon any of the following: (a) repeated failure to perform the duties of the Employee's position in a satisfactory manner; (b) fraud, misappropriation, embezzlement or acts of similar dishonesty; (c) conviction of or entrance of a plea of no contest for a felony involving moral turpitude; (d) illegal use of drugs or excessive use of alcohol in the workplace; (e) intentional and willful misconduct that may be terminated by subject the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to criminal or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreementcivil liability; (iif) a material breach of the Employee's duty of loyalty, including the diversion or usurpation of corporate opportunities properly belonging to the Company; (g) willful disregard of Company policies and willful violation by Executive procedures; (h) breach of any of the Policies material terms of the Employment Agreement; and (as defined in Section 13); (iiii) insubordination or deliberate refusal to follow the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result lawful instructions of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to the Board of Directors of PPIH. Termination for Cause will result in material injury to immediate termination, no Severance, no STI for the businessyear of termination, reputation or prospects and forfeiture of the Company or all unvested Restricted Stock, RSUs and any of its Affiliates; other equity awards. Cause shall not exist under subsections (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (ia), (ii) f), or (iiih) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed Employee fails to cure such event the alleged misconduct, breach or events within violation after being given thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated days' written notice by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Causealleged misconduct, it breach or violation that is determined in good faith by asserted as the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated basis for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations).

Termination by the Company for Cause. Executive’s The Company may discharge the Executive and thereby terminate his employment hereunder upon written notice to the Executive for any of the following reasons: (i) material violation of any policy regarding substance abuse as may be terminated promulgated by the Company for Cause from time to time; (ii) the willful failure to perform the duties or responsibilities of his position as defined below in this subsection (b)). In those may be delegated or assigned to the event of a termination of Executive’s employment Executive by the Company for Cause, no termination benefits shall be payable to President and COO or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means by the Board; (iiii) a any material breach by Executive of any provision covenant or agreement contained in Sections 6, 7 or 8 of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence engaging in intentional conduct that has caused or is reasonably expected causes material damage to result in material injury to the business, reputation or prospects of the Company or any of its Affiliatesbusiness reputation; (v) Executive’s fraud conviction (by trial or misappropriation guilty plea) or a plea of fundsnon-contest, nolo contendere or similar plea to a felony (or misdemeanor which the Company determines to have or could have a material adverse effect on the Company or its reputation) which has become non-appealable; (vi) adjudication as an incompetent; or (vivii) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case misappropriation of any breach funds or property of clauses the Company, theft, embezzle ment or fraud; provided, however, that with respect only to subsections (i), ) and (ii) or (iii) that is curableabove, no termination there under shall be effective unless the Company shall have given Executive notice not discharge the Employee for cause unless the Employee fails, refuses or for any reason does not cure such violation to the reasonable satisfaction of the event or events constituting Cause and Executive shall have failed to cure such event or events Company within thirty (30) business days after receipt of such noticefollowing written notice from the Company that there exists a reason for discharge for cause. If, in In the event Executive’s employment is terminated by that the Company Without Cause (as defined in subsection (c) below) and, on or before shall discharge the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (ivExecutive pursuant to this Section 5(a), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying not have any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In additionfurther obligation or liability under this Agreement, if not repaid, except that the Company shall pay to the Executive: (i) any portion of the Executive's Base Salary for the period up to the date of termination that has been earned but remains unpaid; and (ii) any benefits that have accrued to the right to set off from any amounts otherwise due to Executive any amounts previously under the terms of the executive benefit plans of the Company in which he is a participant, which benefits shall be paid pursuant to Section 9(f) (other than in accordance with the Accrued Obligations)terms of those plans.

Termination by the Company for Cause. Executive’s employment may be terminated by the Company Termination for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means shall mean termination because of (i) the continued, willful failure by the Executive to perform substantially his duties with the Company after a material breach written demand for substantial performance is delivered to the Executive by the Board of the Corporation which specifically identifies the manner in which the Board believes that the Executive of any provision of this Agreementhas not substantially performed the Executive’s duties; (ii) the Executive’s conviction of, or plea of guilty or nolo contendere to, a material and willful violation by Executive of any of the Policies (as defined in Section 13)crime that constitutes a felony; (iii) the failure willful engaging by the Executive in misconduct that is materially and demonstrably injurious to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliatesaffiliates; (iv) the willful breach by the Executive of the covenant set forth in Section 9 below not to disclose any confidential information pertaining to the Company or any of its affiliates or the covenant set forth in Section 8(a) below relating to not competing with the Company or any of its affiliates; or (v) the Executive’s fraud failure to comply with a material written Company policy applicable to the Executive and related to workplace conduct as may exist or misappropriation be amended from time to time. No act or failure to act shall be considered “willful” for purposes hereof, unless it is done, or omitted to be done, by the Executive in bad faith and without reasonable belief that his action or omission is in the best interests of funds; or the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless (viA) the commission Executive has been given written notice in reasonable detail by the Company of the occurrence of one or more of the circumstances claimed to constitute Cause within thirty (30) days of the Board of Directors of the Corporation becoming aware of such circumstances and, except for terminations pursuant to Section 6(a)(ii), an opportunity for thirty (30) days to cure any such circumstances (to the extent such circumstances are subject to cure), and such circumstances remain uncured at the end of such thirty (30)-day period (provided that, in the event that the Executive cures such circumstances, the notice of termination shall be nullified) and (B) there shall have been delivered to the Executive a copy of a felony or other serious crime involving moral turpitude; resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board of Directors of the Corporation (excluding the Executive) at a meeting of the Board of Directors of the Corporation called and held for such purpose (after reasonable notice is provided to the Executive and the Executive, together with counsel for the Executive, is afforded the opportunity to present whatever facts he reasonably believes are relevant to the Board for its consideration) finding that the Executive is guilty of the conduct described in the case of any breach of clauses (i), (iiiii), (iv) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)above.

Termination by the Company for Cause. Executive’s employment The Company may be terminated by the Company terminate this Agreement for Cause (as defined below in this subsection (b))Cause. In the event of a A termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of for "Cause" if the Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) has been convicted of a material breach by Executive of any provision of this Agreement; felony, or (ii) a material and willful violation by Executive has engaged in an act or acts of any personal dishonesty intended to result in substantial personal enrichment of the Policies (as defined in Section 13); Executive at the expense of the Company, or (iii) the failure by Executive to reasonably has intentionally engaged in other conduct that is demonstrably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury materially injurious to the businessCompany, reputation monetarily or prospects otherwise; PROVIDED, HOWEVER, that no termination of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that 's employment shall be for Cause as set forth in the case of any breach of clauses (i), clause (ii) or (iii) that is curable, no termination above until (A) there under shall be effective unless the Company shall have given been delivered to the Executive a copy of a written notice of setting forth that the event Executive has been charged with the conduct set forth in clause (ii) or events constituting Cause (iii) and specifying the particulars thereof in detail; (B) the Executive shall have failed been provided an opportunity to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith be heard by the Board that (with the assistance of the Executive’s employment could have been terminated for Cause under clauses 's counsel if the Executive so desires); and (iv), C) the Board (v) or (vi) hereof, Executive’s employment shall, at without including the election Executive if he is a member of the Board, ) unanimously determines to terminate Executive's employment. No act nor failure to act on the Executive's part shall be deemed considered "intentional" unless he has acted or failed to have been terminated for Cause, effective as act with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the date of the occurrence of the events giving rise Company. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given by the Executive will constitute Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)for purposes of this Agreement.

Termination by the Company for Cause. At any time during the Term, the Company, may terminate Executive’s employment may be terminated by the Company for Cause (as defined below by providing him with written notice of the termination for Cause specifying in this subsection (b)). In such notice the event of a termination of date and Executive’s employment by will terminate at the Company for Cause, no end of the day on the termination benefits shall be payable to or date specified in respect of Executive except as provided in Section 9(f)(ii)such note. For purposes of this Agreement, “Cause” means the occurrence of one or more of the following events: (i) Executive’s conviction for, or pleading no contest to, a material breach by Executive felony or any crime that is materially and demonstrably injurious to the financial condition, reputation, or goodwill of any provision of this Agreementthe Company; (ii) a material and willful violation by Executive Executive’s misappropriation of any of the Policies (as defined in Section 13)material Company property or Confidential Information; (iii) Executive’s willful misconduct in connection with the failure by Executive to reasonably and substantially perform performance of his duties hereunder (other than as a result of physical or mental illness or injury)job duties; (iv) Executive’s willful misconduct intentional violation of any material international, federal, state or gross negligence that has caused local law or is reasonably expected to result in material injury regulation applicable to the business, reputation or prospects business of the Company or any of its AffiliatesCompany; or, (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case breach of any material covenant, condition or provision of this Agreement or any policies or procedures of the Company, or failure to perform his duties or responsibilities or to comply with any lawful directive of the Board, and such breach of clauses (i)or failure, (ii) or (iii) that is if curable, no remains unremedied for a period of ten (10) days after the Company provided Executive with a written notice of such violation. Upon termination there of the Executive’s employment for Cause, the Company’s obligation to pay or provide Executive compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide his Accrued Compensation. Any benefits payable under insurance, retirement, bonus and/or profit-sharing plans, as a result of Executive’s eligibility and participation in such plans through such date, shall be effective unless paid when due under those plans. Other than the foregoing, the Company shall will have given no further obligations to Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events under this Agreement. The Accrued Compensation will be paid within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)Date.

Termination by the Company for Cause. Executive’s The Company may terminate the employment may be terminated by the Company of Executive hereunder for Cause (as defined below hereinafter defined). Executive shall be entitled to thirty (30) days prior written notice of the Company’s intent to terminate Executive hereunder and the right to address and/or cure such Cause during such thirty (30) day notice period, to the extent curable. Any notice of intent to terminate for Cause must specify the particular grounds therefor in reasonable detail. In the event that the employment of Executive is terminated pursuant to this subsection clause (b), the Company will pay to Executive the amount of all accrued but unpaid Base Salary to the date of such termination, but no annual Incentive Bonus will be paid with respect to (x) the fiscal year in which termination occurs, or (y) the immediately prior fiscal year if Executive is terminated under this clause (b) prior to payment of the Incentive Bonus applicable to such prior fiscal year. As used herein, “Cause” means Executive’s (i) having committed in the performance of his duties under this Agreement one or more acts or omissions constituting fraud, dishonesty, or willful injury to the Company which results in a material adverse effect on the business, financial condition or results of operations of the Company, (ii) having committed one or more acts constituting gross neglect or willful misconduct which results in a material adverse effect on the business, financial condition or results of operations of the Company, (iii) breach of fiduciary duty, (iv) failure to substantially perform assigned duties relating to Executive’s performance hereunder (other than any such failure owing to Executive becoming Disabled (as hereinafter defined)) as reasonably determined by a majority of the entire Compensation Committee of the Board of Directors of the Company, after consultation with the Chief Executive Officer of the Company, (v) conviction of, or the entry by the Executive of any plea of guilty or nolo contendere to, any felony, (vi) material breach of any provision of this Agreement as reasonably determined by the Compensation Committee of the Board of Directors of the Company, after consultation with the Chief Executive Officer; provided, however, that in any of the foregoing circumstances, Executive has failed to cure such Cause, to the extent curable, within the thirty (30) day period referenced in the second sentence of this Section 6(b). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses solely pursuant to (iv), (v) or (vi) hereofabove, Executive’s employment shall, any stock option held by Executive that is vested at the election time of such termination may be exercised until the Board, be deemed earlier to have been occur of (A) the expiration date of such option pursuant to its terms and (B) one year after such termination. In the event Executive is terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits other than solely pursuant to Section 9 hereof and (yiv) or (vi) above, any stock option held by Executive shall immediately expire and no longer be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)exercisable upon such termination.

Termination by the Company for Cause. At any time during the Term, the Company may terminate the Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company hereunder for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means shall mean: (i) conduct by the Executive constituting a material act of willful misconduct in connection with the performance of the Executive’s duties that results in loss, damage or injury that is material to the Company; (ii) the commission by the Executive of (A) any felony or (B) a misdemeanor in which dishonesty or fraud is a material element, (iii) continued, willful and deliberate non-performance by the Executive of the Executive’s duties hereunder (other than by reason of the Executive’s physical or mental illness, incapacity or disability); (iv) a material breach by the Executive of any provision Section 6 of this AgreementAgreement that results in loss, damage or injury that is material to the Company; (iiv) willful failure to cooperate with a material and bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful violation by Executive destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of any of the Policies others to fail to cooperate or to produce documents or other materials in connection with such investigations; or (as defined in Section 13); (iiivi) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical fraud, embezzlement or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of theft against the Company or any of its Affiliates; Affiliates (vas defined in Section 6(a) Executive’s fraud or misappropriation of funds; or (vi) below). With respect to the commission by Executive of a felony or other serious crime involving moral turpitude; provided that events in the case of any breach of clauses (i), (ii) or (iii) that is curableand (iv) herein, no termination there under shall be effective unless the Company shall have given delivered written notice to the Executive of its intention to terminate the Executive’s employment for Cause, which notice of specifies in reasonable detail the event or events constituting circumstances claimed to give rise to the Company’s right to terminate the Executive’s employment for Cause and the Executive shall not have failed cured such circumstances to the extent such circumstances are reasonably susceptible to cure such event or events as determined by the Board in good faith within thirty (30) business days after receipt following the Company’s delivery of such notice. IfFor avoidance of doubt, “Cause” shall not include (w) below par or below average operational performance, in and of itself; (x) expense reimbursement disputes in which the event Executive’s employment is terminated by the Company Without Cause Executive acts in reasonable good faith; (as defined in subsection (cy) below) andoccasional, on or before the 12-month anniversary customary and de minimis use of the applicable Date of Termination of such termination Without Cause, it is determined Company’s property for personal purposes; and (z) acting in good faith by the Board that Executiveupon advice of Company’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)legal counsel.

Termination by the Company for Cause. ExecutiveAt any time during the Term, the Company may terminate the Employee’s employment may be terminated by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company hereunder for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means shall mean: (i) conduct by the Employee constituting a material act of willful misconduct in connection with the performance of the Employee’s duties that results in loss, damage or injury that is material to the Company; (ii) the commission by the Employee of (A) any felony or (B) a misdemeanor in which dishonesty or fraud is a material element, (iii) continued, willful and deliberate non-performance by the Employee of the Employee’s duties hereunder (other than by reason of the Employee’s physical or mental illness, incapacity or disability); (iv) a material breach by Executive the Employee of any provision Section 6 of this AgreementAgreement that results in loss, damage or injury that is material to the Company; (iiv) willful failure to cooperate with a material and bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful violation by Executive destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of any of the Policies others to fail to cooperate or to produce documents or other materials in connection with such investigations; or (as defined in Section 13); (iiivi) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical fraud, embezzlement or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of theft against the Company or any of its Affiliates; Affiliates (vas defined in Section 6(a) Executive’s fraud or misappropriation of funds; or (vi) below). With respect to the commission by Executive of a felony or other serious crime involving moral turpitude; provided that events in the case of any breach of clauses (i), (ii) or (iii) that is curableand (iv) herein, no termination there under shall be effective unless the Company shall have given Executive delivered written notice to the Employee of its intention to terminate the event or events constituting Employee’s employment for Cause, which notice specifies in reasonable detail the circumstances claimed to give rise to the Company’s right to terminate the Employee’s employment for Cause and Executive the Employee shall not have failed cured such circumstances to the extent such circumstances are reasonably susceptible to cure such event or events as determined by the Board in good faith within thirty (30) business days after receipt following the Company’s delivery of such notice. IfFor avoidance of doubt, “Cause” shall not include (w) below par or below average operational performance, in and of itself; (x) expense reimbursement disputes in which the event Executive’s employment is terminated by the Company Without Cause Employee acts in reasonably good faith; (as defined in subsection (cy) below) andoccasional, on or before the 12-month anniversary customary and de minimis use of the applicable Date of Termination of such termination Without Cause, it is determined Company’s property for personal purposes; and (z) acting in good faith by the Board that Executiveupon advice of Company’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)legal counsel.

Termination by the Company for Cause. Executive’s employment Executive may be terminated for "Cause" by the Company as provided below. As used herein, the term "Cause" shall mean (i) conviction of the Executive for a felony; or (ii) the commission by the Executive of fraud or theft against, or embezzlement from, the Company. For purposes of this section, no act or failure to act on Executive's part shall be considered to be reason for termination for Cause if done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the Company. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two thirds of the entire membership of the Board at a meeting of the Board held for the purpose (after ten (10) days' prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for him, together with his counsel, to be heard before the Board at such meeting), of finding that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth above in this Section 10(a) and specifying the particulars thereof in detail. As set forth more fully in Section 10(f) hereof, the "Date of Termination" (which shall be no earlier than 30 days after delivery of the written notice to the Executive) shall be the date specified in the "Notice of Termination;" provided, however, that in the case of a termination for Cause under clauses 10(a)(i) and 10(a)(ii) above, the Date of Termination shall be the date of delivery of the Notice of Termination. Anything herein to the contrary notwithstanding, if, following a termination of the Executive's employment by the Company for Cause (as defined below based upon the conviction of the Executive for a felony, such conviction is overturned in this subsection (b)). In a final determination on appeal, the event of a termination of Executive’s employment by the Company for Cause, no termination benefits Executive shall be payable entitled to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material the payments and willful violation by Executive of any the economic equivalent of the Policies (as defined in Section 13); (iii) benefits the failure by Executive to reasonably and substantially perform would have received if his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is had been terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations).

Termination by the Company for Cause. Executive’s The Company may terminate the employment may be terminated by the Company of Executive hereunder for Cause (as defined below hereinafter defined). Executive shall be entitled to thirty (30) days prior written notice of the Company’s intent to terminate Executive hereunder and the right to address and/or cure such Cause during such thirty (30) day notice period. Any notice of intent to terminate for Cause must specify the particular grounds therefor in reasonable detail. In the event that the employment of Executive is terminated pursuant to this subsection clause (b), the Company will pay to Executive the amount of all accrued but unpaid Base Salary to the date of such termination, but no annual incentive bonus will be paid with respect to (x) the year in which termination occurs, or (y) the immediately prior year if Executive is terminated under this clause (b) prior to payment of the bonus applicable to such prior year. As used herein, “Cause” means Executive’s (i) personal dishonesty, (ii) willful misconduct, (iii) breach of fiduciary duty, (iv) failure to substantially perform assigned duties relating to Executive’s performance hereunder (other than any such failure owing to Executive becoming Disabled (as hereinafter defined)) as reasonably determined by a majority of the entire Compensation Committee of the Board of Directors of the Company, after consultation with the Chief Executive Officer of the Company, (v) conviction of, or the entry by the Executive of any plea of guilty or nolo contendre to, any felony or other lesser crime that would require removal from his position at the Company (e.g. any alcohol or drug related misdemeanor) or (vi) material breach of any provision of this Agreement as reasonably determined by the Compensation Committee of the Board of Directors of the Company, after consultation with the Chief Executive Officer; provided, however, that in any of the foregoing circumstances, Executive has failed to cure such Cause within the fifteen (15) day period referenced in the second sentence of this Section 6(b). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses solely pursuant to (iv), (v) or (vi) hereofabove, Executive’s employment shall, any stock option held by Executive that is vested at the election time of such termination may be exercised until the Board, be deemed earlier to have been occur of (i) the expiration date of such option pursuant to its terms and (ii) one year after such termination. In the event Executive is terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits other than solely pursuant to Section 9 hereof and (yiv) or (vi) above, any stock option held by Executive shall immediately expire and no longer be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)exercisable upon such termination.

Termination by the Company for Cause. The Executive’s 's employment hereunder may be terminated for Cause upon written notice by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii)Company. For purposes of this Agreement, “"Cause” means " shall mean (i) the willful and continued failure by the Executive to substantially perform his obligations under this Agreement (other than such failure resulting from his Disability) after a material breach demand for substantial performance has been delivered to him by the Board which specifically identifies the manner in which the Board believes the Executive of any provision of this Agreementhas not substantially performed such provisions and the Executive has failed to remedy the situation three months after such demand; (ii) a material the Executive's willfully engaging in conduct materially and willful violation by Executive of any demonstrably injurious to the property or business of the Policies (as defined in Section 13)Company, including without limitation, fraud, misappropriation of funds or other property of the Company, other willful misconduct, gross negligence or conviction of a felony or any crime of moral turpitude; or (iii) the failure Executive's material breach of this Agreement which breach has not been remedied by the Executive to reasonably and substantially perform his duties hereunder (other than as a result within three months after the receipt by the Executive of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence written notice from the Company that has caused or the Executive is reasonably expected to result in material injury breach of this Agreement, specifying the particulars of such breach. For purposes of this Agreement, no act, or failure to act, on the business, reputation or prospects part of the Company Executive shall be deemed "willful" or any of its Affiliates; engaged in "willfully" if it (vi) Executive’s fraud was due primarily to an error in judgment or misappropriation of funds; negligence, but shall be deemed "willful" or (vi) engaged in "willfully" only if done, or omitted to be done, by the commission by Executive of a felony not in good faith and without reasonable belief that his action or other serious crime involving moral turpitude; provided that omission was in the case best interest of any breach of clauses (i)the Company, (ii) was approved in advance by the Chief Executive Officer or the Board, or (iii) that is curable, no termination there under shall be effective unless was done or omitted in accordance with the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary terms of the applicable Date of Termination of such termination Without CauseCompany policy then in effect. Notwithstanding the foregoing, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, Executive shall not be deemed to have been terminated for as a result of "Cause, effective as " hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the date Board then in office at a meeting of the occurrence Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the events giving rise Board, the Executive has committed an act set forth above in this Section 5(D) and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his legal representative to contest the Cause termination. Upon validity or propriety of any such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations).

Termination by the Company for Cause. The Company may terminate this Agreement for Cause at any time and upon such termination the Executive’s employment may will terminate, in which event no salary or bonus will be terminated by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii)paid after such termination. For purposes of this Agreement, the term “Cause” means will mean and be strictly limited to: (i) conviction of the Executive for, or the Executive’s plea of guilty or nolo contendere with respect to, a material breach by Executive felony or any crime involving moral turpitude, fraud, or embezzlement that discredits the Company or is detrimental to the reputation or goodwill of any provision of this Agreementthe Company; (ii) a material and willful violation by Executive commission of any material act of fraud or dishonesty by the Executive against the Company or commission of an immoral or unethical act that materially reflects negatively on the Company, if first the Executive is provided with written notice of the Policies (as defined in Section 13)claim and with an opportunity to contest it before the Board of Directors; (iii) the failure by Executive’s violation of the Company’s Code of Business Conduct and Ethics, which violation the Executive knows or reasonably should know could reasonably be expected to reasonably materially discredit the Company or be materially detrimental to the reputation or goodwill of the Company, if first the Executive is provided with written notice of the violation and substantially perform his duties hereunder (other than as a result with an opportunity to contest it before the Board of physical Directors, or mental illness or injury); (iv) the Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in continual and material injury to the business, reputation or prospects breach of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation obligations under section 2 of funds; or (vi) this Agreement as determined by the commission by Human Resources and Compensation Committee of SKS’s Board of Directors after the Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have has been given Executive written notice of the event or events constituting Cause breach and Executive shall have failed a reasonable opportunity to cure such event the breach. Termination for Cause will be effective immediately upon notice sent or events within thirty (30) business days after receipt given to the Executive. Termination of such notice. If, this Agreement in accordance with this section 6 will not terminate the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on obligations under section 8 of this Agreement or before the 12-month anniversary SKS’s obligations under section 7 of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)this Agreement.

Termination by the Company for Cause. The Company shall have the right, exercisable at any time, to terminate the Executive’s employment may be terminated by the Company under this Agreement with immediate effect for Cause (as defined below below) by providing written notice in this subsection (b)). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in accordance with Section 9(f)(ii)6.4. For purposes of this Agreement, “Cause” means shall mean: (i) a material breach Executive’s gross negligence or willful misconduct in the performance of Executive’s duties or willful or repeated failure or refusal to perform any duties reasonably requested by Executive of any provision of this Agreementthe CEO, provided such duties are consistent with his title and position; (ii) a material Executive’s act or omission which constitutes misrepresentation or fraud and willful violation by Executive of any of which causes, or is reasonably likely to cause, more than de minimis harm to the Policies Company, Parent or its affiliates (as defined in Section 13together with Parent, the “Group”), including its or their business or reputation; (iii) Executive’s material violation of the failure by Company’s or the Group’s lawful and material policies or procedures of which the Executive has had prior written notice or any laws, regulations or rules that are material to reasonably and substantially perform his duties hereunder (other than as a result the business of physical the Company or mental illness or injury)the Group; (iv) Executive’s willful misconduct material breach of this Agreement or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its AffiliatesProprietary Information and Inventions Agreement; (v) Executive’s fraud commission, indictment on charges related to, conviction of, or misappropriation plea of fundsguilty or no contest to a felony or similar or equivalent charge pursuant to applicable law, involving dishonesty that caused, or is reasonable likely to cause, more than de minimis harm to the Company or any entity in the Group, including its or their business or reputation; or (vi) the commission by Executive Executive’s misappropriation of a felony Company or other serious crime involving moral turpitude; provided that in the case of any Group assets or breach of his fiduciary duties to the Company or the Group; provided, however, that a termination shall not be a termination for Cause with respect to any event or circumstance described in clauses (i), (ii) iii), or (iiiiv) that is curable, no termination there under shall be effective unless reasonably susceptible of cure (as determined by the Company shall have in its reasonable discretion) (a “Curable Event”) unless (a) Executive has been given Executive written notice of the event Curable Event and at least ten (10) business days to cure, and (b) the Curable Event or events constituting circumstance remains uncured at the end of such ten (10) business day period; provided, however, that if such failure to cure cannot reasonably be remedied within such ten (10) business day period (as determined by the Company in its reasonable discretion), it shall not constitute Cause and hereunder if the Executive shall have failed to cure commence such event or events remedy within such ten (10) business day period and thereafter diligently pursues such remedy and causes its completion within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)thereafter.

Termination by the Company for Cause. The Company may terminate the Executive’s employment may be terminated at any time for “Cause,” which shall mean only (i) the intentional failure to perform (excluding by reason of disability) or gross negligence or willful misconduct in the Company for Cause performance of regular duties or other breach of fiduciary duty or material breach of this Agreement which remains uncured after thirty (as defined below 30) days’ notice specifying in this subsection reasonable detail the nature of the failure, negligence, misconduct or breach and what is required of the Executive to cure, (b))ii) conviction or plea of nolo contendere to a felony or (iii) fraud or embezzlement or other dishonesty which has a material adverse effect on the Company. In Before terminating the event of a termination of Executive’s employment by the Company Executive for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (iA) a material breach by Executive of any provision of this Agreement; at least two-thirds (ii2/3) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects members of the Company or any Board (excluding the Executive, if a Board member) must conclude in good faith that, in their view, one of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that events described in the case of any breach of clauses subsection (i), (ii) or (iii) above has occurred and (B) such Board determination must be made at a duly convened meeting of the Board (X) of which the Executive received written notice at least ten (10) days in advance, which notice shall have set forth in reasonable detail the facts and circumstances claimed to provide a basis for the Company’s belief that is curableone of the events described in subsection (i), no (ii) or (iii) above occurred and, in the case of an event under subsection (i), remains uncured at the expiration of the notice period, and (Y) at which the Executive had a reasonable opportunity to make a statement and answer the allegations against the Executive. In the event of the termination there under of the Executive’s employment by the Company for Cause, the Company shall be effective unless pay to the Executive the Termination Entitlements and the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise no further obligation to the Cause termination. Upon such determinationExecutive hereunder, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Surviving Company Obligations). The parties acknowledge and agree that this definition of “Cause” shall be applicable and controlling with respect to the option agreements executed by the Executive under the 1999 Stock Option Plan for Incentive Stock Options and/or 1999 Stock Option Plan for Non-Qualified Options, pursuant to the terms of Section 14 of each such option agreement.

Termination by the Company for Cause. ExecutiveAt any time during the Term, the Company may terminate the Employee’s employment may be terminated by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company hereunder for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means shall mean: (i) conduct by the Employee constituting a material act of willful misconduct in connection with the performance of the Employee’s duties that results in loss, damage or injury that is material to the Company; (ii) the commission by the Employee of (A) any felony or (B) a misdemeanor in which dishonesty or fraud is a material element, (iii) continued, willful and deliberate non-performance by the Employee of the Employee’s duties hereunder (other than by reason of the Employee’s physical or mental illness, incapacity or disability); (iv) a material breach by Executive the Employee of any provision Section 6 of this AgreementAgreement that results in loss, damage or injury that is material to the Company; (iiv) willful failure to cooperate with a material and bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful violation by Executive destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of any of the Policies others to fail to cooperate or to produce documents or other materials in connection with such investigations; or (as defined in Section 13); (iiivi) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical fraud, embezzlement or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of theft against the Company or any of its Affiliates; Affiliates (vas defined in Section 6(a) Executive’s fraud or misappropriation of funds; or (vi) below). With respect to the commission by Executive of a felony or other serious crime involving moral turpitude; provided that events in the case of any breach of clauses (i), (ii) or (iii) that is curableand (iv) herein, no termination there under shall be effective unless the Company shall have given Executive delivered written notice to the Employee of its intention to terminate the event or events constituting Employee’s employment for Cause, which notice specifies in reasonable detail the circumstances claimed to give rise to the Company’s right to terminate the Employee’s employment for Cause and Executive the Employee shall not have failed cured such circumstances to the extent such circumstances are reasonably susceptible to cure such event or events as determined by the Board in good faith within thirty (30) business days after receipt following the Company’s delivery of such notice. IfFor avoidance of doubt, “Cause” shall not include (w) below par or below average operational performance, in and of itself; (x) expense reimbursement disputes in which the event Executive’s employment is terminated by the Company Without Cause Employee acts in reasonable good faith; (as defined in subsection (cy) below) andoccasional, on or before the 12-month anniversary customary and de minimis use of the applicable Date of Termination of such termination Without Cause, it is determined Company’s property for personal purposes; and (z) acting in good faith by the Board that Executiveupon advice of Company’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)legal counsel.

Termination by the Company for Cause. Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his her duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination Separation from Service of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations).

Termination by the Company for Cause. The Company may terminate this Agreement and the Executive’s employment may be terminated by the Company at any time if such termination is for Cause (“Cause”, as defined below in this subsection (b))below, by delivering to the Executive written notice of termination supported by a reasonably detailed statement of the relevant facts and reason for termination and such termination shall be effective immediately upon delivery of such notice to the Executive. In the event of such termination, the Company shall pay the Executive, no later than ten (10) days following the date of termination, a termination of lump sum equal to the Executive’s employment by accrued base salary through the Company for Causedate of termination, and any and all accrued vacation pay, and accrued benefits through the date of termination, but no termination benefits shall be payable to accrued bonus under Section 2(b) or in respect of Executive except as provided in Section 9(f)(ii)2(c) above. For purposes of this Agreement, “Cause” means shall exist if (i) a material breach by the Executive has committed an act of any provision embezzlement, fraud, or theft with respect to the property of this Agreement; the Company, (ii) a material and willful violation by Executive of any disregarded the rules of the Policies (Company so as defined in Section 13); to cause material loss, damage, or injury to, or otherwise to materially endanger, the Company’s property, business ,or employees, (iii) the failure by Executive to reasonably and substantially perform has abused alcohol or drugs on the job or in a manner affecting his duties hereunder (other than as a result of physical or mental illness or injury); job performance, (iv) Executive’s willful misconduct the Executive has been found guilty of or gross negligence that has caused or is reasonably expected to result in material injury plead nolo contendere to the businesscommission of a felony offense or a misdemeanor offense involving moral turpitude, reputation or prospects of the Company or any of its Affiliates; (v) the Executive has breached this Agreement or has failed to perform the Executive’s fraud or misappropriation duties under this Agreement, including by reason of funds; the Executive’s failure to execute the directives of the Company’s President & CEO, or (vi) the commission by Executive of a felony Executive’s actions or other serious crime involving moral turpitude; provided that in inactions have caused or are reasonably likely to cause material loss, injury, or damage to, the case of any breach of clauses (i)Company’s property, (ii) business, or (iii) that is curable, no termination there under shall be effective unless employees. Notwithstanding the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. Ifforegoing sentence, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause a failure occurs under clauses (iv), clause (v) or (vi) hereofof the foregoing sentence, “Cause” shall not exist if the failure is the result of the Executive’s employment shallunwillingness to execute any act that would constitute a violation of existing law, at regulation, or rule applicable to Company or the election Executive, or if the failure is the result of an act of a party or an intervening event outside of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)Executive’s authority or control.

Termination by the Company for Cause. The Company may terminate Executive’s employment may be terminated by the Company under this Agreement at any time for Cause (as defined below in this subsection (b)hereinafter defined). In the event of a The termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable evidenced by written notice thereof to or in respect of Executive except as provided in Section 9(f)(ii)Executive, which shall specify the reason for termination. For purposes of this AgreementSection 3.2, the term “Cause” means shall be limited to the following: (ia) commission of any material act of fraud by Executive with respect to which there is an admission of guilt or a conviction or final, unappealable civil judgment; (b) misappropriation of funds or embezzlement by Executive with respect to which there is an admission of guilt or a conviction; (c) Executive’s conviction on any felony criminal charges; (d) willful misconduct or malfeasance in the performance of Executive’s duties in any material respect; (e) any willful misrepresentation or willful series of misrepresentations made by Executive to the Company or the Board in connection with the performance of his duties hereunder that individually or in the aggregate are material; (f) any material breach by Executive of any provision of the provisions of Sections 4 or 5 of this Agreement; or (iig) a any other material and willful violation breach by Executive of this Agreement (including, without limitation, any of willful failure to adhere to good faith, lawful instructions given by the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iiiBoard) that is curable, no termination there under shall be effective unless the Company shall have given not cured by Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after his receipt of written notice thereof; provided, that if such failure is curable but is incapable of cure within thirty (30) days after such written notice. If, in Executive shall have ninety (90) days after such notice to cure the event Executive’s employment is terminated by failure, so long as Executive commences action to cure such failure within such thirty (30) day period and thereafter diligently and continuously takes action to cure such failure during the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination remainder of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses ninety (iv), (v90) or (vi) hereof, Executive’s employment shall, at the election of the Board, days. Executive shall not be deemed to have been terminated for Cause, effective as of the date of Cause unless and until the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations).following two events:

Termination by the Company for Cause. The Company shall have the right to terminate Executive’s employment may hereunder for Cause, which shall be terminated communicated by the Company for Cause a “Notice of Termination” (as defined below in this subsection below), effective upon either (b)). In the event of a termination i) 30 days advice written notice, or (ii) payment to Executive of Executive’s employment by the Company then-current Base Salary for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii)such 30 day period. For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury Notwithstanding anything to the businesscontrary contained herein, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event if Executive’s employment is terminated by other than pursuant to this Section 15(a), after which the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board determines that Executive’s employment could acts or omissions would have been terminated constituted grounds to terminate Executive for Cause under clauses (iv)Cause, (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, then Executive shall be deemed to have been terminated for CauseCause pursuant to this Section 15(a); provided that, such determination shall be made following the procedure contemplated by the Notice of Termination procedures set forth below. In the event of such termination, then the Company shall pay to Executive her then current Base Salary and Benefits accrued, and any expenses for which Executive is entitled to be reimbursed, up to and including the effective as of the date of such termination. Executive shall not be entitled to any other salary, bonus, benefits or other compensation as a result of termination pursuant to this Section 15(a). For purposes hereof, “Cause” means the occurrence of any one of the events giving rise following on the part of Executive: (i) conviction of or a plea of nolo contendre to the Cause termination. Upon such determination, a felony or act of moral turpitude which affects or reflects on the Company shall or any Affiliate in a material and negative manner; (xii) immediately cease paying attempted or actual theft, fraud or embezzlement of money or tangible or intangible assets or property of the Company or any termination benefits pursuant to Section 9 hereof Affiliate; (iii) gross negligence or willful misconduct in respect of Executive’s performance of his duties and (y) Executive shall be obligated to immediately repay responsibilities to the Company all amounts theretofore paid or any Affiliate; or (vi) breach of any material term, covenant, representation or warranty contained in this Agreement, which such breach (if susceptible to cure) remains uncured or is repeated following fifteen (15) days’ written notice from the Company to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)thereof.

Termination by the Company for Cause. Executive’s employment may be terminated by Subject to the Company for Cause thirty (as defined 30) day cure period, if applicable, set forth below in this subsection (bSection 8(c)). In the event of a termination of Executive’s employment by , the Company may immediately terminate Executive's employment at any time for Cause by giving written notice to Executive specifying in reasonable detail the reason for such termination. Upon any such termination for Cause, no termination benefits Executive shall be payable entitled to payment of all accrued and unpaid compensation and wages (including accrued but unused vacation time) through the effective date of termination, but Executive shall have no right to compensation or in respect benefits for any period subsequent the effective date of Executive except as provided in Section 9(f)(ii)termination. For the purposes of this Agreement, “Cause” means (i) a material breach by shall mean: Executive of any provision of this Agreement; (ii) a material willfully engages in an act or omission which is in bad faith and willful violation by Executive of any to the detriment of the Policies (as defined Company, engages in Section 13); (iii) gross misconduct, gross negligence, or willful malfeasance, in each case that causes material harm to the failure by Executive Company, breaches this Agreement in any material respect, habitually neglects or materially fails to reasonably and substantially perform his duties hereunder (other than as a result of any such failure resulting solely from Executive’s physical or mental illness disability or injury); (ivincapacity) after a written demand for substantial performance is delivered to Executive which identifies the manner in which the Company believes that Executive has not performed Executive’s willful misconduct or gross negligence that has caused duties, commits, pleads nolo contendere, or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive convicted of a felony or other serious any crime involving fraud, embezzlement, misappropriation, theft, or moral turpitude; provided , uses drugs or alcohol in a way that in either interferes with the case performance of his duties or compromises the integrity or reputation of the Company, Executive’s violation of any law relating to the Company’s business, or violation of any lawful Company policy, procedure or guideline that results in material harm to the Company as determined by the Company, in its reasonable discretion, or engages in any act of dishonesty involving the Company, Executive’s breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless any agreement with the Company shall have given Executive notice containing confidentiality obligations, commercial bribery, or perpetration of the event or events constituting Cause and fraud; provided, however, that Executive shall have failed at least forty-five (45) calendar days to cure such event or events within thirty (30) business days after receipt of such notice. Ifcure, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) andif curable, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence any of the events giving rise which could lead to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any Executive’s termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)for Cause.

Termination by the Company for Cause. The Board may terminate Executive’s employment may be terminated by the Company for Cause at any time after (as defined below x) providing Executive with 5 business days’ advance written notice explaining the circumstances that justify the termination (a “Termination Notice”); and (y) except in this subsection the case of termination for an event covered by (b)). In 2) below, providing Executive with the event of a termination of opportunity to appear before the Board prior to any vote to terminate Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii)which opportunity may occur during the 5-business-day notice period. For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies following: (as defined in Section 13)1) Executive’s breach of any material term of this Agreement that is not corrected within 10 days after delivery of a Termination Notice to Executive with respect to such breach; (iii2) the failure by Executive to reasonably and substantially perform his duties hereunder Executive’s commission of, or formal prosecutorial charge or indictment alleging commission of, a felony or any crime of similar status, any crime involving fraud, or any crime involving moral turpitude (other than as motor vehicle related) (it being agreed that in the case of a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected crime involving moral turpitude, only to result in material injury to the extent such crime materially and adversely affects the business, standing or reputation or prospects of the Company or any other member of its Affiliatesthe Group); (v3) Executive’s breach of fiduciary duty to the Company or any other member of the Group that has any material and adverse impact on the Company that is not corrected within 10 days after delivery of a Termination Notice to Executive with respect to such breach; (4) Executive’s misappropriation of funds or material property of the Company or any other member of the Group; (5) Executive’s refusal to follow the lawful directives of the Board without a materially valid business justification that is not corrected within 10 days after delivery of a Termination Notice to Executive with respect to such refusal; (6) Executive’s fraud related to the Company that is not corrected within 10 days after delivery of a Termination Notice to Executive with respect to such fraud; (7) Executive’s material dishonesty, disloyalty, gross negligence or misappropriation willful misconduct, where such dishonesty, disloyalty, gross negligence or willful misconduct is reasonably likely to result, in substantial and material damage to the Company or any other member of fundsthe Group and that is not corrected within 10 days after delivery of a Termination Notice to Executive with respect to such event; (8) Executive’s willful and material violation of any of the Company’s Code of Conduct or employment policies that is not corrected within 10 days after delivery of a Termination Notice to Executive with respect to such violation; or (vi9) Executive’s material violation of any federal, state or local laws that could result in a direct or indirect financial loss to the commission Company or any other member of the Group or damage the reputation of the Company or any other member of the Group. For this definition, no act or omission by the Executive of will be “willful” unless it is made by him in bad faith or without a felony reasonable belief that his act or other serious crime involving moral turpitude; provided that omission was in the case best interests of the Company or the Group. Any act, or failure to act, based upon the advice of counsel to the Company or any breach member of clauses (i), (ii) or (iii) that is curable, no termination there under the Group shall be effective unless the Company shall have given Executive notice of the event presumed to be done, or events constituting Cause and Executive shall have failed omitted to cure such event or events within thirty (30) business days after receipt of such notice. Ifbe done, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined Executive in good faith by and in the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election best interests of the Board, be deemed to have been terminated for Cause, effective as of Company and the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)Group.

Termination by the Company for Cause. Executive’s employment may be terminated The Company may, at any time and without notice (except as required below), terminate the Executive for “cause.” Termination by the Company of the Executive for Cause “cause” shall be limited to termination based on any of the following grounds: (as defined below in a) fraud, misappropriation, embezzlement or acts of similar dishonesty; (b) conviction of a felony crime; (c) intentional and willful misconduct that subjects the Company to criminal or civil liability; (d) breach of the Executive’s duty of loyalty to the Company or diversion or usurpation of corporate opportunities properly belonging to the Company; (e) material breach of this Agreement and/or any other agreement entered into between the Company and the Executive; and/or (f) willful and/or continued failure to satisfactorily perform the duties of Executive’s position; provided, however, that Executive shall not be terminated for cause under subsection (b))e) or (f) above unless the Company first has provided Executive with written notice that the Company considers the Executive to be in violation of Executive’s obligations under those subsections and Executive fails, within thirty (30) days of such notice, to cure the conduct that has given rise to the notice. In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits Executive shall be payable entitled to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence receive only that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, Base Salary earned on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s last day of active service and other post-employment could have been terminated for Cause benefits required by law or under clauses (iv)Company policy. Under this section, (v) or (vi) hereof, Executive shall not be entitled to receive any portion of Executive’s employment shall, at target bonus for the election of period in which the Board, be deemed termination occurs but shall receive any accrued bonus for any performance period fully completed prior to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations).

Termination by the Company for Cause. The Company may terminate Executive’s 's employment may be terminated by the Company hereunder for Cause (as defined below in at any time upon written notice to Executive referring to this subsection (b)). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii6(c). For purposes of this Agreement, “the term "Cause” means " shall mean Executive's gross misconduct (as defined herein) or willful and material breach of Section 10.1(a) (other than the first sentence thereof), 10.1(b), 10.2 (other than the first and penultimate sentences thereof), 10.3, 10.4, or 10.8. For purposes of this definition, "gross misconduct" shall mean (i) Executive's conviction in a material breach court of law of a felony under applicable federal or state law that was committed while Executive was employed by Executive of any provision of this Agreementthe Company; (ii) a material Executive's willful and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the continued failure by Executive or refusal to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury)under this Agreement; (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless any act or omission on the part of Executive not requested or approved by the Company constituting willful malfeasance or gross negligence in the performance of Executive's duties under this Agreement. For purposes of this Agreement, an act or failure to act on Executive's part shall not include any act or failure to act resulting from any physical or mental incapacity or impairment of Executive. Executive may not be terminated for Cause unless and until there shall have given been delivered to him, within ninety (90) days after the Company (A) had actual knowledge of conduct or an event allegedly constituting Cause and (B) had reason to believe that such conduct or event could be grounds for termination for Cause, a written statement from the Company (after giving Executive reasonable notice of the event or events specific grounds for such termination and, except if a felony conviction is the grounds for termination, 30 days to correct such grounds, and affording Executive and his counsel the opportunity to be heard by the Company), concluding that Executive was guilty of conduct constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such noticethe "Cause Statement"). If, in the event within 30 days of Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary 's receipt of the applicable Date notice of Termination of such his termination Without for Cause, it is determined Executive in good faith by files a claim in an arbitration disputing the Board that Executive’s employment could have been terminated termination for Cause under clauses (iv)Cause, (v) or (vi) hereof, Executive’s employment Executive shall, at during the election pendency of the Boardarbitration, be considered a suspended employee of the Company and be entitled to receive benefits under Section 5 of this Agreement as if he had not been terminated. If the arbitration panel finds that the Company did not have Cause to terminate Executive's employment: (x) Executive's employment shall be deemed to have been terminated for Cause, effective without Cause as of the date of the occurrence notice of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any his termination benefits pursuant to Section 9 hereof for Cause; and (y) Executive shall be obligated to immediately repay to the Company all any amounts theretofore paid to Executive pursuant by the Company, including but not limited to the value of all benefits provided to Executive, shall be credited against amounts owed to Executive under Section 97(c) or 7(d) of this Agreement. In additionIf, if not repaidwithin 30 days of Executive's receipt of notice of his termination for Cause, Executive in good faith files a claim in arbitration disputing the termination for Cause, Executive shall, during the pendency of the arbitration, be considered a suspended employee of the Company shall have and be entitled to receive compensation and benefits under this Agreement as if he had not been terminated. If the right arbitration panel finds that the Company had Cause to set off from terminate Executive's employment, Executive shall, within 5 days of the arbitration award, repay any amounts otherwise due provided to him by the Company in respect of periods commencing after his termination, including but not limited to salary continuation and the value of all benefits provided to Executive in respect of periods commencing after his termination, in excess of any amounts previously to which he was entitled under this Agreement upon a termination for Cause. If the arbitration panel finds that the Company did not have Cause to terminate Executive's employment: (x) Executive's employment shall be deemed to have been terminated without Cause as of the date which is 90 days after the date of notice of his termination for Cause; and (y) any amounts paid pursuant to Executive by the Company in respect of periods commencing after 90 days following the date of the notice of his termination for Cause, including but not limited to salary continuation and the value of all benefits provided to Executive, shall be credited against amounts owed to Executive under Section 9(f7(c) (other than the Accrued Obligations)or 7(d) of this Agreement.

Termination by the Company for Cause. Executive’s employment may be terminated The Company may, at any time and without notice (except as required below), terminate the Employee for “cause.” Termination by the Company of the Employee for Cause “cause” shall be limited to termination based on any of the following grounds: (as defined below in a) fraud, misappropriation, embezzlement or material acts of similar dishonesty; (b) conviction of a felony crime; (c) intentional and willful misconduct that subjects the Company to criminal or civil liability; (d) breach of the Employee’s duty of loyalty to the Company or diversion or usurpation of corporate opportunities properly belonging to the Company; (e) material breach of this Agreement and/or any other agreement entered into between the Company and the Employee; and/or (f) willful and/or continued failure to satisfactorily perform the duties of Employee’s position; provided, however, that Employee shall not be terminated for cause under subsection (b))e) or (f) above unless the Company first has provided Employee with written notice making specific reference to this Section 4.3 that the Company considers the Employee to be in violation of Employee’s obligations under those subsections and Employee fails, within thirty (30) days of such notice, to cure the conduct that has given rise to the notice. In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits Employee shall be payable entitled to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence receive only that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, Base Salary earned on or before the 12Employee’s last day of active service and other post-month anniversary employment benefits required by law or under Company policy. Under this Section 4.3, Employee shall not be entitled to receive any portion of any bonus for the applicable Date of Termination of such period in which the termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)occurs.

Termination by the Company for Cause. Executive’s employment The Company may be terminated terminate this Agreement at any time, in the discretion of the Board, in the event of (i) any conviction of Executive for a felony, (ii any material breach by Executive of a material written agreement between Executive and the Company for Cause or the UST Group, including this Agreement, (as defined below ii any breach caused by Executive of the limited partnership agreement or operating agreement of any member of the UST Group, or the charter or bylaws of any corporation within the UST Group, provided that Executive had prior written notice of such agreement or other document and any amendment thereto (including a copy of the full text thereof) and provided that such breach has a material adverse effect on the Company, (iv any willful conduct by Executive materially injurious to the Company or the UST Group or their respective businesses, (v) any willful failure by Executive to comply with any material policies, procedures, or directives of the Board, provided that, Executive shall first be given notice from the Board of such failure and such failure shall not have been cured within ten days after such notice or, if such failure is not capable of being cured within ten days, Executive shall not have commenced and be diligently pursuing in this subsection good faith efforts to cure such default, or (b))vi any fraud, misappropriation of funds, embezzlement, or other similar acts of misconduct by Executive with respect to the Company or the UST Group. In the event of a termination of Executive’s employment by the Company terminates Executive's employment pursuant to this Section 6.2 for Cause, no termination benefits then Executive shall be payable to or in respect of Executive except as provided in Section 9(f)(ii)paid on termination the Earned Amounts. For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of no act or failure to act on Executive's part shall be deemed "willful" unless done, or omitted to be done, in bad faith or without the Policies (as defined reasonable belief that the act or failure to act was in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects best interests of the Company or any the UST Group. Any act or failure to act on the basis of its Affiliates; (v) Executive’s fraud authority given by resolution duly adopted by the Board or misappropriation on the basis of funds; or (vi) the commission advice given by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless legal counsel for the Company shall be conclusively presumed to have given Executive notice of the event been done, or events constituting Cause and Executive shall have failed omitted to cure such event or events within thirty (30) business days after receipt of such notice. Ifbe done, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith and in the best interests of the Company or the UST Group. No termination of Executive's employment shall be for Cause unless such termination shall have been authorized in advance by a resolution adopted by the Board that and delivered to Executive’s employment could , following a meeting of the Board at which Executive (together with his counsel) shall have been terminated afforded a reasonable opportunity to refute the purported grounds for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated termination for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations).

Termination by the Company for Cause. RESIGNATION BY EXECUTIVE WITHOUT ---------------------------------------------------------------------- GOOD REASON. --------- (I) The Term and Executive’s 's employment hereunder may be terminated by the Company for Cause Cause. Additionally, Executive's employment shall terminate automatically upon Executive's resignation without Good Reason (as defined below in this subsection (b)hereinafter defined). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). (II) For purposes of this Agreement, “"Cause” means " shall mean: (iA) a material breach by Executive Executive's willful misconduct in the performance of any provision of this AgreementExecutive's duties hereunder that has an adverse effect on the Company; (iiB) Executive's indictment for, or plea of nolo contendere to a material and willful violation by Executive of any felony under the laws of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company United States ---- ---------- or any of its Affiliates; (v) Executive’s fraud state thereof or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime misdemeanor involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iiiC) Executive's willful malfeasance or willful misconduct in connection with Executive's duties hereunder which is materially injurious to the financial condition or business reputation of the Company; provided, that is curable, no such termination there under shall be effective as a termination for "Cause" unless Executive has been given written notice by the Company shall have given Executive notice Board of its intention to terminate Executive's employment for Cause, stating the event or events constituting Cause and Executive shall have failed to cure grounds for such event or events within thirty purported termination. (30III) business days after receipt of such notice. If, in the event If Executive’s 's employment is terminated by the Company Without for Cause or if Executive resigns without Good Reason (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (ivhereinafter defined), Executive shall be entitled only to receive: (vA) or Executive's Base Salary earned through the date of Executive's termination, paid in one lump sum within the payroll period immediately following Executive's date of termination; (viB) hereofreimbursement for any business expenses properly incurred by Executive in accordance with Company policy prior to the date of Executive's termination; (C) such Executive Benefits, Executive’s employment shallif any, at the election of the Board, pursuant to Paragraph 4 herein as to which Executive may be deemed to have been terminated for Cause, effective entitled as of the effective date of termination under the occurrence employee benefit plans of the events giving rise Company; The amounts described in clauses 9(a)(iii)(A) through (C) are referred to herein as the Cause termination"Accrued Rights". Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations).B.

Termination by the Company for Cause. The Board may terminate Executive’s employment may be terminated by the Company services hereunder for Cause (as defined below below) at any time upon written notice to Executive. In such event, Executive’s services shall terminate as of the date specified in this subsection (b))such notice. In the event of a termination case of Executive’s employment by the Company termination for Cause, the Company shall pay to Executive: (i) his then current accrued and unpaid Base Salary through his date of termination as well as 100% of any accrued and unpaid bonus for any years preceding the year of termination (it being understood and agreed that Executive shall have no termination benefits shall be payable rights to or receive a bonus in respect of Executive except the year in which termination for Cause occurs), payable as provided set forth in Section 9(f)(ii4(h), and (ii) other benefits and payments to which Executive is then entitled hereunder in accordance with the terms hereof or pursuant to Section 4(k) in accordance with the terms of such plan or arrangement. For purposes of this Agreement, the Board shall have “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive to terminate Executive’s services hereunder in the event of any of the Policies following acts or circumstances: (as defined in Section 13A) Executive’s conviction of a felony or entering a plea of guilty or nolo contendere to any crime constituting a felony (other than a traffic violation or by reason of vicarious liability); (iiiB) the Executive’s substantial and repeated failure by Executive to reasonably and substantially attempt to perform his Executive’s lawful duties hereunder (other than as a result contemplated in Section 2 of this Agreement, except during periods of physical or mental illness or injury)incapacity; (ivC) Executive’s gross negligence or willful misconduct or gross negligence that has caused or is reasonably expected with respect to result in any material injury to aspect of the business, reputation or prospects business of the Company or any of its Affiliates; (v) Executive’s fraud affiliates, which negligence or misappropriation of fundsmisconduct has a material and demonstrable adverse effect on the Company; or (viD) the commission by Executive any material breach of a felony this Agreement or other serious crime involving moral turpitude; provided that in the case any material breach of any breach other written agreement between Executive and the Company’s affiliates governing Executive’s equity compensation arrangements (i.e., any agreement with respect to Executive’s stock and/or stock options of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice any of the event or events constituting Cause and Company’s affiliates); provided, however, that Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, not be deemed to have been terminated for CauseCause in the case of clause (B), effective as (C), or (D) above, unless any such breach (if correctable) is not fully corrected prior to the expiration of the date thirty (30) calendar day period following delivery to Executive of the occurrence Company’s written notice of its intention to terminate his employment for Cause describing the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)basis therefor in reasonable detail.

Termination by the Company for Cause. At any time during the Term, the Company, may terminate Executive’s employment may be terminated by the Company for Cause (as defined below by providing him with written notice of the termination for Cause specifying in this subsection (b)). In such notice the event of a termination of date and Executive’s employment by will terminate at the Company for Cause, no end of the day on the termination benefits shall be payable to or date specified in respect of Executive except as provided in Section 9(f)(ii)such note. For purposes of this Agreement, “Cause” means the occurrence of one or more of the following events: (i) Executive’s conviction for, or pleading no contest to, a material breach by Executive felony or any crime that is materially and demonstrably injurious to the financial condition, reputation, or goodwill of any provision of this Agreementthe Company; (ii) a material and willful violation by Executive Executive’s misappropriation of any of the Policies (as defined in Section 13)material Company property or Confidential Information; (iii) Executive’s willful misconduct in connection with the failure by Executive to reasonably and substantially perform performance of his duties hereunder (other than as a result of physical or mental illness or injury)job duties; (iv) Executive’s willful misconduct intentional violation of any material international, federal, state or gross negligence that has caused local law or is reasonably expected to result in material injury regulation applicable to the business, reputation or prospects business of the Company or any of its AffiliatesCompany; or, (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case breach of any material covenant, condition or provision of this Agreement or any policies or procedures of the Company, or failure to perform his duties or responsibilities or to comply with any lawful directive of the CEO or Board, and such breach of clauses (i)or failure, (ii) or (iii) that is if curable, no remains unremedied for a period of ten (10) days after the Company provided Executive with a written notice of such violation. Upon termination there of the Executive’s employment for Cause, the Company’s obligation to pay or provide Executive compensation and benefits under this Agreement will immediately terminate, except that the Company will pay or provide his Accrued Compensation. Any benefits payable under insurance, retirement, bonus and/or profit-sharing plans, as a result of Executive’s eligibility and participation in such plans through such date, shall be effective unless paid when due under those plans. Other than the foregoing, the Company shall will have given no further obligations to Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events under this Agreement. The Accrued Compensation will be paid within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)Date.

Termination by the Company for Cause. Executive’s employment The Company may be terminated by the Company for Cause (as defined below in terminate this subsection (b)). In the event of a termination of Executive’s employment by the Company Agreement for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (ia) a material breach an act or acts of personal dishonesty taken by Executive and intended to result in substantial personal enrichment of Executive at the expense of the Company, (b) repeated violations by Executive of any provision his obligations under Section 2.3 which are demonstrably willful and deliberate on Executive’s part and which are not remedied within a reasonable period after Executive’s receipt of notice of such violations from the Company, or (c) the willful engaging by Executive in illegal conduct that is materially and demonstrably injurious to the Company. For purposes of this Agreement; (ii) a material and willful violation Section 4.2, no act, or failure to act, on Executive’s part shall be considered “dishonest”, “willful” or “deliberate” unless done, or omitted to be done, by Executive of any in bad faith and without reasonable belief that Executive’s action or omission was in, or not opposed to, the best interest of the Policies (as defined in Section 13); (iii) Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result Board or based upon the advice of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless counsel for the Company shall have given be conclusively presumed to be done, or omitted to be done, by Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by and in the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election best interests of the BoardCompany. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause, effective as Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the date entire membership of the occurrence Board, exclusive of Executive, at a meeting of the events giving rise to Board called and held for the Cause termination. Upon such determination, the Company shall purpose (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid after reasonable notice to Executive pursuant and an opportunity for Executive, together with Executive’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of the conduct set forth above in this Section 9. In addition, if not repaid, 4.2 and specifying the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)particulars thereof in detail.

Termination by the Company for Cause. ExecutiveThe Company may terminate Employee’s employment may be terminated by the Company hereunder for Cause (as defined below at any time after providing written notice to Employee, which notice shall provide in this subsection (b)). In reasonable detail the event of a termination of Executive’s employment by the Company reason(s) for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii)such termination. For purposes of this Agreement, “Cause” means shall mean any of the following: (i) a material breach Employee’s willful or intentional failure or refusal to perform or observe Employee’s significant duties, responsibilities or obligations set forth in, or as contemplated under (by Executive virtue of any provision Employee’s office), this Agreement where such failure or refusal shall not have ceased or been remedied within thirty (30) days following written warning from the Company, provided that such obligation to provide written warning and the related right to cure shall not apply to (x) such matters as are not curable, or (y) repeated violations of this Agreementclause (i); (ii) a material and willful violation acts or omissions by Executive Employee involving Employee’s gross negligence related to the discharge of any of the Policies (as defined in Section 13)Employee’s duties; (iii) the any act or failure to act by Executive to reasonably and substantially perform his duties hereunder Employee constituting fraud or involving a knowing, willful or intentional misrepresentation, theft, embezzlement, dishonesty or moral turpitude (other than as a result of physical or mental illness or injurycollectively, “Fraud”); (iv) Executive’s willful misconduct conviction of (or gross negligence that has caused a plea of nolo contendere to) an offense which is a felony in the jurisdiction involved or which is reasonably expected to result a misdemeanor in material injury to the business, reputation or prospects of the Company or any of its Affiliatesjurisdiction involved but which involves Fraud; (v) Executiveany willful or intentional act or omission by Employee which is intended to or which materially injures the reputation, business or business relationships of the Company, or Employee’s fraud reputation or misappropriation business relationships; (vi) alcoholism, drug abuse or other substance abuse having a material adverse effect on the performance of fundsEmployee’s duties hereunder; or (vivii) the commission by Executive Employee’s willful or intentional failure or refusal to comply with any reasonable and lawful request or direction of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company not contrary to the provisions of this Agreement, where such failure or refusal shall not have given Executive notice of the event ceased or events constituting Cause and Executive shall have failed to cure such event or events been remedied within thirty (30) business days after receipt of following written warning from the Company, provided that such notice. If, in obligation to provide written warning and the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed related right to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise cure shall not apply to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and such matters as are not curable, or (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) repeated violations of this clause (other than the Accrued Obligationsvii).

Termination by the Company for Cause. ExecutiveThe Company may terminate the Employee’s employment may be terminated by hereunder upon written notice to the Company Employee for Cause (as defined below in this subsection (b)). In any of the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means following reasons: (i) the Employee’s misuse of alcoholic beverages, controlled substances or other narcotics, which misuse has had or is reasonably likely to have a material breach by Executive adverse effect on the business or financial affairs of any provision the Company or the reputation of this Agreementthe Company; (ii) a material and willful violation failure by Executive of the Employee to cooperate with the Company in any of the Policies (as defined in Section 13)investigation or formal proceeding; (iii) the failure commission by Executive to reasonably and substantially perform his duties hereunder the Employee of, or a plea by the Employee of guilty or nolo contendere with respect to, or conviction of the Employee for, a felony (or any lesser included offense or crime in exchange for withdrawal of a felony indictment or charged crime that might result in a penalty of incarceration), a crime involving moral turpitude, or any other than as a offense that results in or could result of physical or mental illness or injury)in any prison sentence; (iv) Executiveadjudication as an incompetent; (v) a breach by the Employee of any material term of this Agreement, including the Employee’s willful misconduct failure to faithfully, diligently and adequately perform the Employee’s duties under this Agreement, that is not corrected within ten days after written notice from the Company, which notice shall set forth the nature of the breach; (vi) violation in any material respect of any of the Company’s rules, regulations or policies; (vii) gross negligence that insubordination by the Employee in the performance of the Employee’s duties under this Agreement; (viii) engaging in any conduct, action or behavior that, in the reasonable opinion of the Board, has caused or is reasonably expected to result in had a material injury to adverse effect on the business, reputation or prospects of the Company or any of its Affiliatesthe Employee; (vix) Executiveany continued or repeated absence from the Company, unless the absence is approved or excused by the Board or the result of the Employee’s fraud illness, disability or misappropriation incapacity (in which event the provisions of fundsSection 4(b) hereof shall control); or (vix) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case misappropriation of any breach funds or property of clauses (i)the Company, (ii) theft, embezzlement or (iii) fraud. In the event that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of discharge the event or events constituting Cause and Executive shall have failed Employee pursuant to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (ivthis Section 4(c), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying not have any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In additionfurther obligation or liability under this Agreement, if not repaid, except that the Company shall pay to the Employee: (i) any portion of the Employee’s Base Salary for the period up to the date of termination that has been earned but remains unpaid; and (ii) any benefits that have accrued to the right to set off from any amounts otherwise due to Executive any amounts previously Employee under the terms of the employee benefit plans of the Company, which benefits shall be paid pursuant to Section 9(f) (other than in accordance with the Accrued Obligations)terms of those plans.

Termination by the Company for Cause. The Company shall have the right to terminate this Agreement and Executive’s 's employment may hereunder "for cause" by giving Executive written notice to that effect. Any such termination of employment shall be terminated by effective on the Company for Cause (as defined below date specified in this subsection (b))such notice. In the event of a termination of Executive’s employment by such termination, the Company shall pay to Executive (a) his unpaid Base Salary through the effective date of the termination, and (b) any business expenses remaining unpaid on the effective date of the termination for Cause, no termination benefits shall which Executive is entitled to be payable to or in respect reimbursed under Section 5 of Executive except as provided in Section 9(f)(ii)this Agreement. For purposes the purpose of this Agreement, “Cause” means "for cause" shall mean (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that willful and material act of dishonesty in the case course of any breach of clauses (i)Executive's duties hereunder, (ii) conviction by a court of competent jurisdiction of a crime constituting a felony or conviction in respect of any act involving fraud, dishonesty or moral turpitude, (iii) that is curableExecutive's performance under the influence of controlled substances, no termination there under shall be effective unless or continued habitual intoxication, during working hours, after the Company shall have provided written notice to Executive and given Executive notice of the event or events constituting Cause 30 days within which to commence rehabilitation with respect thereto, and Executive shall have failed to cure commence such event rehabilitation, (iv) frequent or events extended, and unjustifiable (not as a result of incapacity or disability) absenteeism which shall not have been cured within thirty (30) business 90 days after receipt the Company shall have advised Executive in writing of such notice. Ifits intention to terminate Executive's employment in accordance with the provisions of this Section 8.2, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could condition shall not have been terminated for Cause under clauses (iv)cured, (v) Executive's personal, willful and continuing misconduct or (vi) hereofrefusal to perform duties and responsibilities described in Section 1 above, Executive’s employment shall, at the election or to carry out directives of the BoardUSI CEO, be deemed to which, if capable of being cured, shall not have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, cured within 90 days after the Company shall have advised Executive in writing of its intention to terminate Executive's employment in accordance with the right provision of this Section 8.2 or (iv) material non-compliance with the terms of this Agreement, including but not limited to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to breach of Section 9(f) (other than the Accrued Obligations)6 or Section 7 of this Agreement.

Termination by the Company for Cause. Executive’s The employment may of the Executive hereunder (and this Agreement) shall be terminated (but after the expiration of the cure period described in clause (v) below, if applicable), at the option of the Company, for “Cause” (as defined herein), upon written notice to the Executive specifying the subsection(s) of the definition of Cause relied on to support the decision to terminate, in which event the Company shall have no further obligations or liabilities under this Agreement (including, without limitation, Section 3 hereof) except to pay to the Executive the Standard Termination Benefits. Termination by the Company for Cause (as defined below in this subsection (b)). In shall be effective immediately after the event of a termination Company gives notice to Executive of Executive’s employment by termination, unless the Company for Causespecifies a later date, no in which case, termination benefits shall be payable to or effective as of such later date; provided that no effective date of termination shall precede the expiration of the cure period described in respect of Executive except as provided in Section 9(f)(ii)clause (v) below, if applicable. For purposes of this Agreement, “Cause” means means: (i) a material breach by Executive an act of any provision personal dishonesty in connection with the Executive’s responsibilities as an employee of this Agreementthe Company that is intended to result in personal enrichment of the Executive; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving theft, fraud or moral turpitudeturpitude which the Company reasonably believes has had or could have a material detrimental effect on the Company’s reputation or business; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless a breach of any fiduciary duty owed to the Company shall have given Executive notice of that has, or reasonably could have, a material detrimental effect on the event Company’s reputation or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Company; (iv) willful violations of the Executive’s employment could have been terminated for Cause under clauses (iv), obligations to the Company; or (v) or (vi) hereof, Executive’s employment shall, at the election material breach by the Executive of any material obligation imposed upon the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, this Agreement or any other material policy of the Company shall have if (in the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(fevent such failure is reasonably susceptible of cure) such failure continues uncured for thirty (other than the Accrued Obligations)30) days after written notice specifying in reasonable detail such failure.

Termination by the Company for Cause. Executive’s employment The Company may be terminated by terminate the Company Consultant pursuant to the terms of this Agreement at any time for Cause (as defined below in this subsection (b))below) by giving the Consultant written notice of termination. In Such termination shall become effective upon the event giving of a such notice. Upon any such termination of Executive’s employment by the Company for Cause, the Consultant shall have no termination benefits shall be payable right to compensation, or in respect reimbursement under Section 4, for any period subsequent to the effective date of Executive except as provided in Section 9(f)(ii)termination. For purposes of this Agreement, “Cause” means shall mean: (i) the Consultant is convicted of, or pleads guilty or nolo contendere to, a material breach by Executive felony related to the business of any provision of this Agreementthe Company; (ii) a the Consultant, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material and willful violation by Executive of any of harm to the Policies (as defined in Section 13)Company; (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as Consultant misappropriates Company funds or otherwise defrauds the Company in a result matter involving a material amount of physical money or mental illness or injury)property; (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected the Consultant breaches his fiduciary duty to result the Company resulting in material injury profit to the businesshim, reputation directly or prospects of the Company or any of its Affiliatesindirectly; (v) Executive’s fraud or misappropriation the Consultant materially breaches any agreement with the Company and fails to cure such breach within 10 days of fundsreceipt of notice, unless the act is incapable of being cured; or (vi) the commission Consultant breaches any provision of Section 8 or Section 9; (vii) the Consultant becomes subject to a preliminary or permanent injunction issued by Executive of a felony United States District Court enjoining the Consultant from violating any securities law administered or regulated by the Securities and Exchange Commission; (viii) the Consultant becomes subject to a cease and desist order or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated order issued by the Company Without Cause Securities and Exchange Commission after an opportunity for a hearing; (as defined in subsection (cix) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith Consultant refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Consultant was offered a reasonable opportunity to argue that Executive’s employment could have been terminated for Cause under clauses (iv), (v) the resolution should not be adopted; or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, Consultant abuses alcohol or drugs in a manner that interferes with the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)successful performance of his duties.

Termination by the Company for Cause. Executive’s employment The Company may be terminated terminate this Agreement at any time, in the discretion of the Board, in the event of (i) any conviction of Executive for a felony, (ii) any material breach by Executive of a material written agreement between Executive and the Company for Cause or the UST Group, including this Agreement, (as defined below iii) any breach caused by Executive of the Company Agreement, the limited partnership agreement of any member of the UST Group, or the charter or bylaws of any corporation within the UST Group, provided that Executive had prior written notice of such agreement or other document and any amendment thereto (including a copy of the full text thereof) and provided that such breach has a material adverse effect on the Company, (iv) any willful conduct by Executive materially injurious to the Company or the UST Group or their respective businesses, (v) any willful failure by Executive to comply with any material policies, procedures, or directives of the Board, provided that, Executive shall first be given notice from the Board of such failure and such failure shall not have been cured within three days after such notice or, if such failure is not capable of being cured within three days, Executive shall not have commenced and be diligently pursuing in this subsection good faith efforts to cure such default, or (b))vi) any fraud, misappropriation of funds, embezzlement, or other similar acts of misconduct by Executive with respect to the Company or the UST Group. In the event of a termination of Executive’s employment by the Company terminates Executive's employment pursuant to this Section 6.2 for Cause, no termination benefits then Executive shall be payable to or in respect of Executive except as provided in Section 9(f)(ii)paid on termination the Earned Amounts. For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of no act or failure to act on Executive's part shall be deemed "willful" unless done, or omitted to be done, in bad faith or without the Policies (as defined reasonable belief that the act or failure to act was in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects best interests of the Company or any the UST Group. Any act or failure to act on the basis of its Affiliates; (v) Executive’s fraud authority given by resolution duly adopted by the Board or misappropriation on the basis of funds; or (vi) the commission advice given by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless legal counsel for the Company shall be conclusively presumed to have given Executive notice of the event been done, or events constituting Cause and Executive shall have failed omitted to cure such event or events within thirty (30) business days after receipt of such notice. Ifbe done, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith and in the best interests of the Company or the UST Group. No termination of Executive's employment shall be for Cause unless such termination shall have been authorized in advance by a resolution adopted by the Board that and delivered to Executive’s employment could , following a meeting of the Board at which Executive (together with his counsel) shall have been terminated afforded a reasonable opportunity to refute the purported grounds for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated termination for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations).

Termination by the Company for Cause. The Board or Chief Executive Officer may terminate Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (b))at any time. In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies following: (as defined in Section 13)1) Executive’s breach of any material term of this Agreement that is not corrected within 10 days after delivery of a termination notice to Executive with respect to such breach; (iii2) the failure by Executive to reasonably and substantially perform his duties hereunder Executive’s commission of, or formal prosecutorial charge or indictment alleging commission of, a felony or any crime of similar status, any crime involving fraud or any crime involving moral turpitude (other than as motor vehicle related) (it being agreed that in the case of a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected crime involving moral turpitude, only to result in material injury to the extent such crime materially and adversely affects the business, standing or reputation or prospects of the Company or any other member of its Affiliatesthe Group); (v3) Executive’s breach of fiduciary duty to the Company or any other member of the Group that has any material and adverse impact on the Company that is not corrected within 10 days after delivery of a termination notice to Executive with respect to such breach; (4) Executive’s misappropriation of funds or material property of the Company or any other member of the Group; (5) Executive’s refusal to follow the lawful directives of the Chief Executive Officer or Board without a materially valid business justification that is not corrected within 10 days after delivery of a termination notice to Executive with respect to such refusal; (6) Executive’s fraud related to the Company; (7) Executive’s material dishonesty, disloyalty, gross negligence or misappropriation willful misconduct, where such dishonesty, disloyalty, gross negligence or willful misconduct is reasonably likely to result, in substantial and material damage to the Company or any other member of fundsthe Group; (8) Executive’s willful and material violation of any of the Company’s Code of Conduct or employment policies; or (vi9) Executive’s material violation of any federal, state or local laws that could result in a direct or indirect financial loss to the commission Company or any other member of the Group or damage the reputation of the Company or any other member of the Group. For this definition, no act or omission by the Executive of will be “willful” unless it is made by him in bad faith or without a felony reasonable belief that Executive’s act or other serious crime involving moral turpitude; provided that omission was in the case best interests of the Company or the Group. Any act, or failure to act, based upon the advice of counsel to the Company or any breach member of clauses (i), (ii) or (iii) that is curable, no termination there under the Group shall be effective unless the Company shall have given Executive notice of the event presumed to be done, or events constituting Cause and Executive shall have failed omitted to cure such event or events within thirty (30) business days after receipt of such notice. Ifbe done, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined Executive in good faith by and in the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election best interests of the Board, be deemed to have been terminated for Cause, effective as of Company and the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)Group.

Termination by the Company for Cause. The Company may terminate Executive’s 's employment may be terminated by the Company hereunder for Cause (as defined below in at any time upon written notice to Executive referring to this subsection (b)). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii6(c). For purposes of this Agreement, “the term "Cause” means " shall mean Executive's gross misconduct (as defined herein) or willful and material breach of Section 10.1(a) (other than the first sentence thereof), 10.1(b), 10.2 (other than the first and penultimate sentences thereof), 10.3, 10.4, or 10.8. For purposes of this definition, "gross misconduct" shall mean (i) Executive's conviction in a court of law of a felony under applicable federal or state law that was committed while Executive was employed by the Company, or (ii) Executive's willful and continued failure substantially to perform his material breach duties under this Agreement or any act or omission on the part of Executive not requested or approved by Executive the Board constituting willful malfeasance or gross negligence in the performance of any provision Executive's material duties under this Agreement. For purposes of this Agreement; (ii) a material , an act or failure to act on Executive's part shall be considered "willful" if it was done or omitted to be done by him not in good faith and willful violation by Executive of shall not include any of the Policies (as defined in Section 13); (iii) the act or failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of act resulting from any physical or mental illness incapacity or injury); impairment of Executive. Executive may not be terminated for Cause unless and until there shall have been delivered to him, within ninety (iv90) Executive’s willful misconduct days after the Board (A) had actual knowledge of conduct or gross negligence an event allegedly constituting Cause and (B) had reason to believe that has caused such conduct or is reasonably expected to result in material injury to event could be grounds for termination for Cause, a copy of a resolution duly adopted by the business, reputation or prospects Board by a vote of Directors constituting a majority of the Company or any Board (excluding Executive) at a meeting of its Affiliates; the Board which a quorum is present and which is called and held for such purpose (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by after giving Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive reasonable notice of the event or events constituting Cause specific grounds for such termination and, except if a felony conviction is the grounds for termination, 30 days to correct such grounds, and affording Executive shall have failed and his counsel the opportunity to cure such event or events within thirty (30be heard before the Board) business days after receipt of such notice. Iffinding that, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election opinion of the Board, Executive was guilty of conduct constituting Cause (the "Cause Resolution"). If, within 30 days of Executive's receipt of notice of his termination for Cause, Executive in good faith files a claim in arbitration disputing the termination for Cause, Executive shall, during the pendency of the arbitration, be considered a suspended employee of the Company and be entitled to receive compensation and benefits under this Agreement as if he had not been terminated. If the arbitration panel finds that the Company had Cause to terminate Executive's employment, Executive shall, within 5 days of the arbitration award, repay any amounts provided to him by the Company in respect of periods commencing after his termination, including but not limited to salary continuation and the value of all benefits provided to Executive in respect of periods commencing after his termination, in excess of any amounts to which he was entitled under this Agreement upon a termination for Cause. If the arbitration panel finds that the Company did not have Cause to terminate Executive's employment: (x) Executive's employment shall be deemed to have been terminated for Cause, effective without Cause as of the date which is 90 days after the date of the occurrence notice of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any his termination benefits pursuant to Section 9 hereof for Cause; and (y) Executive shall be obligated to immediately repay to the Company all any amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, by the Company in respect of periods commencing after 90 days following the date of the notice of his termination for Cause, including but not limited to salary continuation and the value of all benefits provided to Executive, shall have the right to set off from any be credited against amounts otherwise due owed to Executive any amounts previously paid pursuant to under Section 9(f7(c) (other than the Accrued Obligations)of this Agreement.

Termination by the Company for Cause. The Board may terminate Executive’s employment may be terminated by the Company 's services hereunder for Cause (as defined below in this subsection (b))below) at any time upon written notice to Executive. In such event, Executive's services shall terminate as of the date of such notice. In the event of a termination case of Executive’s employment by the Company 's termination for Cause, the Company shall pay (in accordance with Section 4(f) hereof) to Executive (i) his or her then current accrued and unpaid Base Salary through the effective date of his or her termination as well as 100% of any accrued and unpaid bonus for any years preceding the year of termination (it being expressly agreed that Executive shall have no termination benefits shall be payable rights to or receive a bonus in respect of the year in which termination occurs) and (ii) other benefits and payments (including, without limitation, reimbursement of expenses incurred conducting Company business pursuant to Section 3(b)) to which Executive except is then entitled hereunder. Executive and his or her beneficiaries, as provided in Section 9(f)(ii)appropriate, shall be entitled to no other compensation under this Agreement following, or as a result of, a termination under these circumstances. For purposes of this Agreement, “Cause” means the Board shall have "CAUSE" to terminate Executive's services hereunder in the event of any of the following acts or circumstances: (i) Executive's commission of a felony or any other act or omission involving dishonesty, disloyalty or fraud with respect to the Company or any of its affiliates or any of their distributors, suppliers or other material breach business relations; (ii) conduct by Executive which could reasonably be expected to bring the Company or any of any provision its affiliates into substantial public disgrace or disrepute; (iii) Executive's substantial and repeated failure to perform Executive's lawful duties as contemplated in Section 2 of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s 's gross negligence or willful misconduct or gross negligence that has caused or is reasonably expected with respect to result in any material injury to aspect of the business, reputation or prospects business of the Company or any of its Affiliatesaffiliates; (v) Executive’s fraud 's failure to comply in any material respect (including, without limitation, the making of any certifications required thereunder) with applicable laws, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Xxxxxxxx-Xxxxx Act of 2002, as amended, or misappropriation any of fundsthe rules and regulations promulgated under any of the foregoing laws; or (vi) the commission by Executive any material breach of a felony this Agreement or other serious crime involving moral turpitude; provided that in the case any material breach of any breach other written agreement between Executive and the Company's affiliates governing Executive's equity compensation arrangements (i.e., any agreement with respect to Executive's stock and/or stock options of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice any of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued ObligationsCompany's affiliates).

Termination by the Company for Cause. The Company may, at its option, terminate this Agreement and Executive’s employment may be terminated by the Company hereunder for Cause (as defined below herein) upon giving notice of termination to Executive, which notice specifies that the Company deems such termination to be for “Cause” hereunder and specifies in this subsection (b)). In reasonable detail the event of a termination of grounds for such “Cause.” Executive’s employment by shall terminate on the Company for Cause, no termination benefits shall be payable to later of the date on which such notice is given or in respect the expiration of Executive except as provided in Section 9(f)(ii)any applicable cure period. For purposes of this Agreementhereof, “Cause” means shall mean (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iva) Executive’s willful misconduct conviction of, guilty or gross negligence that has caused nolo contendere plea to, or is reasonably expected confession of guilt of, a felony or act involving fraud; (b) Executive’s breach of any material term of this Agreement or the Employee NDA; (c) Executive’s material failure to result in material injury comply with applicable laws with respect to the businessexecution of the Company’s business operations; (d) Executive’s failure to perform his material assigned duties for the Company, reputation or prospects willful and continued material breach of the Company’s written policies; or (e) Executive’s theft, fraud, embezzlement, or dishonesty in connection with the business operations of the Company or any subsidiary of its Affiliatesthe Company; provided, however, that (v1) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (ib), (iic) or (iiid) that is curableabove, no termination there under Cause shall not be effective deemed to exist unless and until (x) the Company shall have given Board has delivered to Executive written notice specifying the grounds for Cause, and informing Executive of the event or events constituting Cause Company’s intent to terminate his employment if such grounds (if capable of being cured) remain uncured, and Executive shall have failed to cure (y) such event or events within grounds (if capable of being cured) remain uncured at least thirty (30) business days after receipt the Board’s delivery of such noticenotice to Executive; and (2) in all cases above, Cause shall not be deemed to exist unless the Company invokes the grounds for Cause within ninety (90) days of the Board learning of such grounds. IfFor the avoidance of doubt, in the event Company may suspend or limit the Executive’s employment is terminated by duties in order to investigate whether Cause exists, and such suspension or limitation shall not itself constitute any termination of Executive’s employment. Without altering the Company Without Cause (as defined in subsection foregoing, and for the avoidance of doubt, the parties understand and agree with respect to (c) below) and, on or before above that any material failure to comply with applicable laws with respect to the 12-month anniversary execution of the applicable Date of Termination of such termination Without Cause, it Company’s business operations that is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, willful shall be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)incurable.

Termination by the Company for Cause. Notwithstanding anything to the contrary in this Agreement, the Company may terminate the Executive’s employment may be terminated by the Company for Cause (as defined below at any time, upon written notice to the Executive setting forth in this subsection (b)). In reasonable detail the event nature of a termination of Executive’s employment by the Company for such Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means is defined as (i) a material breach by Executive of any provision of this Agreementthe Executive’s continued failure to perform his duties (other than due to physical incapacity or illness) after thirty (30) days’ written notice and opportunity to cure; (ii) a material and willful violation by Executive the Executive’s conviction of any of the Policies (as defined in Section 13)felony; (iii) the failure by Executive to reasonably and substantially perform Executive’s material misrepresentation of his duties hereunder (other than as a result of physical or mental illness or injury)professional qualifications; (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected reckless conduct by the Executive injurious to result in material injury to the business, reputation or prospects of the Company or any of its AffiliatesAffiliate; or (v) the Executive’s commission of fraud or misappropriation malfeasance. Upon the termination for Cause of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i)Executive’s employment, (ii) or (iii) that is curable, no termination there under shall be effective unless the Company and its Affiliates shall have given no further obligation or liability to the Executive notice other than for Salary earned prior to the date of the event or events constituting Cause termination and Executive shall have failed to cure such event or events within thirty any accrued but unused vacation. (30b) business days after receipt of such notice. If, in the event Executive’s employment is terminated Termination by the Company Without Cause (as defined Cause. Notwithstanding anything to the contrary in subsection (c) below) andthis Agreement, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been hereunder may be terminated for at any time without Cause under clauses by the Company upon fourteen (iv)14) days’ written notice to the Executive, (v) or (vi) hereofprovided, however, that if the Company terminates the Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the without Cause termination. Upon such determination, the Company shall (xi) immediately cease paying pay the Executive on the effective date of termination all earned and unpaid Salary, earned and unpaid bonuses, and accrued and unused vacation; (ii) continue to pay the Executive the Salary and shall provide medical, life and disability coverage, under the same conditions as exist at the time of termination, for a six (6) month period beginning on the effective date of the termination; and (iii) notwithstanding anything to the contrary in any stock option agreement, any unvested stock options granted to the Executive shall accelerate and vest in full on the effective date of termination, and the Executive may exercise such options at any time up to two-hundred seventy (270) days after the effective date of termination of his employment. As a condition of receiving such benefits pursuant to Section 9 hereof and (y) this Agreement, the Executive shall be obligated to immediately repay execute and deliver to the Company all amounts theretofore paid prior to Executive pursuant his receipt of such benefits a general release substantially in the form attached hereto as Exhibit A provided the Company executes such release and delivers an executed counterpart to the Executive. Notwithstanding anything to the contrary in this Section 9. In addition5(b), if not repaidthe termination constitutes a Termination Without Cause Upon Change in Control, then the Company Executive shall have receive the right to benefits set off from any amounts otherwise due to Executive any amounts previously paid pursuant to forth in Section 9(f5(d) below rather than as set forth in this Section 5(b). (other than the Accrued Obligationsc).

Termination by the Company for Cause. In the event the Company terminates Executive’s employment may be terminated by and the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company Term for Cause, no termination benefits subject to cure as described below, Executive shall be payable entitled to or in respect of Executive except as provided in Section 9(f)(ii)receive the Accrued Rights. For purposes of this Agreement, “Cause” means means: (i) a material breach by Executive of any provision of this Agreement, the agreements governing Executive’s equity awards, or any written policy of the Company; (ii) a material the repeated, willful, and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the persistent failure by Executive to reasonably and substantially perform his Executive’s duties hereunder (other than as a result of physical or mental illness or injury)under this Agreement; (iviii) Executive’s willful misconduct or gross negligence that has caused or which is reasonably expected to result in material injury injurious to the business, reputation Company Group; or prospects of the Company or any of its Affiliates; (viv) Executive’s fraud indictment of or misappropriation plea of funds; guilty or (vi) the commission by Executive of nolo contendere to a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under . No Cause shall be effective exist unless the Company shall have given Board of Directors has provided Executive with written notice of describing the event or events constituting Cause particular circumstances giving rise to Cause, and has provided Executive shall have failed the opportunity to cure cure, to the extent reasonably susceptible to cure, such event or events circumstances within thirty (30) business days after receipt of receiving such notice. If the Executive so effects a cure to the satisfaction of the Board of Directors, the notice of Cause shall be deemed rescinded and of no force or effect. If, in the event within six (6) months following Executive’s termination of employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without hereunder for other than Cause, it is determined in good faith by the Board of Directors following a reasonable and thorough investigation by the Company that Executive’s employment could have been terminated for Cause under pursuant to clauses (i), (iii) or (iv), (v) the Board of Directors unanimously finds that the particular circumstances giving rise to Cause were or (vi) hereofare not reasonably susceptible to cure and the Company delivers written notice to Executive describing such circumstances giving rise to Cause, Executive’s employment shall, at the election of the Board, shall be deemed to have been terminated for Cause, effective as of Cause retroactively to the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)occurred.

Termination by the Company for Cause. The Executive’s employment hereunder may be terminated for Cause upon written notice by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii)Company. For purposes of this Agreement, “Cause” means shall mean (i) the willful and continued failure by the Executive to substantially perform his obligations under this Agreement (other than such failure resulting from his Disability) after a material breach demand for substantial performance has been delivered to him by the Board which specifically identifies the manner in which the Board believes the Executive of any provision of this Agreementhas not substantially performed such provisions and the Executive has failed to remedy the situation three months after such demand; (ii) a material the Executive’s willfully engaging in conduct materially and willful violation by Executive of any demonstrably injurious to the property or business of the Policies (as defined in Section 13)Company, including without limitation, fraud, misappropriation of funds or other property of the Company, other willful misconduct, gross negligence or conviction of a felony or any crime of moral turpitude; or (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence material breach of this Agreement which breach has not been remedied by the Executive within three months after the receipt by the Executive of written notice from the Company that has caused or the Executive is reasonably expected to result in material injury breach of this Agreement, specifying the particulars of such breach. For purposes of this Agreement, no act, or failure to act, on the business, reputation or prospects part of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company deemed “willful” or engaged in “willfully” if it was due primarily to an error in judgment or negligence, but shall have given Executive notice of the event be deemed “willful” or events constituting Cause and Executive shall have failed engaged in “willfully” only if done, or omitted to cure such event or events within thirty (30) business days after receipt of such notice. Ifbe done, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined Executive not in good faith by and without reasonable belief that his action or omission was in the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election best interest of the BoardCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for as a result of “Cause, effective as ” hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the date Board then in office at a meeting of the occurrence Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the events giving rise Board, the Executive has committed an act set forth above in this Section 5(D) and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his legal representative to contest the Cause termination. Upon validity or propriety of any such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations).

Termination by the Company for Cause. The Company shall have the right to terminate Executive’s employment may be terminated by with the Company “for Cause cause” (as defined below in this subsection (bsuch term is hereinafter defined)), effective upon notice of termination to Executive. In As used herein, the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). term “For purposes of this Agreement, “Cause” means shall mean (i) Executive’s repeated failure, in the reasonable judgment of the Company’s board of directors, to substantially perform his assigned duties or responsibilities as President and Chief Executive Officer of the Company as reasonably directed or assigned by the Company’s board of directors (other than a material breach by Executive of any provision of this Agreementfailure resulting from the Executive’s Disability); (ii) a material Executive engaging in knowing and willful violation by Executive of any of intentional illegal conduct that was or is materially injurious to the Policies (as defined in Section 13)Company; (iii) Executive’s knowing violation of a federal or state law or regulation directly or indirectly applicable to the failure by Executive business of the Company, which violation was or is reasonably likely to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury)be injurious to the Company; (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects breach of the Company terms of any confidentiality agreement or any of its Affiliatesinvention assignment agreement between Executive and the Company; (v) repeated misuse (following at least one written warning from the Company) of alcohol, narcotics, or other controlled substances that is materially detrimental to the Company and that materially interferes with Executive’s fraud or misappropriation performance of fundshis duties hereunder; or (vi) the commission by Executive being convicted of, or entering a plea of nolo contendere to, a felony or committing any act of moral turpitude or fraud against, or the misappropriation of material property belonging to the Company, provided, however, in all cases other serious crime involving moral turpitude; provided than Executive being convicted of, or entering a plea of nolo contendere to, a felony, that in prior to the case of any breach of clauses (iCompany having the right to terminate Executive’s employment with the Company For Cause pursuant to this Subsection 6(a), (ii1) or (iii) that is curable, no termination there under shall be effective unless the Company’s board of directors must first provide written notice to Executive describing in reasonable detail the basis upon which the Company shall have given Executive notice of would terminate Executive’s employment with the event or events constituting Company For Cause and the Executive must have had opportunity to address the Company’s board of directors, with counsel, regarding such alleged basis and (2) Executive shall have failed failed, during the period of 30 days following such opportunity to cure address the Company’s board of directors, to remedy any such event or events within thirty (30) business days after receipt of such noticealleged basis for For Cause termination. If, in In the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (ivaccordance with this Subsection 6(a), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall pay to Executive all amounts accrued through the Termination Date (x) immediately cease paying as hereinafter defined), any termination benefits unreimbursed expenses incurred pursuant to Section 9 hereof Subsection 5(f) of this Agreement, and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid any other benefits specifically provided to Executive pursuant to Section 9under any benefit plan. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations).Funk Employment Agreement

Termination by the Company for Cause. The Company may terminate the employment upon written notice to Executive for “Cause”. For purposes hereof, “Cause” shall mean the occurrence of one or more of the following: (i) the conviction of, or plea of guilty or no contest to, a felony or a crime involving moral turpitude or any other action or inaction involving willful malfeasance or material fiduciary breach with respect to the Company or an affiliate; (ii) gross negligence or willful misconduct with respect to the Company or an affiliate; (iii) any act or acts of intentional dishonesty or willful misrepresentation (including by omission) of a material nature; (iv) material violation of the Company’s written policies or codes of conduct, including written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct; (v) Executive’s refusal to perform the material duties and responsibilities lawfully and ethically required to be performed by Executive under the terms of the definitive employment agreements; or (vi) a material breach by Executive of the definitive employment agreements or any other agreement to which Executive and the Company or its affiliates are parties (provided, however, failure alone to achieve any performance milestones will not be deemed a breach of this Agreement or a reason for Cause termination). Any event described in (iv) through (vi) above shall not constitute Cause unless the Company delivers to Executive a written notice of termination for Cause describing the applicable circumstances within ninety (90) days after the Company first learns of the existence of the applicable circumstances giving rise to Cause, and within thirty (30) days following delivery of such notice, Executive has failed to cure the circumstances giving rise to Cause to the extent such circumstances may be terminated by the Company for Cause (as defined below in this subsection (b))cured. In the event of a termination of Executive’s employment by the Company for Cause, as enumerated above, Executive shall have no termination benefits shall be payable right to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies Separation Benefits (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (cSubsection 6(e) below) and, on or before other compensation accruing after the 12-month anniversary effective date of termination (the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv“Separation Date”), (v) or (vi) hereof, Executive’s employment shall, and no right to bonus not yet due and payable at the election time of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations).

Termination by the Company for Cause. Executive’s employment Notwithstanding any provision in this Agreement to the contrary, this Agreement may be terminated by the Company for Cause (as defined below in this subsection (b)). In "Cause" at any time during the event of a Term hereof, and such termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable effective immediately upon written notice to or in respect of Executive except as provided in Section 9(f)(ii)the Employee. For purposes of this Agreement, “"Cause” means " for the termination of the Employee's employment hereunder shall be deemed to exist only if, in the reasonable judgment of the Company's Board of Directors: (ia) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of the Employee commits fraud, theft or embezzlement against any of the Policies (as defined in Section 13)Companies; (iiib) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of Employee commits a felony or other serious a crime involving moral turpitude; provided that (c) the Employee discloses trade secrets or other proprietary information of Chancellor or any of the Companies or any subsidiary or affiliate thereof to any unauthorized person or entity; (d) the Employee breaches any non-competition or non-solicitation agreement with Chancellor or any of the Companies or any subsidiary or affiliate thereof; (e) the Employee breaches any of the terms of this Agreement (other than those referenced in the case of any breach of clauses (i), c) and (iid) of this Section 5.1) and fails to cure such breach within twenty (20) days after the receipt of written notice of such breach from the Company; or (iiif) the Employee engages in gross negligence or willful misconduct that is curablecauses harm (or could reasonably be expected to cause harm) to the business and operations of Chancellor or any of the Companies or a subsidiary or affiliate thereof. Upon any termination pursuant to this Section 5.1, no termination there under the Employee shall be entitled to be paid solely the Employee's salary then in effect through the effective unless date of termination, and the Company shall have given Executive notice no further liability or other obligation of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise any kind whatsoever to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)Employee hereunder.

Termination by the Company for Cause. The Company may terminate the Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company hereunder at any time for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means shall mean a termination of employment of the Executive by the Company due to: (i) a material breach the commission by the Executive of an intentional act of fraud or embezzlement against the Company or any provision of this Agreement; (ii) its subsidiaries or the conviction of the Executive in a material and willful violation by Executive court of law, or guilty plea, of any charge involving an intentional act of fraud or embezzlement (including the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably willful and substantially perform his duties hereunder (other than as a result unauthorized disclosure of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects information of the Company or any of its Affiliates; (v) Executive’s fraud subsidiaries which the Executive knows or misappropriation should know to be material, confidential and proprietary to the Company or any of funds; its subsidiaries, which results, or (vi) could reasonably have been expected to result, in material financial loss to the commission by Executive Company or any of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (iits subsidiaries), (ii) the conviction of the Executive in a court of law, or guilty plea, to a felony charge, (iii) that is curable, no termination there under shall be effective unless the willful misconduct of the Executive as an employee of the Company shall have given or any of its subsidiaries which is reasonably likely to result in injury or financial loss to (I) the Company or (II) to any subsidiaries of the Company, which injury or loss is material to the Company taken as a whole, (iv) the willful failure of the Executive to render services to the Company or any of its subsidiaries in accordance with the Executive’s employment, which failure amounts to a material neglect of the Executive’s duties to the Company and does not result from physical illness, injury or incapacity, and which failure is not cured promptly after adequate notice of the event or events constituting Cause such failure and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated a reasonably detailed explanation has been presented by the Company Without Cause (as defined in subsection (c) below) andto the Executive, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election a material breach of any of the Boardcovenants hereof by the Executive, which breach is not cured, if curable, within 30 days after a written notice of such breach is delivered to the Executive. The Executive shall not be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, unless the Company shall have given or delivered to the right Executive (1) reasonable notice setting forth the basis for termination for Cause, and (2) a reasonable opportunity for the Executive, together with Executive’s counsel, to set off from request reconsideration by and be heard before the Board, provided; however, that such notice and opportunity to be heard shall not be required by the Board. For purposes of determining whether the Executive was given “reasonable notice” and “reasonable opportunity to be heard” in connection with any amounts otherwise due determination by the Board as to whether Cause exists, 14 business days’ notice of the Board meeting shall be deemed to constitute “reasonable notice” (without prejudice to the determination of whether some other period would also constitute “reasonable notice”), and the opportunity for the Executive and Executive’s counsel to present arguments to the Board at such meeting as to why the Executive believes that no Cause exists shall constitute “reasonable opportunity to be heard” (without prejudice to the determination of whether some other forum or method would also constitute a “reasonable opportunity to be heard”). For purposes of this Agreement, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company. In the case of any amounts previously paid pursuant such termination for Cause, Executive shall be entitled to the payments and benefits described in Section 9(f) (other than the Accrued Obligations6(b).

Termination by the Company for Cause. Executive’s The Company may terminate the employment may be terminated by the Company of Executive hereunder for Cause (as defined below hereinafter defined). Executive shall be entitled to thirty (30) days prior written notice of the Company’s intent to terminate Executive hereunder and the right to address and/or cure such Cause during such thirty (30) day notice period. Any notice of intent to terminate for Cause must specify the particular grounds therefor in reasonable detail. In the event that the employment of Executive is terminated pursuant to this subsection clause (b), the Company will pay to Executive the amount of all accrued but unpaid Base Salary to the date of such termination, but no annual incentive bonus will be paid with respect to (x) the year in which termination occurs, or (y) the immediately prior year if Executive is terminated under this clause (b) prior to payment of the bonus applicable to such prior year. As used herein, “Cause” means Executive’s (i) personal dishonesty, (ii) willful misconduct, (iii) breach of fiduciary duty, (iv) failure to substantially perform assigned duties relating to Executive’s performance hereunder (other than any such failure owing to Executive becoming Disabled (as hereinafter defined) as reasonably determined by a majority of the entire Board of Directors of the Company, (v) conviction of, or the entry by the Executive of any plea of guilty or nolo contendre to, any felony or other lesser crime that would require removal from his position at the Company (e.g. any alcohol or drug related misdemeanor) or (vi) material breach of any provision of this Agreement as reasonably determined by a majority of the entire Board of Directors of the Company; provided, however, that in any of the foregoing circumstances, Executive has failed to cure such Cause within the fifteen (15) day period referenced in the second sentence of this Section 6(b). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses solely pursuant to (iv), (v) or (vi) hereofabove, Executive’s employment shall, any stock option held by Executive that is vested at the election time of such termination may be exercised until the Board, be deemed earlier to have been occur of (i) the expiration date of such option pursuant to its terms and (ii) one year after such termination. In the event Executive is terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits other than solely pursuant to Section 9 hereof and (yiv) or (vi) above, any stock option held by Executive shall immediately expire and no longer be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)exercisable upon such termination.

Termination by the Company for Cause. In the event that the Company terminates Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company for Cause, no the Company shall pay Executive all base salary due and owing and all other accrued but unpaid benefits (e.g., accrued vacation) through the last day actually worked and thereafter the Company’s obligations under this Agreement shall terminate. For the purposes of this Agreement, termination benefits shall be payable for “Cause” if (i) Executive refuses or fails to act in accordance with any lawful order or instruction of the Chief Executive Officer, and such refusal or failure to act has not been cured within 30 days of notice of such disobedience, (ii) Executive fails to devote reasonable attention and time during normal business hours to the business affairs of the Company or Executive is reasonably determined by the Board of Directors to have been unfit (other than as a result of an Incapacity), unavailable for service (other than as a result of an Incapacity) or grossly negligent in respect connection with the performance of his duties on behalf of the Company, which unfitness, unavailability or gross negligence has not been cured within 30 days of notice of the same; (iii) Executive except as provided is reasonably determined by the Board of Directors to have committed a material act of dishonesty or willful misconduct or to have acted in Section 9(f)(ii)bad faith to the material detriment of the Company in connection with the performance of his duties on behalf of the Company; (iv) Executive is convicted of a felony or other crime involving dishonesty, breach of trust, moral turpitude or physical harm to any person, or (v) Executive materially breaches any agreement with the Company which breach has not been cured within 30 days notice of the same. For purposes of this Agreement, the term “without Cause” means (i) a material breach by Executive shall mean termination of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (reasons other than the Accrued Obligations)for “Cause.”

Termination by the Company for Cause. Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii8(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 1312); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 8 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 98. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f8(f) (other than the Accrued Obligations).

Termination by the Company for Cause. Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the The Company shall have the right to set off from any amounts otherwise due terminate Employee’s employment with the Company “For Cause” (as such term is hereinafter defined), effective upon notice of termination to Employee. As used herein, the term “For Cause” shall mean (i) Employee’s repeated failure, in the reasonable judgment of the Company’s board of directors, to substantially perform his assigned duties or responsibilities as President and Chief Executive any amounts previously paid pursuant to Section 9(f) Officer of the Company as reasonably directed or assigned by the Company’s board of directors (other than a failure resulting from the Accrued ObligationsEmployee’s Disability); (ii) Employee engaging in knowing and intentional illegal conduct that was or is materially injurious to the Company; (iii) Employee’s knowing violation of a federal or state law or regulation directly or indirectly applicable to the business of the Company, which violation was or is reasonably likely to be injurious to the Company; (iv) Employee’s material breach of the terms of any confidentiality agreement or invention assignment agreement between Employee and the Company; (v) repeated misuse (following at least one written warning from the Company) of alcohol, narcotics, or other controlled substances that is materially detrimental to the Company and that materially interferes with Employee’s performance of his duties hereunder; or (vi) Employee being convicted of, or entering a plea of nolo contendere to, a felony or committing any act of moral turpitude or fraud against, or the misappropriation of material property belonging to the Company, provided, however, in all cases other than Employee being convicted of, or entering a plea of nolo contendere to, a felony, that prior to the Company having the right to terminate Employee’s employment with the Company For Cause pursuant to this Subsection 6(a), (1) the Company’s board of directors must first provide written notice to Employee describing in reasonable detail the basis upon which the Company would terminate Employee’s employment with the Company For Cause and the Employee must have had opportunity to address the Company’s board of directors, with counsel, regarding such alleged basis and (2) Employee shall have failed, during the period of 30 days following such opportunity to address the Company’s board of directors, to remedy any such alleged basis for “For Cause” termination. In the event Employee’s employment is terminated in accordance with this Subsection 6(a), the Company shall pay to Employee all amounts accrued through the Termination Date (as hereinafter defined), any unreimbursed expenses incurred pursuant to Subsection 5(h) of this Agreement, and any other benefits specifically provided to Employee under any benefit plan.

Termination by the Company for Cause. Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (b)below). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii7(f)(ii). For purposes of this Agreement, “Cause” means a termination by the Company for Cause shall mean termination by action of the President or Chief Executive Officer because of (i) a Executive’s material breach by Executive of any provision of this AgreementAgreement that continues for ten business days after Executive is notified of such breach in writing; (ii) a material and Executive’s unjustified willful violation by Executive of failure to carry out any reasonable lawful written instructions of the Policies Company relating to the Executive’s performance of his duties (using the same criteria as defined would be applied to other executives of like level of the Company) that continues for ten business days after Executive is notified of such failure in Section 13); writing, (iii) diverting or usurping a corporate opportunity of the failure Company unless Executive makes such opportunity available to the Company and relinquishes all Executive’s right, title and interest therein within ten days after the Company notifies Executive in writing requesting that Executive take such action, (iv) gross negligence or recklessness by Executive to reasonably and substantially perform in the performance of his material duties hereunder (using the same criteria as would be applied to other than as a result executives of physical or mental illness or injury); (ivlike level of the Company) Executive’s willful misconduct or that continues for ten business days after Executive is notified in writing of his actions constituting such gross negligence that has caused or is reasonably expected to result in material injury to the businessrecklessness, reputation or prospects of the Company or any of its Affiliates; and (v) Executive’s fraud fraud, dishonesty or misappropriation other acts or omissions by Executive resulting in a material breach of funds; a fiduciary or other material duty to the Company that continues for ten business days after Executive is notified of such breach in writing, or (vi) plea of guilty by or the commission by conviction of Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligationsvehicular manslaughter).

Termination by the Company for Cause. The Company shall have the right to terminate Executive’s employment may hereunder for Cause, which shall be terminated communicated by the Company for Cause a “Notice of Termination” (as defined below in this subsection (bbelow)), effective immediately. In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury Notwithstanding anything to the businesscontrary contained herein, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event if Executive’s employment is terminated by other than pursuant to this Section 15(a), after which the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board determines that Executive’s employment could acts or omissions would have been terminated constituted grounds to terminate Executive for Cause under clauses (iv)Cause, (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, then Executive shall be deemed to have been terminated for CauseCause pursuant to this Section 15(a); provided that, such determination shall be made following the procedure contemplated by the Notice of Termination procedures set forth below. In the event of such termination, then the Company shall pay to Executive his then current Base Salary and Benefits accrued, and any expenses for which Executive is entitled to be reimbursed, up to and including the effective as of the date of such termination. Executive shall not be entitled to any other salary, bonus, benefits or other compensation as a result of termination pursuant to this Section 15(a). For purposes hereof, “Cause” means the occurrence of any one of the events giving rise following on the part of Executive: (i) conviction of or a plea of nolo contendre to the Cause termination. Upon such determination, a felony or act of moral turpitude which affects or reflects on the Company shall or any Affiliate in a material and negative manner; (xii) immediately cease paying attempted or actual theft, fraud or embezzlement of money or tangible or intangible assets or property of the Company or any termination benefits pursuant to Section 9 hereof Affiliate; (iii) gross negligence or willful misconduct in respect of Executive’s performance of his duties and (y) Executive shall be obligated to immediately repay responsibilities to the Company all amounts theretofore paid or any Affiliate; or (iv) breach of any material term, covenant, representation or warranty contained in this Agreement, which such breach (if susceptible to cure) remains uncured or is repeated following fifteen (15) days written notice from the Company to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)thereof.

Termination by the Company for Cause. Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination Separation from Service of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations).

Termination by the Company for Cause. ExecutiveEmployee’s employment under this Agreement may be terminated by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company at any time for Cause. Only the following actions, no termination benefits failures, or events by or affecting Employee shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, constitute “Cause” means for termination of Employee by the Company: (i) willful and continued failure by Employee to substantially perform her duties provided herein after a material breach written demand for substantial performance is delivered to Employee by Executive the CEO or the Board of any provision Directors, which demand identifies with reasonable specificity the manner in which Employee has not substantially performed her duties, and Employee’s failure to comply with such demand within a reasonable time, which shall not be less than thirty (30) days after Employee’s receipt of this Agreementsuch demand; (ii) a material and willful violation the engaging by Executive Employee in gross misconduct or gross negligence materially injurious to the Company, which if capable of any being cured, is not cured within 30 days of written notice thereof from the Policies (as defined in Section 13)CEO or the Board of Directors to Employee; (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result commission of physical any act in direct competition with or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury materially detrimental to the business, reputation or prospects best interests of the Company Company, which if capable of being cured, is not cured within 30 days of written notice thereof from the CEO or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executiveof Directors to Employee; or(iv) Employee’s employment could have been terminated for Cause under clauses (iv)conviction of having committed a felony. Notwithstanding the foregoing, (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, Employee shall not be deemed to have been terminated by the Company for Cause, effective as Cause unless and until there shall have been delivered to her a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the date entire membership of the occurrence Board of Directors finding that, in the good faith opinion of the events giving rise to the Cause termination. Upon such determinationBoard of Directors, the Company shall has Cause for the termination of the employment of Employee as set forth in any of clauses (xi) immediately cease paying any termination benefits pursuant to Section 9 hereof through (iv) above and (y) Executive shall be obligated to immediately repay to specifying the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)particulars thereof in reasonable detail.

Termination by the Company for Cause. The Company may terminate this Agreement and the Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company hereunder for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means a finding by the Board of: (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iiiA) the Executive’s gross negligence or willful misconduct, or willful failure by Executive to reasonably and attempt in good faith to substantially perform his duties hereunder (other than as a result of due to physical or mental illness or injuryincapacity); (iv) Executive’s willful misconduct , which in any case results in or gross negligence that has caused or is could reasonably be expected to result in material injury damage to the businessproperty, business or reputation of the Company, (B) the Executive’s conviction of, or prospects plea of guilty or nolo contendere to, or confession to, (1) a misdemeanor involving moral turpitude or (2) a felony (or the equivalent of a misdemeanor involving moral turpitude or felony in a jurisdiction other than the United States), (C) the Executive’s knowingly willful violation of the written policies of the Company or its Affiliates that is detrimental to the best interests of the Company or any of its Affiliates; , (vD) the Executive’s fraud or misappropriation misappropriation, embezzlement or material misuse of funds; funds or property belonging to the Company or its Affiliates, (E) the Executive’s use of alcohol or drugs that materially interferes with the performance of his duties, or (viF) willful or reckless misconduct in respect of the commission by Executive of a felony Executive’s obligations to the Company or its Affiliates or other serious crime involving moral turpitudeacts of misconduct by the Executive occurring during the course of the Executive’s employment, which in either case results in or could reasonably be expected to result in material damage to the property, business or reputation of the Company or its Affiliates; provided, however, that the Executive shall be provided that a single 15-day period to cure any of the events or occurrences described in the case of any breach of immediately preceding clauses (iA), (iiC), (E) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (viF) hereof, Executive’s employment shall, at unless the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the Board determines in its sole discretion that such events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if or occurrences are not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)curable.

Termination by the Company for Cause. ExecutiveThe Company may terminate the Employee’s employment may be terminated by hereunder and this Agreement immediately (unless stated otherwise) upon written notice to the Company Employee for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company for “Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). .” For purposes of this Agreement, “Cause” means Cause shall be defined as: (i) the Employee’s use of alcoholic beverages, controlled substances or other narcotics, which use has had or is reasonably likely to have a material breach by Executive adverse effect on the business or financial affairs of any provision the Company or the reputation of this Agreementthe Company; (ii) a material and willful violation failure by Executive of the Employee to cooperate with the Company in any of the Policies (as defined in Section 13)investigation or formal proceeding; (iii) the failure commission by Executive to reasonably and substantially perform his duties hereunder the Employee of, or a plea by the Employee of guilty or nolo contendere with respect to, or conviction of the Employee for, a felony (or any lesser included offense or crime in exchange for withdrawal of a felony indictment or charged crime that might result in a penalty of incarceration), a crime involving moral turpitude, or any other than as a offense that results in or could result of physical or mental illness or injury)in any prison sentence; (iv) Executiveadjudication of Employee as an incompetent; (v) a breach by the Employee of any material term of this Agreement, including the Employee’s willful misconduct failure to faithfully, diligently and adequately perform the Employee’s duties under this Agreement, that is not corrected within ten days after written notice from the Company, which notice shall set forth the nature of the breach; (vi) violation by Employee in any material respect of any of the Company’s rules, regulations or policies; (vii) gross negligence that insubordination by the Employee in the performance of the Employee’s duties under this Agreement; (viii) any conduct, action or behavior by Employee that, in the reasonable opinion of the Company, has caused had or is reasonably expected likely to result in have a material injury to adverse effect on the business, reputation or prospects of the Company or any of its Affiliatesthe Employee; (vix) Executiveany continued or repeated absence of Employee from the Company, unless the absence is approved or excused by the CEO or the result of the Employee’s fraud illness, disability or misappropriation incapacity (in which event the provisions of fundsSection 4(b) hereof shall control); or (vix) the commission misappropriation by Executive of a felony or other serious crime involving moral turpitude; provided that in the case Employee of any breach funds or property of clauses (i)the Company, (ii) theft, embezzlement or (iii) fraud. For the avoidance of doubt, “Cause” shall not mean a failure to achieve scientific goals, financial goals or forecasted timelines. In the event that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of discharge the event or events constituting Cause and Executive shall have failed Employee pursuant to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (ivthis Section 4(c), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying not have any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In additionfurther obligation or liability under this Agreement, if not repaid, except that the Company shall pay to the Employee: (i) any portion of the Employee’s Base Salary for the period up to the date of termination that has been earned but remains unpaid; and (ii) any benefits that have accrued to the right to set off from any amounts otherwise due to Executive any amounts previously Employee under the terms of the employee benefit plans of the Company, which benefits shall be paid pursuant to Section 9(f) (other than in accordance with the Accrued Obligations)terms of those plans.

Termination by the Company for Cause. The Company shall have the right to terminate this Agreement and Executive’s employment may hereunder “for cause” by giving Executive written notice to that effect. Any such termination of employment shall be terminated by effective on the Company for Cause (as defined below date specified in this subsection (b))such notice. In the event of a termination of Executive’s employment by such termination, the Company shall pay to Executive (a) his unpaid Base Salary through the effective date of the termination, and (b) any business expenses remaining unpaid on the effective date of the termination for Cause, no termination benefits shall which Executive is entitled to be payable to or in respect reimbursed under Section 5 of Executive except as provided in Section 9(f)(ii)this Agreement. For purposes the purpose of this Agreement, “Causefor cause” means shall mean (i) commission of a willful and material breach by Executive act of any provision dishonesty in the course of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i)duties hereunder, (ii) conviction by a court of competent jurisdiction of a crime constituting a felony or conviction in respect of any act involving fraud, dishonesty or moral turpitude, (iii) that is curableExecutive’s performance under the influence of controlled substances, no termination there under shall be effective unless or continued habitual intoxication, during working hours, after the Company shall have provided written notice to Executive and given Executive notice of the event or events constituting Cause 30 days within which to commence rehabilitation with respect thereto, and Executive shall have failed to cure commence such event rehabilitation or events continued to perform under the influence after such rehabilitation, (iv) frequent or extended, and unjustifiable (not as a result of incapacity or disability) absenteeism which shall not have been cured within thirty (30) business 30 days after receipt the Company shall have advised Executive in writing of such notice. Ifits intention to terminate Executive’s employment in accordance with the provisions of this Section 8.2, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could condition shall not have been terminated for Cause under clauses (iv)cured, (v) or (vi) hereof, Executive’s employment shallpersonal, at the election willful and continuing misconduct or refusal to perform duties and responsibilities described in Section 1 above, or to carry out directives of the BoardUSI COO, be deemed to which, if capable of being cured, shall not have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, cured within 90 days after the Company shall have advised Executive in writing of its intention to terminate Executive’s employment in accordance with the right provision of this Section 8.2 or (iv) material non-compliance with the terms of this Agreement, including but not limited to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to breach of Section 9(f) (other than the Accrued Obligations)6 or Section 7 of this Agreement.

Termination by the Company for Cause. ExecutiveThe Company may terminate the Employee’s employment may be terminated by hereunder upon written notice to the Company Employee for Cause (as defined below in this subsection (b)). In any of the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means following reasons: (i) the Employee’s misuse of alcoholic beverages, controlled substances or other narcotics, which misuse has had or is reasonably likely to have a material breach by Executive adverse effect on the business or financial affairs of any provision the Company or the reputation of this Agreementthe Company; (ii) a material and willful violation failure by Executive of the Employee to cooperate with the Company in any of the Policies (as defined in Section 13)investigation or formal proceeding; (iii) the failure commission by Executive to reasonably and substantially perform his duties hereunder the Employee of, or a plea by the Employee of guilty or nolo contendere with respect to, or conviction of the Employee for, a felony (or any lesser included offense or crime in exchange for withdrawal of a felony indictment or charged crime that might result in a penalty of incarceration), a crime involving moral turpitude, or any other than as a offense that results in or could result of physical or mental illness or injury)in any prison sentence; (iv) Executiveadjudication as an incompetent; (v) a breach by the Employee of any material term of this Agreement, including the Employee’s willful misconduct failure to faithfully, diligently and adequately perform the Employee’s duties under this Agreement, that is not corrected within ten days after written notice from the Company, which notice shall set forth the nature of the breach; (vi) violation in any material respect of any of the Company’s rules, regulations or policies; (vii) gross negligence that insubordination by the Employee in the performance of the Employee’s duties under this Agreement; (viii) engaging in any conduct, action or behavior that, in the reasonable opinion of the Company, has caused or is reasonably expected to result in had a material injury to adverse effect on the business, reputation or prospects of the Company or any of its Affiliatesthe Employee; (vix) Executiveany continued or repeated absence from the Company, unless the absence is approved or excused by the CEO or the result of the Employee’s fraud illness, disability or misappropriation incapacity (in which event the provisions of fundsSection 4(b) hereof shall control); or (vix) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case misappropriation of any breach funds or property of clauses (i)the Company, (ii) theft, embezzlement or (iii) fraud. In the event that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of discharge the event or events constituting Cause and Executive shall have failed Employee pursuant to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (ivthis Section 4(c), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying not have any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In additionfurther obligation or liability under this Agreement, if not repaid, except that the Company shall pay to the Employee: (i) any portion of the Employee’s Base Salary for the period up to the date of termination that has been earned but remains unpaid; and (ii) any benefits that have accrued to the right to set off from any amounts otherwise due to Executive any amounts previously Employee under the terms of the employee benefit plans of the Company, which benefits shall be paid pursuant to Section 9(f) (other than in accordance with the Accrued Obligations)terms of those plans.

Termination by the Company for Cause. Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the The Company shall have the right to set terminate this Agreement for cause at any time by giving written notice to A&M and Alvarez. The Company shall have "xxxxx" if, prior to such termination, (i) the Company's Board of Directors makes a determination in good faith of A&M's, Alvarez's or any Support Employex'x xxxxxul misconduct or breach of fiduciary duty, (ii) any of A&M, Alvarez or any Support Employee (the "X&M Parties") commits any material act of fraud, dishonesty, embezzlement or misappropriation of funds or property in connection with the services rendered hereunder, or (iii) any of the A&M Parties commits a material breach of any of their respective obligations hereunder, and shall fail to remedy such breach within 30 days after having received written notice from the Company. If this Agreement is terminated by the Company for cause under this Section 7(a), then (i) the A&M Parties shall not be entitled to receive any further compensation under this Agreement, (ii) all unexercised A&M Options, whether or not then vested, shall expire, and (iii) the Company shall have the option, for a period of 12 months after such termination, to purchase all of shares of Common Stock then owned by A&M or the Affiliate at a purchase price equal to the lesser of the amount paid by A&M or the Affiliate for such shares of Common Stock or the Fair Market Value (as defined in Section 7(e) below) of such shares of Common Stock, which purchase price shall be applied and set-off from any first against the amounts otherwise due outstanding under the Recourse Promissory Note and second against the amounts outstanding under the Non-Recourse Promissory Note, in each case, first to Executive any amounts previously paid pursuant accrued interest and then to Section 9(fprincipal (such application being referred to as the "Required Application of Proceeds"). The Company shall provide A&M written notice of the Company's intention to exercise its option to purchase the Common Stock owned by A&M or the Affiliate under clause (iii) above prior to the expiration of the 12 month period referred to in clause (other than iii), and the Accrued Obligations)closing of such purchase shall occur as soon as practically possible after the giving of such notice.

Termination by the Company for Cause. At any time during the Term, the Company may terminate this Agreement and Executive’s employment may be terminated by with the Company for Cause by providing Executive with written notice of the Company's termination for Cause specifying in such notice the termination date, and this Agreement and Executive's employment will terminate at the end of the day on the termination date specified in such notice. For purposes of this Agreement, “Cause” means the occurrence of one or more of the following events: (as defined below in this subsection a) Executive’s conviction for, or pleading no contest to, a felony, any crime involving moral turpitude, or any crime that is injurious to the financial condition, reputation or goodwill of the Company; (b) Executive’s misappropriation of any of the Company's property; (c) Executive’s engaging in any fraudulent or dishonest conduct in Executive’s dealings with, or on behalf of, the Company; (d) Executive’s engaging in any illegal conduct, except for minor infractions such as minor traffic violations, in the performance of Executive’s employment duties for the Company; (e) Executive’s failure or refusal to follow the lawful and material instructions of the Company's Board of Directors (other than any such failure or refusal resulting from Executive's incapacity due to physical or mental illness), if such failure or refusal continues for a period of thirty (30) days after the Company provides Executive with written notice stating the instructions which Executive has failed or refused to follow; (f) Executive’s material breach of Executive’s obligations under this Agreement or any other agreement with the Company (provided that if the Company in good faith determines that the breach is curable, the Company shall give Executive notice of the breach and thirty (30) days in which to cure the breach); (g) Executive’s material violation of any of the Company's written policies or procedures, including, without limitation, any Executive policies, business ethics policies or code of conduct policies, and such violation, if curable as determined by the Company in good faith, remains uncured for a period of thirty (30) days after the Company provides Executive with written notice of such violation; (h) Executive's engaging in any willful misconduct which is injurious to the financial condition, reputation or goodwill of the Company (provided that if the Company in good faith determines that the misconduct is curable, the Company shall give Executive notice of the misconduct and thirty (30) days in which to cure the misconduct); (i) Executive's gross or habitual neglect of Executive’s material employment duties or responsibilities if such neglect continues at any time after the Company provides Executive with written notice of such gross or habitual neglect; (j) Executive's failure to work on a full-time basis in fulfilling Executive’s employment duties hereunder, except for periods in which Executive is absent for scheduled vacations or for sickness, injury or other authorized leaves of absence, if such failure continues at any time after the Company provides Executive with written notice of such failure; or (k) Executive's misuse of alcohol or drugs which materially interferes with Executive's performance of Executive’s duties for the Company or which is injurious to the reputation or goodwill of the Company. In the event of a Upon termination of Executive’s employment by the Company for Cause, no termination the Company’s obligation to pay or provide Executive compensation and benefits under this Agreement shall be payable to or in respect of Executive terminate, except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given pay or provide Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such noticeAccrued Benefits. If, in Other than the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaidforegoing, the Company shall have the right to set off from any amounts otherwise due no further obligations to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)under this Agreement.

Termination by the Company for Cause. The Company may terminate Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means shall mean (i) a Executive’s material breach by Executive of any provision of this Agreement; , (ii) a material Executive’s willful conduct which is demonstrably and willful violation by Executive of any of materially injurious to the Policies (as defined in Section 13); Company’s reputation, financial condition, or business relationships, (iii) Executive’s willful failure to comply with a lawful directive of the failure by Company’s Chief Executive to reasonably and substantially perform his duties hereunder Officer (other than as a result of physical or mental illness or injury“CEO”); , (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected failure to result in material injury to comply with the businessCompany’s written policies and procedures, reputation or prospects including the Company’s Corporate Code of the Company or any Business Conduct and Ethics and its Financial Code of its Affiliates; Ethics, (v) Executive’s fraud fraud, dishonesty, or misappropriation of funds; involving the Company’s assets, business, customers, suppliers, or employees, (vi) the commission by Executive Executive’s conviction of, or plea of guilty or nolo contendere to, a felony or other serious crime involving moral turpitudefelony; provided that in the case of any breach of clauses (i)or, (iivii) Executive’s continued failure or refusal to perform satisfactorily, or gross neglect of, Executive’s duties (other than any such failure or neglect resulting from Executive’s incapacity due to physical or mental illness). No termination of Executive for Cause, other than as set forth in (c)(v) or (iiic)(vi) that is curableabove, no termination there under shall be effective unless the Company shall have given shall, within ninety (90) days of sufficient facts known to it to constitute Cause, give written notice to Executive notice in reasonable detail of the event or events material facts constituting Cause and the reasonable steps the Company believes necessary to cure, and thereafter Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of from the date of the notice to cure any such occurrence of the events giving rise otherwise constituting Cause; provided that, no such notice and opportunity to the Cause termination. Upon such determination, cure is required if the Company shall (x) immediately cease paying any termination benefits pursuant has previously given Executive notice and opportunity to Section 9 hereof and (y) Executive shall be obligated to immediately repay to cure the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)same conduct.

Termination by the Company for Cause. Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (b)below). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii10(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any applicable Company policy, procedure, rule or regulation, including without limitation, the Burger King Companies’ Code of Business Ethics and Conduct, in each case as any such policy, procedure, rule or regulation may be amended from time to time in the Policies (as defined in Section 13)Company’s sole discretion; (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under thereunder shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination Separation from Service of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations).

Termination by the Company for Cause. The Company may terminate the Executive’s employment may be terminated for Cause upon a resolution duly adopted by the Company for Cause (as defined below in this subsection (b))affirmative vote of not less than two-thirds of the entire membership of the Board. In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means shall mean (i) a Executive’s material breach by Executive of any provision of this Agreement; , (ii) a material Executive’s willful conduct which is demonstrably and willful violation by Executive of any of materially injurious to the Policies (as defined in Section 13); Company’s reputation, financial condition, or business relationships, (iii) Executive’s willful failure to comply with a lawful directive of the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result Board regarding the strategic direction of physical or mental illness or injury); the Company, (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected failure to result in material injury to comply with the businessCompany’s written policies and procedures, reputation or prospects including the Company’s Corporate Code of the Company or any Business Conduct and Ethics and its Financial Code of its Affiliates; Ethics, (v) Executive’s fraud fraud, dishonesty, or misappropriation of funds; involving the Company’s assets, business, customers, suppliers, or employees, (vi) the commission by Executive Executive’s conviction of, or plea of guilty or nolo contendere to, a felony or other serious crime involving moral turpitudefelony; provided that in the case of any breach of clauses (i)or, (iivii) the Executive’s continued failure or refusal to perform satisfactorily, or gross neglect of, the Executive’s duties (other than any such failure or neglect resulting from the Executive’s incapacity due to physical or mental illness). No termination of the Executive for Cause other than as set forth in (c)(v) or (iiic)(vi) that is curable, no termination there under above shall be effective unless the Company shall have given Board shall, within ninety (90) days of sufficient facts known to it to constitute Cause, give written notice to the Executive notice in reasonable detail of the event or events material facts constituting Cause and the reasonable steps the Board believes necessary to cure, and thereafter the Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of from the date of notice to cure any such occurrence otherwise constituting Cause; provided that no such notice and opportunity to cure is required if the occurrence of Board has previously given Executive notice and opportunity to cure the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)same conduct.

Termination by the Company for Cause. The Company shall have the right at any time by vote of three-quarters (3/4) of the members of the Board (exclusive of the Executive) to terminate the Executive’s employment may be terminated by hereunder upon the Company for Cause (as defined below in this subsection (b)). In occurrence of any of the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means following events: (i) a material breach by Executive of any provision of this AgreementAgreement by the Executive that is not cured within fifteen (15) days after written demand by the Company; (ii) the Executive’s conviction of a material and willful violation by Executive felony following the exhaustion of any all appeals or a plea of the Policies (as defined in Section 13)guilty or nolo contendere to a felony; (iii) the failure by Executive to reasonably and substantially perform Executive’s abuse of alcohol or controlled substances that has a detrimental effect upon the Executive’s performance of his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) and that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events not cured within thirty (30) business days after receipt of such notice. Ifwritten demand by the Company; or (iv) the willful engaging by the Executive in conduct that is demonstrably and materially injurious to the Company, in the event Executive’s employment monetarily or otherwise, and that is terminated not cured within fifteen (15) days after written demand by the Company Without Cause (as defined all such events in subsection clauses (ci) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses – (iv), (v) collectively, “Cause”). For purposes of such determination of Cause, no act, or (vi) hereoffailure to act, on the Executive’s employment shallpart shall be deemed “willful” unless done, at or omitted to be done, by the election Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the BoardCompany, and in the event of a dispute, no claim by the Company that Cause exists shall be deemed to have been terminated for Cause, effective as of given effect unless the date of the occurrence of the events giving rise Company establishes to the Board by clear and convincing evidence that Cause terminationexists. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) The Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from address the Board with counsel present before any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)dismissal for Cause shall become effective.

Termination by the Company for Cause. Executive’s employment The Company may be terminated by terminate this Agreement effective upon 30 days’ prior written notice of termination from the Company for Cause (as defined below in this subsection (b)). In to the event Manager, without payment of a termination of Executive’s employment by the Company for Causeany Termination Fee, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means if (i) a the Manager, its agents or its assignees breach any material breach by Executive of any provision of this Agreement; Agreement and such breach shall continue for a period of 30 days after written notice thereof specifying such breach and requesting that the same be remedied in such 30-day period (or 45 days after written notice of such breach if the Manager takes steps to cure such breach within 30 days of the written notice), (ii) there is a material and willful violation by Executive commencement of any of proceeding relating to the Policies (as defined Manager’s Bankruptcy or insolvency, including an order for relief in Section 13); an involuntary bankruptcy case or the Manager authorizing or filing a voluntary bankruptcy petition, (iii) any Manager Change of Control which a majority of the failure by Executive Independent Directors reasonably determines is materially detrimental to reasonably the Company and substantially perform his duties hereunder (other than its Subsidiaries taken as a result of physical or mental illness or injury); whole, (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects dissolution of the Company or any of its Affiliates; Manager, (v) Executive’s fraud or misappropriation the Manager is convicted (including a plea of funds; nolo contendere of a felony, or (vi) the commission by Executive Manager commits fraud against the Company, misappropriates or embezzles funds of the Company, or acts, or fails to act, in a felony manner constituting bad faith, willful misconduct, gross negligence or other serious crime involving moral turpitude; provided that reckless disregard in the case performance of its duties under this Agreement; provided, however, that if any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event actions or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, omissions described in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or this clause (vi) hereof, Executive’s employment shall, at the election are caused by an employee and/or officer of the Board, be deemed to have been terminated for Cause, effective as Manager or one of its Affiliates and the Manager takes all necessary and appropriate action against such person and cures the damage caused by such actions or omissions within 30 days of the date Manager actual knowledge of the occurrence of the events giving rise to the Cause termination. Upon such determinationits commission or omission, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid terminate this Agreement pursuant to this Section 9(f) (other than the Accrued Obligations)13.

Termination by the Company for Cause. ExecutiveThe Company may terminate the Employee’s employment may be terminated hereunder upon written notice to the Employee for any of the following reasons: (i) habitual intoxication; (ii) abuse of a controlled substance; (iii) conviction of a felony involving moral turpitude; (iv) adjudication as an incompetent; (v) a breach by the Employee of any material term of this Agreement, including the Employee’s failure to faithfully, diligently and adequately perform his duties under this Agreement, that is not corrected within ten days after written notice from the Company, which notice shall set forth the nature of the breach; (vi) violation in any material respect of any of the Company’s rules, regulations or policies; (vii) gross insubordination by the Employee in the performance of his duties under this Agreement; (viii) engaging in any conduct, action or behavior that, in the reasonable opinion of the Board, has had a material adverse effect on the reputation of the Company for Cause or the Employee; (as defined below ix) any continued or repeated absence from the Company, unless the absence is approved or excused by the Board or the result of the Employee’s illness, disability or incapacity (in this subsection which event the provisions of Section 4(b) hereof shall control); or (b))x) misappropriation of any funds or property of the Company, theft, embezzlement or fraud. In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of discharge the event or events constituting Cause and Executive shall have failed Employee pursuant to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (ivthis Section 4(c), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying not have any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In additionfurther obligation or liability under this Agreement, if not repaid, except that the Company shall pay to the Employee: (i) any portion of the Employee’s Base Salary for the period up to the date of termination that has been earned but remains unpaid; and (ii) any benefits that have accrued to the right to set off from any amounts otherwise due to Executive any amounts previously Employee under the terms of the employee benefit plans of the Company, which benefits shall be paid pursuant to Section 9(f) (other than in accordance with the Accrued Obligations)terms of those plans.

Termination by the Company for Cause. Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii8(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 1312); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination Separation from Service of such termination Without Cause, it is determined in good faith by the Board Company that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the BoardCompany, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 8 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 98. In addition, if not repaid, the Company shall have the right to set off off, in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f8(f) (other than the Accrued Obligations).

Termination by the Company for Cause. Executive’s employment may be terminated The Company may, at any time and without notice (except as required below), terminate the Executive for “cause.” Termination by the Company of the Executive for Cause “cause” shall be limited to termination based on any of the following grounds: (as defined below in a) fraud, misappropriation, embezzlement or acts of similar dishonesty; (b) conviction of a felony crime; (c) intentional and willful misconduct that subjects the Company to criminal or civil liability; (d) breach of the Executive’s duty of loyalty to the Company or diversion or usurpation of corporate opportunities properly belonging to the Company; (e) material breach of this Agreement and/or any other agreement entered into between the Company and the Executive; and/or (f) willful and/or continued failure to satisfactorily perform the duties of Executive’s position; provided, however, that Executive shall not be terminated for cause under subsection (b))e) or (f) above unless the Company first has provided Executive with written notice that the Company considers the Executive to be in violation of Executive’s obligations under those subsections and Executive fails, within thirty (30) days of such notice, to cure the conduct that has given rise to the notice. In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits Executive shall be payable entitled to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence receive only that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, Base Salary earned on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s last day of active service and other post-employment could have been terminated for Cause benefits required by law or under clauses (iv)Company policy. Under this section, (v) or (vi) hereof, Executive shall not be entitled to receive any portion of Executive’s employment shall, at target bonus for the election of period in which the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)occurs.

Termination by the Company for Cause. The Company may terminate the Term and Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (bbelow)). In the event , and such termination for Cause shall be effective immediately upon provision of a termination of Executive’s notice to Executive that her employment by the Company has been terminated for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means shall mean: (i) a material Executive’s willful breach by Executive of any provision Section 7(b), (c), or (d) or Sections 8, 9, or 10 of this Agreement; (ii) Executive’s willful failure to follow a material and willful violation by Executive of any lawful directive of the Policies (as defined in Section 13)Board; (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused in the performance or is reasonably expected to result in material injury nonperformance of any of her duties or responsibilities; (iv) Executive’s dishonesty or fraud with respect to the business, reputation business or prospects affairs of the Company or any of its AffiliatesJ.Xxxx Company; (v) Executive’s fraud conviction of or misappropriation plea of fundsno contest to any misdemeanor involving theft, fraud, dishonesty, or act of moral turpitude or any felony that in either case results, or would reasonably be expected to result, in material harm to the business or reputation of the Company; or (vi) Executive’s use of alcohol or drugs in a manner that materially interferes with the commission by Executive performance of a felony or other serious crime involving moral turpitudeher duties for the J.Xxxx Companies; provided provided, however, that in the case event of any breach of a breach, a failure or negligence described in clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless and in the Company shall have given Executive notice first instance of a use of alcohol or drugs having the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty consequence described in clause (30) business days after receipt of such notice. Ifvi), in the event any such case, which can be cured by Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall provide Executive with notice of the facts and circumstances which constitute Cause and shall provide Executive no less than ten (x10) immediately cease paying any business days in which to cure such breach, failure, negligence or use and shall not terminate Executive for Cause if Executive cures such breach, failure, negligence or use within such ten (10) day period. In the event of termination of Executive’s employment for Cause, no compensation or benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid payable to Executive pursuant to Section 9. In additionafter the date of such termination, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(fexcept as provided for in paragraph 6(f) (other than the Accrued Obligations)of this Agreement.

Termination by the Company for Cause. Executive’s employment The Company may be terminated terminate this Agreement at any time, in the discretion of the Board, in the event of (i) any conviction of Xxxxxxxx for a felony, (ii) any material breach by Xxxxxxxx of a material written agreement between Xxxxxxxx and the Company for Cause or the UST Group, including this Agreement, (as defined below iii) any breach caused by Xxxxxxxx of the Company Agreement, the limited partnership agreement of any member of the UST Group, or the charter or bylaws of any corporation within the UST Group, provided that Xxxxxxxx had prior written notice of such agreement or other document and any amendment thereto (including a copy of the full text thereof) and provided further that such breach has a material adverse effect on the Company, (iv) any willful conduct by Xxxxxxxx materially injurious to the Company or the UST Group or their respective businesses, (v) any willful failure by Xxxxxxxx to comply with any material policies, procedures, or directives of the Board, provided that, Xxxxxxxx shall first be given notice from the Board of such failure and such failure shall not have been cured within 10 days after such notice or, if such failure is not capable of being cured within 10 days, Xxxxxxxx shall not have commenced and be diligently pursuing in this subsection good faith efforts to cure such default, or (b))vi) any fraud, misappropriation of funds, embezzlement, or other similar acts of misconduct by Xxxxxxxx with respect to the Company or the UST Group. In the event of a termination of Executive’s employment by the Company terminates Xxxxxxxx' employment pursuant to this Section 6.2 for Cause, no termination benefits then Xxxxxxxx shall be payable to or in respect of Executive except as provided in Section 9(f)(ii)paid on termination the Earned Amounts. For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of no act or failure to act on Xxxxxxxx' part shall be deemed "willful" unless done, or omitted to be done, in bad faith or without the Policies (as defined reasonable belief that the act or failure to act was in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects best interests of the Company or any the UST Group. Any act or failure to act on the basis of its Affiliates; (v) Executive’s fraud authority given by resolution duly adopted by the Board or misappropriation on the basis of funds; or (vi) the commission advice given by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless legal counsel for the Company shall be conclusively presumed to have given Executive notice of the event been done, or events constituting Cause and Executive shall have failed omitted to cure such event or events within thirty (30) business days after receipt of such notice. Ifbe done, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith and in the best interests of the Company or the UST Group. No termination of Xxxxxxxx' employment shall be for Cause unless such termination shall have been authorized in advance by a resolution adopted by the Board that Executive’s employment could and delivered to Xxxxxxxx, following a meeting of the Board at which Xxxxxxxx (together with his counsel) shall have been terminated afforded a reasonable opportunity to refute the purported grounds for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated termination for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations).

Termination by the Company for Cause. Executive’s The Company may discharge the Executive and thereby terminate his employment hereunder upon written notice to the Executive for any of the following reasons: (i) material violation of any policy regarding substance abuse as may be terminated promulgated by the Company for Cause from time to time; (ii) the willful failure to substantially perform the duties or responsibilities of his position as defined below in this subsection (b)). In those may be delegated or assigned to the event of a termination of Executive’s employment Executive by the Company for Cause, no termination benefits shall be payable to President and CEO or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means by the Board; (iiii) a any material breach by Executive of any provision covenant or agreement contained in SECTIONS 6 OR 7 of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence engaging in intentional conduct that has caused or is reasonably expected causes material damage to result in material injury to the business, reputation or prospects of the Company or any of its Affiliatesbusiness reputation; (v) Executive’s fraud conviction (by trial or misappropriation guilty plea) or a plea of fundsnon-contest, NOLO CONTENDERE or similar plea to a felony (or misdemeanor which the Company determines to have or could have a material adverse effect on the Company or its reputation) which has become non-appealable; (vi) adjudication as an incompetent; or (vivii) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case misappropriation of any breach funds or property of clauses the Company materially affecting the Company, theft, embezzlement or fraud; provided, however, that with respect only to subsections (i), ) and (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determinationabove, the Company shall (x) immediately cease paying not discharge the Executive for cause unless the Executive fails, refuses or for any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay reason does not cure such violation to the reasonable satisfaction of the Company all amounts theretofore paid to within 30 days following written notice from the Company that there exists a reason for discharge for cause. In the event that the Company shall discharge the Executive pursuant to Section 9. In addition, if not repaidthis SECTION 5(a), the Company shall not have any further obligation or liability under this Agreement, except that the right Company shall pay to set off from the Executive: (i) any amounts otherwise due portion of the Executive's Base Salary for the period up to the date of termination that has been earned but remains unpaid; and (ii) any benefits that have accrued to the Executive any amounts previously under the terms of the benefit plans of the Company in which he is a participant, which benefits shall be paid pursuant to Section 9(f) (other than in accordance with the Accrued Obligations)terms of those plans.

Termination by the Company for Cause. The Company may terminate the Executive’s employment may during the Employment Term for Cause at any time upon written notice from the Company specifying such Cause and the expiration of the cure period specified below, and thereafter, the Company’s obligations hereunder (other than the obligation to pay any accrued salary or benefit) shall cease and terminate; provided, however, that such written notice shall not be terminated delivered until after the Company shall have given the Executive written notice specifying the conduct alleged to have constituted such Cause. The Executive shall have thirty (30) days to cure the matters specified in the notice delivered by the Company for Cause Board (as defined below in this subsection (b)). In to the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(iiextent that such matters are curable). For purposes of this Agreement, “Cause” means shall mean the Executive’s willful misconduct, dishonesty or other willful actions (ior willful failures to act) which are materially and demonstrably injurious to the Company, or a material breach by the Executive of any provision one or more terms of this Agreement; (ii) a material and willful violation by Executive of any , which shall include the Executive’s habitual neglect of the Policies (as defined material duties required of her under this Agreement. For purposes of this Paragraph 7(b), no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in Section 13); (iii) bad faith or without reasonable belief that the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct action or gross negligence that has caused or is reasonably expected to result omission was in material injury to the business, reputation or prospects best interests of the Company Company. Any act, or any failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based on the advice of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless counsel for the Company shall have given Executive notice of the event be presumed to be done, or events constituting Cause and Executive shall have failed omitted to cure such event or events within thirty (30) business days after receipt of such notice. Ifbe done, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined Executive in good faith by and in the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereofbest interests of the Company. In addition, Executive’s employment shall, at the election of the Board, shall be deemed to have been terminated for CauseCause if, effective as of within six (6) months after the date of Executive’s Separation from Service (as hereinafter defined), based on facts and circumstances discovered after the occurrence of the events giving rise to the Cause termination. Upon such determinationExecutive’s employment has terminated, the Company shall (x) immediately cease paying any Board determines in good faith after appropriate investigation that the Executive committed an act during the Employment Term that would have justified a termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9for Cause. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations).Xxxxxx X. Xxxx

Termination by the Company for Cause. The Company may, at its option, terminate Executive’s 's employment may be terminated for "Cause" determined in good faith by a majority of the Company Board (exclusive of Executive if Executive shall then serve as a member of the Board) by giving a notice of termination to Executive specifying the reasons for Cause termination and if Executive shall fail to cure same within thirty (as defined below 30) days of him receiving the notice of termination his Employment shall terminate at the end of such thirty (30) day period; provided, that in this subsection (b)). In the event of a termination the Board in good faith determines that the underlying reasons giving rise to such determination cannot be cured, then said cure period shall not apply and Executive's employment shall terminate on the date of Executive’s employment by 's receipt of the Company for notice of termination. "Cause, no termination benefits " shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means mean (i) Executive's conviction of, guilty or no contest plea to, or confession of guilt of, a felony or other crime involving moral turpitude; (ii) an act or omission by Executive in connection with his employment which constitutes gross negligence, malfeasance, willful misconduct or other bad faith conduct which is materially injurious to the Company; (iii) a material breach by Executive of any provision of this Agreement; (iiiv) continuing failure to perform such reasonable duties as are assigned to Executive by the Company in accordance with the terms of this Agreement, other than a material and willful violation by Executive of any of the Policies (failure resulting from a Disability as defined in Section 13)3.1.2 hereof and refusal to perform duties if such duties would constitute the basis for a Good Reason (as defined below) resignation by Executive; (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (ivv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result 's knowing taking any action in material injury to the business, reputation or prospects conflict of interest with the Company or any of its Affiliates; (v) affiliates given Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless 's position with the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise but only to the Cause termination. Upon extent that such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay action results in material harm to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)Company.

Termination by the Company for Cause. ExecutiveEmployee’s employment under this Agreement may be terminated by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company at any time for Cause. Only the following actions, no termination benefits failures, or events by or affecting Employee shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, constitute “Cause” means for termination of Employee by the Company: (i) willful and continued failure by Employee to substantially perform his duties provided herein after a written demand for substantial performance is delivered to Employee by the Supervisor, which demand identifies with reasonable specificity the manner in which Employee has not substantially performed his duties, and Employee’s failure to comply with such demand within a reasonable time, which shall not be less than thirty (30) days after Employee’s receipt of such demand; (ii) the engaging by Employee gross negligence materially injurious to the Company or gross misconduct, which if capable of being cured, is not cured within thirty (30) days of written notice thereof from the Supervisor to Employee; (iii) a material breach by Executive of any provision Employee of this Agreement; (ii) a material , the Confidentiality Agreement or any other agreement between Employee and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation affiliates, which if capable of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i)being cured, (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events not cured within thirty (30) business days after receipt of such notice. If, in written notice thereof from the event Executive’s employment Supervisor to Employee; or (iv) the commission of any willful act that is terminated by materially detrimental to the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary best interests of the applicable Date Company, which if capable of Termination being cured, is not cured within thirty (30) days of such termination Without Cause, it is determined in good faith by written notice thereof from the Board that Executive’s employment could have been terminated for Cause under clauses (iv), Supervisor to Employee; or (v) Employee’s conviction of having committed a felony. No action or (vi) hereof, Executivefailure to act on Employee’s employment shall, at part will be considered “willful” unless it is done without the election good faith reasonable belief that such action was in the best interests of the BoardCompany, be deemed to have been terminated for Cause, effective as or if it is done upon the advice of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)counsel.

Termination by the Company for Cause. Executive’s employment The Company may be terminated by the Company terminate this Agreement for Cause (as defined below in this subsection (bbelow)), as provided below. In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits the Company shall be payable to or in respect responsible under this Agreement only for accrued and unpaid compensation and benefits through the date of Executive except as provided in Section 9(f)(ii)termination. For purposes of this Agreement, “Agreement the following shall constitute "Cause” means " for such termination: (i) a material breach conviction of or plea of nolo contendere by Executive of Donovan for (A) felony or (B) any provision of this Agreementmisdemeanor involving moral turpxxxxx, deceit, dishonesty or fraud; (ii) a material and willful Donovan's violation by Executive of any of the Policies (policies and procedures of the Company, xxxxxxing, without limitation, the Company's policies on sexual harassment, discrimination and transactions in the Company's securities, as defined in Section 13)effect from time to time; (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical Donovan's gross negligence, willful misconduct, fraud or mental illness or injury)misapprxxxxxxxxx xx xssets; (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects breach by Donovan of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of fundsDonovan's obligations under this Agreement; or (vix) xxy negative xx xxxxxxaging statements by Donovan about the commission by Executive Company, its management or principal shxxxxxxxers. Prior to termination of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses this Agreement for Cause pursuant to subsections (iii), (iiiii), (iv) or (iii) that is curablev), no termination there under shall be effective unless the Company shall have given Executive provide Donovan written notice of the event any violation breach or events constituting Cause and Executive shall failure and, if xxxxxxxe of cure, Donovan will have failed to cure such event or events within thirty (30) 10 business days after receipt of written notice xx xxxe any such noticeviolation or breach. If, in the event Executive’s employment is If terminated by the Company Without Cause (as defined in pursuant to subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (vi) or (vi) hereofif no cure is possible, Executive’s employment shall, at the election of the Board, termination shall be deemed to have been terminated for Cause, effective as of upon the date of the occurrence of the events giving rise written notice to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)Donovan.

Termination by the Company for Cause. In the event that the Company terminates Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company for Cause, no the Company shall pay Executive all base salary due and owing and all other accrued but unpaid benefits (e.g., accrued vacation) through the last day actually worked and thereafter the Company’s obligations under this Agreement shall terminate, subject to Section 5.4. For the purposes of this Agreement, termination benefits shall be payable for “Cause” if (i) Executive refuses or fails to act in accordance with any lawful order or instruction of the Board of Directors that is consistent with Executive’s obligations and responsibilities under this Agreement, and such refusal or failure to act has not been cured within five (5) days of written notice from the Board of Directors of such disobedience, (ii) Executive fails to devote reasonable attention and time during normal business hours to the business affairs of the Company or Executive is determined by the Board of Directors to have been unfit (e.g., denied any license, permit or qualification required by any gaming regulator or found unsuitable by any gaming regulator) (other than as a result of an Incapacity), unavailable for service (other than as a result of an Incapacity) or grossly negligent in respect connection with the performance of his duties on behalf of the Company, which unfitness, unavailability or gross negligence has not been cured within five (5) days of written notice from the Board of Directors of the same; (iii) Executive except as provided is determined by the Board of Directors to have committed a material act of dishonesty or willful misconduct or to have acted in Section 9(f)(ii)bad faith to the material detriment of the Company in connection with the performance of his duties on behalf of the Company; (iv) Executive is convicted of a felony or other crime involving dishonesty, breach of trust, moral turpitude or physical harm to any person, or (v) Executive materially breaches any agreement with the Company which material breach has not been cured within ten (10) days written notice from the Board of Directors of the same. For purposes of this Agreement, the term “without Cause” means (i) a material breach by Executive shall mean termination of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (reasons other than the Accrued Obligations)for “Cause.”

Termination by the Company for Cause. At any time during the Term, the Company may terminate this Agreement and Executive’s employment may be terminated by with the Company for Cause (“Cause” as defined below provided in this subsection Section 7.4. “Cause” shall mean the occurrence of one or more of the following events: (a) the willful and continued failure of Executive to perform substantially his duties owed to the Company after a written demand for substantial performance is delivered to Executive which specifically identifies the nature of such non-performance, (b))) the willful engaging by Executive in gross misconduct significantly and demonstrably injurious to the Company, or (c) conduct by Executive in the course of his employment which is a felony or fraud that results in material harm to the Company. In No act or omission on the event part of Executive shall be considered “willful” unless it is done or omitted in bad faith or without reasonable belief that the action or omission was in the best interests of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause without (i) reasonable notice to Executive setting forth the reasons for the Company’s intention to terminate for Cause, (ii) an opportunity for Executive, together with his counsel, to be heard before the Board of Directors of the Company, and (iii) delivery to the Executive of a notice of termination from the Board of Directors finding that in the good faith opinion of three-quarters (3/4) of the Board of Directors that Executive was guilty of conduct set forth in clause (a), (b) or (c) above and specifying the particulars thereof in detail. Upon termination of Executive’s employment by the Company for Cause, no termination the Company’s obligation to pay or provide Executive compensation and benefits under this Agreement shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreementterminate, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence provided, however, that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given pay Executive notice that portion of his Base Salary, at the event or events constituting Cause and Executive rate then in effect, which shall have failed to cure such event or events within thirty (30) business days after receipt been earned through the termination date and, provided further that termination of such notice. If, in the event Executive’s employment is terminated by shall not affect the Company Without Cause (as defined Company’s obligations referred to in subsection (c) below) and, on or before Section 7.7. Other than the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaidforegoing, the Company shall have the right to set off from any amounts otherwise due no further obligations to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)under this Agreement.

Termination by the Company for Cause. Executive’s employment may be terminated by If the Company for Cause reasonably determines that Employee (as defined below a) has engaged to the material detriment of the Company in this subsection gross negligence, gross incompetence or willful misconduct in the performance of his duties and has failed within a reasonable period after written notice thereof to correct such conduct, (b)). In the event of a termination of Executive’s employment by the Company for Cause) has repeatedly refused, no termination benefits shall be payable without proper reason, to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as including Employee’s violation of Xxxxxxxx’ Code of Conduct for employees) and has failed within a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected reasonable period after written notice thereof to result in material injury to the businesscorrect such conduct, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) andhas committed an act of fraud, on embezzlement or before the 12-month anniversary willful breach of the applicable Date of Termination of such termination Without Causea fiduciary duty, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise each case to the Cause termination. Upon such determinationCompany (it being understood that in any proceeding to interpret or enforce this Agreement, the Company shall (x) immediately cease paying any termination benefits bear the burden of proof in establishing it had the right to terminate Employee pursuant to Section 9 hereof this clause (c)), (d) has been convicted of (or pleaded no contest to) a crime involving fraud or any felony involving moral turpitude, or (e) has committed a crime of dishonesty or moral turpitude and (y) Executive shall be obligated to immediately repay by reason of publicity with respect to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaidsame has materially and substantially harmed the Company, the Company may, by written notice (which notice shall have set forth such breach in reasonable detail) to Employee, terminate Employee’s employment hereunder; the right to set off from Company shall promptly pay Employee any amounts otherwise due to Executive any amounts previously compensation accrued but not yet paid under Section 1.03 hereof through and including the date of such termination (and reimbursement for expenses incurred through and including the date of such termination) and, upon such payment, all obligations of the Company under Article I hereof shall forthwith terminate. The obligations of Employee under Article IV hereof shall continue notwithstanding termination of Employee’s employment pursuant to this Section 9(f) (other than the Accrued Obligations)2.03.

Termination by the Company for Cause. Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the The Company shall have the right to set off from terminate this Agreement and Employee’s employment hereunder “for cause” by giving Employee written notice to that effect. Any such termination of employment shall be effective on the date specified in such notice. In the event of such termination, the Company shall pay to Employee (a) Employee’s unpaid Base Salary through the effective date of the termination, and (b) any amounts otherwise due business expenses remaining unpaid on the effective date of the termination for which Employee is entitled to Executive be reimbursed under Section 5 of this Agreement. For the purpose of this Agreement, “for cause” shall mean (i) commission of a willful act of dishonesty in the course of Employee’s duties hereunder, (ii) conviction by a court of competent jurisdiction of a crime constituting a felony or conviction in respect of any amounts previously paid pursuant to Section 9(fact involving fraud, dishonesty or moral turpitude, (iii) Employee’s performance under the influence of controlled substances (other than those taken pursuant to a medical doctor’s orders), or continued habitual intoxication, during working hours; (iv) frequent or extended, and unjustifiable absenteeism, (v) Employee’s personal misconduct or refusal to perform duties and responsibilities described in Section 2.1 above, or to carry out directives of the Accrued Obligations)Company, which, if capable of being cured shall not have been cured, within 5 days after the Company shall have advised Employee in writing if its intention to terminate Employee’s employment in accordance with the provision of this Section 1 A., or (vi) material non-compliance with the terms of this Agreement, including, but not limited to, any breach of Sections 5 or 6 of this Agreement.

Termination by the Company for Cause. The Company may terminate the Term and Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (bbelow)). In the event , and such termination for Cause shall be effective immediately upon provision of a termination of Executive’s notice to Executive that his employment by the Company has been terminated for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means means: (i) a Executive’s material breach by Executive of any material provision of this Agreement; Agreement or any other agreement to which Executive and the Company and/or its affiliates are parties, (ii) a material and Executive’s willful violation by Executive of any of the Policies (as defined in Section 13); failure to perform Executive’s duties under this Agreement, (iii) Executive’s willful failure to follow a lawful directive of the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result Company’s Board of physical or mental illness or injury); Directors, (iv) Executive’s willful misconduct material failure to comply with the Company’s material written policies or gross negligence rules, as they may be in effect from time to time, provided that Executive has caused been provided with written notice of such policies or is reasonably expected to result in material injury to the businessrules, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud commission of any negligent or misappropriation intentional act that results in severe harm to the Company, excluding any act Executive takes in good faith that Executive reasonably believed was in the best interests of funds; or the Company, (vi) Executive’s use of illegal drugs, (vii) Executive’s material dishonesty, fraud, willful misconduct or breach of fiduciary duty with respect to the business or affairs of the Company, or (viii) Executive’s commission by Executive of a felony felony; offense punishable by imprisonment in a state or other serious federal penitentiary; any offense, civil or criminal, involving material dishonesty, fraud, moral turpitude or immoral conduct; or any crime involving moral turpitude; provided that of sufficient import to potentially discredit or adversely affect the Company’s ability to conduct its business in the case of any breach of clauses normal course ; provided, however, that no termination shall occur pursuant to subsections (i), ) through (iiv) or (iii) that is curable, no termination there under shall be effective herein unless the Company shall have given first gives Executive notice of its intention to terminate and of the event or events constituting Cause for such termination, and Executive shall have failed to cure such event or events has not, within thirty fifteen (3015) business days after following receipt of such notice, cured such Cause to the reasonable satisfaction of the Company. If, in In the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of no compensation or benefits shall be payable to Executive after the date of such termination, except as provided for in section 7(f) or as otherwise required under the occurrence terms of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof Company’s employee benefit plans and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)programs or applicable law.

Termination by the Company for Cause. The Company shall have the right to terminate this Agreement and Executive’s employment may be terminated by the Company hereunder for Cause (as defined below by giving Executive written notice to that effect. Any such termination of employment shall be effective on the date specified in this subsection (b))such notice. In the event of a termination of Executive’s employment by such termination, the Company shall pay to Executive (a) his unpaid Base Salary through the effective date of the termination, and (b) any business expenses remaining unpaid on the effective date of the termination for Cause, no termination benefits shall which Executive is entitled to be payable to or in respect reimbursed under Section 5 of Executive except as provided in Section 9(f)(ii)this Agreement. For purposes the purpose of this Agreement, “Cause” means shall mean (i) commission of a willful and material breach by Executive act of any provision dishonesty in the course of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i)duties hereunder, (ii) conviction by a court of competent jurisdiction of a crime constituting a felony or conviction in respect of any act involving fraud, dishonesty or moral turpitude, (iii) that is curableExecutive’s performance under the influence of controlled substances, no termination there under shall be effective unless or continued habitual intoxication, during working hours, after the Company shall have provided written notice to Executive and given Executive notice of the event or events constituting Cause 30 days within which to commence rehabilitation with respect thereto, and Executive shall have failed to cure commence such event rehabilitation or events continued to perform under the influence after such rehabilitation, (iv) frequent or extended, and unjustifiable (not as a result of incapacity or disability) absenteeism which shall not have been cured within thirty (30) business 30 days after receipt the Company shall have advised Executive in writing of such notice. Ifits intention to terminate Executive’s employment in accordance with the provisions of this Section 8.2, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could condition shall not have been terminated for Cause under clauses (iv)cured, (v) Executive’s personal, willful and continuing misconduct or refusal to perform duties and responsibilities described in Section 2 above, or to carry out directives of the USI CEO, which, if capable of being cured, shall not have been cured within 60 days after the Company shall have advised Executive in writing of its intention to terminate Executive’s employment in accordance with the provision of this Section 8.2 or (vi) hereofmaterial non-compliance with the terms of this Agreement, Executive’s employment shall, at the election including but not limited to any breach of the Board, be deemed to have been terminated for Cause, effective as Section 6 or Section 7 of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)this Agreement.

Termination by the Company for Cause. The Company may, at any time during the Employment Period, by notice to Executive’s employment may , terminate the Employment Period for Cause. As used herein, "Cause" shall mean (i) incompetence, fraud, personal dishonesty, defalcation, or acts of gross negligence or gross misconduct on the part of Executive in the course of his employment, (ii) substantial and continued failure by Executive to perform his duties hereunder, (iii) use of alcohol by Executive or his illegal use of drugs (including narcotics) which in either case is, or could reasonably be terminated expected to become, materially injurious to the reputation or business of the Company or which impairs, or could reasonably be expected to impair, the performance of Executive's duties hereunder, (iv) Executive's conviction by a court of competent jurisdiction of, or pleading "guilty" or "no contest" to, (x) a felony, or (y) any other criminal charge (other than minor traffic violations) which has or could reasonably be expected to have a material adverse impact on the Company's reputation and standing in the community, or (v) Executive's violation of any of the provisions in this Agreement. Any notice given by the Company pursuant to this Section 5.2 shall specify in writing in reasonable detail the event or the nature of Executive's action or inaction that is the cause for giving such notice. Executive will have 30 days to cure, to the reasonable satisfaction of the Company, any action or inaction charged by the Company for Cause under (as defined below in this subsection ii) or (bv)), above. In the event of a termination of Executive’s employment by the Company Employment Period for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses Cause under (i), (ii) iii), or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determinationabove, the Company Employment Period shall (x) terminate immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to upon notice by the Company all amounts theretofore paid to of termination for Cause and the reason therefor, unless such actions or inactions can be cured and Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)has satisfactorily cured such actions or inactions.

Termination by the Company for Cause. Executive’s employment The Company may be terminated terminate this Agreement at any time, in the discretion of the Board, in the event of (i) any conviction of Executive for a felony, (ii) any material breach by Executive of a material written agreement between Executive and the Company for Cause or the UST Group, including this Agreement, (as defined below iii) any breach caused by Executive of the Company Agreement, the limited partnership agreement or operating agreement of any member of the UST Group, or the charter or bylaws of any corporation within the UST Group, provided that Executive had prior written notice of such agreement or other document and any amendment thereto (including a copy of the full text thereof) and provided further that such breach has a material adverse effect on the Company, (iv) any willful conduct by Executive materially injurious to the Company or the UST Group or their respective businesses, (v) any willful failure by Executive to comply with any material policies, procedures, or directives of the Board, provided that, Executive shall first be given notice from the Board of such failure and such failure shall not have been cured within three days after such notice or, if such failure is not capable of being cured within three days, Executive shall not have commenced and be diligently pursuing in this subsection good faith efforts to cure such default, or (b))vi) any fraud, misappropriation of funds, embezzlement, or other similar acts of misconduct by Executive with respect to the Company or the UST Group. In the event of a termination of Executive’s employment by the Company terminates Executive's employment pursuant to this Section 6.2 for Cause, no termination benefits then Executive shall be payable to or in respect of Executive except as provided in Section 9(f)(ii)paid on termination the Earned Amounts. For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of no act or failure to act on Executive's part shall be deemed "willful" unless done, or omitted to be done, in bad faith or without the Policies (as defined reasonable belief that the act or failure to act was in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects best interests of the Company or any the UST Group. Any act or failure to act on the basis of its Affiliates; (v) Executive’s fraud authority given by resolution duly adopted by the Board or misappropriation on the basis of funds; or (vi) the commission advice given by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless legal counsel for the Company shall be conclusively presumed to have given Executive notice of the event been done, or events constituting Cause and Executive shall have failed omitted to cure such event or events within thirty (30) business days after receipt of such notice. Ifbe done, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith and in the best interests of the Company or the UST Group. No termination of Executive's employment shall be for Cause unless such termination shall have been authorized in advance by a resolution adopted by the Board that and delivered to Executive’s employment could , following a meeting of the Board at which Executive (together with his counsel) shall have been terminated afforded a reasonable opportunity to refute the purported grounds for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated termination for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations).

Termination by the Company for Cause. The Company may terminate the Executive’s employment may be terminated by the Company 's services hereunder for Cause (as defined below below) at any time upon written notice to the Executive. In such event, the Executive's services shall terminate on the effective date specified in this subsection (b))such notice. In the event case of a the Executive's termination of Executive’s employment by the Company for Cause, no the Company shall promptly pay to the Executive her then current accrued and unpaid Base Salary and accrued and unpaid bonus for any years preceding the year of termination and other benefits shall be payable and payments then due (including, without limitation, reimbursement of amounts under Section 3) to or in respect of which the Executive except is entitled hereunder. Except as provided in Section 9(f)(ii)4(h) below, the Executive and her beneficiaries, as appropriate, shall be entitled to no other compensation under this Agreement following, or as a result of, a termination under these circumstances. For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive the Company shall have "CAUSE" to terminate Executive's services hereunder in the event of any of the Policies following acts or circumstances: (as defined in Section 13); (iiii) acts or omissions by the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful which constitute intentional material misconduct or gross negligence that has caused or is reasonably expected to result in a knowing violation of a material injury to the business, reputation or prospects written policy of the Company or any of its Affiliatessubsidiaries; (ii) the Executive personally receiving a benefit in money, property or services from the Company or any of its subsidiaries or from another person dealing with the Company or any of its subsidiaries, in material violation of applicable law or written Company policy; (iii) willful destruction by Executive of property of the Company or a subsidiary having a material value to the Company or such subsidiary; (iv) fraud, embezzlement or theft from the Company, or comparable dishonest activity committed by Executive against the Company, or comparable dishonest activity committed by Executive which might otherwise have a material detrimental effect on the Company; (v) Executive’s fraud 's conviction of or misappropriation entering a plea of fundsguilty or nolo contendere to any crime constituting a felony involving fraud, embezzlement or moral turpitude (excluding acts involving a de minimis dollar value and not related to the Company or a subsidiary, provided that such acts do not otherwise have a material detrimental effect on the Company); or (vi) Executive's gross failure to discharge Executive's duties (other than due to physical or mental illness) commensurate with Executive's title and function or Executive's failure to comply with the commission by Executive lawful directions of a felony the Board of Directors of Parent, or other serious crime involving moral turpitude; provided that in the case Executive's breach of any breach other provision of clauses (i)this Agreement in any material respect, (ii) or (iii) in any such case that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events not cured within thirty (30) business days after receipt Executive has received written notice thereof from such Board of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause Directors; or (as defined in subsection (cvii) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by a willful and knowing material misrepresentation to the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as Directors of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)Parent.

Termination by the Company for Cause. (i) The Company may terminate the Executive’s employment may be terminated by the Company hereunder for Cause “Cause” (as defined below in this subsection (b)). In the event below) by delivering to him a Notice of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii)Termination. For purposes of this Agreementthe foregoing, any of the following shall constitute grounds for terminating the Executive’s employment for Cause: (A) the Executive’s pleading “Causeguilty” means or “no contest” to, or his conviction of, a felony or any crime involving moral turpitude, (iB) his commission of any act of fraud or any act of personal dishonesty involving the property or assets of the Company intended to result in substantial financial enrichment to the Executive, (C) a material breach by the Executive of one or more of his obligations under Section 9 of this Agreement or under his Proprietary Information and Inventions Agreement with the Company, (D) a material breach by the Executive of any provision of his other obligations under this Agreement; Amended and Restated Agreement or any other agreement with the Company, (iiE) the Executive’s commission of a material violation of Company policy which would result in an employment termination if committed by any other employee of the Company or his gross misconduct, (F) the Executive’s material dereliction of the major duties, functions and responsibilities of his executive position (other than a failure resulting from the Executive’s incapacity due to physical or mental illness), (G) a material and willful violation breach by the Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects fiduciary obligations as an officer of the Company or any of its Affiliates; (vH) the Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that willful and knowing participation in the case preparation or release of false or materially misleading financial statements relating to the Company’s operations and financial condition or his willful and knowing submission of any breach false or erroneous certification required of clauses (i), (ii) him under the Xxxxxxxx-Xxxxx Act of 2002 or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice any securities exchange on which shares of the event or events constituting Cause and Executive shall have failed Company’s Class A common stock are at the time listed for trading. However, prior to cure such event or events within thirty (30) business days after receipt any termination of such notice. If, in the event Executive’s employment is terminated by the Company Without for Cause (as defined in subsection (c) below) and, based on or before the 12-month anniversary any of the applicable Date reasons specified in clauses (C) through (F) and the delivery of a Notice of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determinationconnection therewith, the Company shall (x) immediately cease paying any give written notice to the Executive of the actions or omissions deemed to constitute the grounds for such a termination benefits pursuant to Section 9 hereof for Cause, and (y) the Executive shall be obligated have a period of not less than sixty (60) calendar days after the receipt of such notice in which to immediately repay to cure the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) specified default in his performance and thereby avoid a Notice of Termination under this subsection (other than the Accrued Obligationsb)(i).

Termination by the Company for Cause. Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his her duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination Separation from Service of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due off, in accordance with (and to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations).extent permitted

Termination by the Company for Cause. Executive’s The Company may terminate Xxxxxx'x employment may be terminated by the Company under this Agreement at any time for Cause (as defined below in this subsection (b)hereinafter defined). In the event of a The termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable evidenced by written notice thereof to or in respect of Executive except as provided in Section 9(f)(ii)Xxxxxx, which shall specify the cause for termination. For purposes of this AgreementSection 3.2, “the term "Cause” means " shall be limited to the following: (i) a material breach by Executive commission of any provision material act of this Agreementfraud by Xxxxxx with respect to which there is an admission of guilt or a conviction or final, unappealable civil judgment; (ii) misappropriation of funds or embezzlement by Xxxxxx with respect to which there is an admission of guilt or a material and willful violation by Executive of any of the Policies (as defined in Section 13)conviction; (iii) the failure by Executive to reasonably and substantially perform his duties hereunder Xxxxxx'x conviction on any felony criminal charges (other than as excluding vehicular crimes unless a result prison term of physical thirty (30) days or mental illness or injurymore is actually imposed); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result malfeasance in the performance of Xxxxxx'x duties in any material injury to the business, reputation or prospects of the Company or any of its Affiliatesrespect; (v) Executive’s fraud any willful misrepresentation or misappropriation willful series of fundsmisrepresentations made by Xxxxxx to the Company or the Board in connection with the performance of his duties hereunder which individually or in the aggregate are material; (vi) any material breach by Xxxxxx of any of the provisions of Sections 4 or 5 of this Agreement; or (vivii) any other material breach by Xxxxxx of this Agreement (including, without limitation, any willful failure to adhere to good faith, lawful instructions given by the commission Board) which is not cured by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events Xxxxxx within thirty (30) business days after his receipt of written notice thereof; provided, that if such failure is curable but is incapable of cure within thirty (30) days after such written notice. If, in Xxxxxx shall have ninety (90) days after such notice to cure the event Executive’s employment is terminated by failure, so long as Xxxxxx commences action to cure such failure within such thirty (30) day period and thereafter diligently and continuously takes action to cure such failure during the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination remainder of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses ninety (iv), (v90) or (vi) hereof, Executive’s employment shall, at the election of the Board, days. Xxxxxx shall not be deemed to have been terminated for Cause, effective as of the date of Cause unless and until the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations).following two events:

Termination by the Company for Cause. The Company may terminate the Executive’s employment may be terminated at any time for “Cause,” which shall mean only (i) the intentional failure to perform (excluding by reason of disability) or gross negligence or willful misconduct in the Company for Cause performance of regular duties or other breach of fiduciary duty or material breach of this Agreement which remains uncured after thirty (as defined below 30) days’ notice specifying in this subsection reasonable detail the nature of the failure, negligence, misconduct or breach and what is required of the Executive to cure, (b))ii) conviction or plea of nolo contendere to a felony or (iii) fraud or embezzlement or other dishonesty which, has a material adverse effect on the Company. In Before terminating the event of a termination of Executive’s employment by the Company Executive for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (iA) a material breach by Executive of any provision of this Agreement; at least two-thirds (ii2/3) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects members of the Company or any Board (excluding the Executive, if a Board member) must conclude in good faith that, in their view, one of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that events described in the case of any breach of clauses subsection (i), (ii) or (iii) above has occurred and (B) such Board determination must be made at a duly convened meeting of the Board (X) of which the Executive received written notice at least ten (10) days in advance, which notice shall have set forth in reasonable detail the facts and circumstances claimed to provide a basis for the Company’s belief that is curableone of the events described in subsection (i), no (ii) or (iii) above occurred and, in the case of an event under subsection (i), remains uncured at the expiration of the notice period, and (Y) at which the Executive had a reasonable opportunity to make a statement and answer the allegations against the Executive. In the event of the termination there under of the Executive’s employment by the Company for Cause, the Company shall be effective unless pay to the Executive the Termination Entitlements and the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise no further obligation to the Cause termination. Upon such determinationExecutive hereunder, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Surviving Company Obligations). The parties acknowledge and agree that this definition of “Cause” shall be applicable and controlling with respect to the option agreements executed by the Executive under the 1999 Stock Option Plan for Incentive Stock Options and/or 1999 Stock Option Plan for Non-Qualified Options, pursuant to the terms of Section 14 of each such option agreement.

Termination by the Company for Cause. Executive’s The Company may discharge Executive and thereby terminate her employment hereunder upon written notice to Executive provided within 60 days of the event, for any of the following reasons: (i) material and continued violation of any policy regarding substance abuse as may be terminated promulgated by the Company for Cause from time to time and given in writing to Executive; (as defined below in this subsection ii) the willful failure to attempt to substantially perform the duties or responsibilities of her position; (b)). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (iiii) a any material breach by Executive of any provision covenant or agreement contained in SECTIONS 7 AND 8 of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s engaging in willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury with regard to the business, reputation or prospects of Company that causes material damage to the Company or any of its Affiliatesbusiness reputation; (v) Executive’s fraud conviction (by trial or misappropriation guilty plea) or a plea of fundsnon-contest, NOLO CONTENDERE or similar plea to a felony which has become non-appealable; (vi) adjudication as an incompetent; or (vivii) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case misappropriation of any breach funds or property of clauses the Company materially affecting the Company; provided, however, that with respect only to subsections (i), (ii) or and (iii) that is curableabove, no termination there under shall be effective unless the Company shall have given not discharge Executive notice for cause unless Executive fails, refuses or for any reason does not cure such violation to the reasonable satisfaction of the event or events constituting Cause Company within 30 days following written notice from the Company that there exists a reason for discharge for cause. Notice shall indicate the specific termination provision in Section 6(a) relied upon and shall set forth in reasonable detail the facts and circumstances which provide for a basis for Termination for Cause. Further, notice shall be required to include a copy of a resolution duly adopted by at least two-thirds (2/3) of the entire membership of the Board at a meeting of the Board which was called for the purpose of considering such termination and which Executive shall have failed and his representative had the right to cure such event or events within thirty (30) business days after receipt of such notice. Ifattend and address the Board, finding that, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, Executive engaged in conduct set forth in the definition of Cause herein and specifying the particulars thereof in reasonable detail. The date of termination for a Termination for Cause shall be deemed the date indicated in the notice. Any purported Termination for Cause which is held by a court not to have been terminated for based on the grounds set forth in this Agreement or not to have followed the procedures set forth in this Agreement shall be deemed a Termination by the Company without Cause, effective . No action or inaction should be deemed willful if not demonstrably willful and if taken or not taken by the Executive in good faith as not being adverse to the best interests of the date of Company. In the occurrence of event that the events giving rise Company shall discharge Executive pursuant to the Cause termination. Upon such determinationthis SECTION 6(A), the Company shall (x) immediately cease paying not have any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In additionfurther obligation or liability under this Agreement, if not repaid, except that the Company shall pay to Executive: (i) any portion of Executive's Base Salary for the period up to the date of termination that has been earned but remains unpaid; and (ii) any benefits that have the right to set off from any amounts otherwise due accrued to Executive any amounts previously under the terms of the benefit plans of the Company in which she is a participant, which benefits shall be paid pursuant to Section 9(f) (other than in accordance with the Accrued Obligations)terms of those plans.

Termination by the Company for Cause. The Company may terminate the Executive’s employment may be terminated at any time for “Cause,” which shall mean only (i) the intentional failure to perform (excluding by reason of disability) or gross negligence or willful misconduct in the Company for Cause performance of regular duties or other breach of fiduciary duty or material breach of this Agreement which remains uncured after thirty (as defined below 30) days’ notice specifying in this subsection reasonable detail the nature of the failure, negligence, misconduct or breach and what is required of the Executive to cure, (b))ii) conviction or plea of nolo contendere to a felony or (iii) fraud or embezzlement or other dishonesty which has a material adverse effect on the Company. In Before terminating the event of a termination of Executive’s employment by the Company Executive for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (iA) a material breach by Executive of any provision of this Agreement; at least two-thirds (ii2/3) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects members of the Company or any Board (excluding the Executive, if a Board member) must conclude in good faith that, in their view, one of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that events described in the case of any breach of clauses subsection (i), (ii) or (iii) above has occurred and (B) such Board determination must be made at a duly convened meeting of the Board (X) of which the Executive received written notice at least ten (10) days in advance, which notice shall have set forth in reasonable detail the facts and circumstances claimed to provide a basis for the Company’s belief that is curableone of the events described in subsection (i), no (ii) or (iii) above occurred and, in the case of an event under subsection (1), remains uncured at the expiration of the notice period, and (Y) at which the Executive had a reasonable opportunity to make a statement and answer the allegations against the Executive. In the event of the termination there under of the Executive’s employment by the Company for Cause, the Company shall be effective unless pay to the Executive the Termination Entitlements and the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise no further obligation to the Cause termination. Upon such determinationExecutive hereunder, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Surviving Company Obligations). The parties acknowledge and agree that this definition of “Cause” shall be applicable and controlling with respect to the option agreements executed by the Executive under the 1999 Stock Option Plan for Incentive Stock Options and/or 1999 Stock Option Plan for Non-Qualified Options, pursuant to the terms of Section 14 of each such option agreement.

Termination by the Company for Cause. Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the The Company shall have the right to set off from any amounts otherwise due terminate Employee's employment with the Company For Cause (as such term is hereinafter defined), effective upon notice of termination to Executive any amounts previously paid pursuant Employee. As used herein, the term "For Cause" shall mean (i) Employee's repeated failure, in the reasonable judgment of the Company's board of directors, to Section 9(f) substantially perform his assigned duties or responsibilities as President and Chief Operating Officer of the Company as reasonably directed or assigned by the Company's board of directors (other than a failure resulting from the Accrued ObligationsEmployee's Disability); (ii) Employee engaging in knowing and intentional illegal conduct that was or is materially injurious to the Company; (iii) Employee's knowing violation of a federal or state law or regulation directly or indirectly applicable to the business of the Company, which violation was or is reasonably likely to be injurious to the Company; (iv) Employee's material breach of the terms of any confidentiality agreement or invention assignment agreement between Employee and the Company; (v) repeated misuse (following at least one written warning from the Company) of alcohol, narcotics, or other controlled substances that is materially detrimental to the Company and that materially interferes with Employee's performance of his duties hereunder; or (vi) Employee being convicted of, or entering a plea of nolo contendere to, a felony or committing any act of moral turpitude or fraud against, or the misappropriation of material property belonging to, the Company, provided, however, in all cases other than Employee being convicted of, or entering a plea of nolo contendere to, a felony, that prior to the Company having the right to terminate Employee's employment with the Company For Cause pursuant to this Subsection 6(a), (1) the Company's board of directors must first provide written notice to Employee describing in reasonable detail the basis upon which the Company would terminate Employee's employment with the Company For Cause and the Employee must have had opportunity to address the Company's board of directors, with counsel, regarding such alleged basis and (2) Employee shall have failed, during the period of 30 days following such opportunity to address the Company's board of directors, to remedy any such alleged basis for For Cause termination. In the event Employee's employment is terminated in accordance with this Subsection 6(a), the Company shall pay to Kelly Employment Xxxxxment Exec. 08/30/05 4 Rev. 12/14/05 Employee all amounts accrued through the Termination Date (as hereinafter defined), any unreimbursed expenses incurred pursuant to Subsection 5(g) of this Agreement, and any other benefits specifically provided to Employee under any benefit plan.

Termination by the Company for Cause. Executive’s employment Notwithstanding any provision in this Agreement to the contrary, this Agreement may be terminated by the Company for Cause (as defined below in this subsection (b)). In "Cause" at any time during the event of a Term hereof, and such termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable effective immediately upon written notice to or in respect of Executive except as provided in Section 9(f)(ii)the Employee. For purposes of this Agreement, “"Cause” means " for the termination of the Employee's employment hereunder shall be deemed to exist only if, in the reasonable judgment of the Company's Board of Directors: (ia) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of the Employee commits fraud, theft or embezzlement against any of the Policies (as defined in Section 13)Companies; (iiib) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of Employee commits a felony or other serious a crime involving moral turpitude; provided that (c) the Employee discloses trade secrets or other proprietary information of Chancellor or any subsidiary or affiliate thereof to any unauthorized person or entity; (d) the Employee breaches any non-competition or non-solicitation agreement with Chancellor or any subsidiary or affiliate thereof; (e) the Employee breaches any of the terms of this Agreement (other than those referenced in the case of any breach of clauses (i), c) and (iid) of this Section 5.1) and fails to cure such breach within twenty (20) days after the receipt of written notice of such breach from the Company; or (iiif) the Employee engages in gross negligence or willful misconduct that is curablecauses harm (or could reasonably be expected to cause harm) to the business and operations of Chancellor or a subsidiary or affiliate thereof. Upon any termination pursuant to this Section 5.1, no termination there under the Employee shall be entitled to be paid solely the Employee's salary then in effect through the effective unless date of termination, and the Company shall have given Executive notice no further liability or other obligation of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise any kind whatsoever to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)Employee hereunder.

Termination by the Company for Cause. The Company may terminate the Executive’s employment may be terminated by the Company for Cause (as defined below in this subsection (b)). In the event of a termination of Executive’s employment by the Company hereunder at any time for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, “Cause” means shall mean a termination of employment of the Executive by the Company due to (i) a material breach the commission by the Executive of an act of fraud or embezzlement against the Company or any provision of this Agreement; (ii) its subsidiaries or the conviction of the Executive in a material and willful violation by Executive court of law, or guilty plea or no contest plea, of any charge involving an act of fraud or embezzlement that is material (including the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably willful and substantially perform his duties hereunder (other than as a result unauthorized disclosure of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects information of the Company or any of its Affiliates; (v) Executive’s fraud subsidiaries which the Executive knows or misappropriation should know to be material, confidential and proprietary to the Company or any of funds; its subsidiaries, which results, or (vi) could reasonably have been expected to result, in material financial loss to the commission by Executive Company or any of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (iits subsidiaries), (ii) the conviction of the Executive in a court of law, or guilty plea or no contest plea, to a felony charge (A) materially involving the Company or (B) materially affecting the Executive’s ability for a sustained period to perform services in the manner required hereunder, (iii) that is curable, no termination there under shall be effective unless the willful misconduct of the Executive as an employee of the Company shall have given or any of its subsidiaries which is reasonably likely to result in injury or financial loss to (I) the Company or (II) to any subsidiaries of the Company, which injury or loss is material to the Company taken as a whole, (iv) the willful failure of the Executive to render services to the Company or any of its subsidiaries in accordance with the Executive’s employment, which failure amounts to a material neglect of the Executive’s duties to the Company and does not result from physical illness, injury or incapacity, and which failure is not cured promptly after adequate notice of the event or events constituting Cause such failure and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated a reasonably detailed explanation has been presented by the Company Without Cause (as defined in subsection (c) below) andto the Executive, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election a willful material breach of any of the Boardcovenants in subsections 3(a) and 3(b) and Sections 11 and 12 hereof by the Executive, which breach is not cured, if curable, within 30 days after a written notice of such breach is delivered to the Executive. The Executive shall not be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, unless the Company shall have given or delivered to the right Executive (1) reasonable notice setting forth in reasonable detail the facts and circumstances claimed to set off from provide a basis for termination for Cause, and (2) a reasonable opportunity for the Executive, together with his counsel, to request reconsideration by and be heard before the Board, provided; however, that such notice and opportunity to be heard shall not be required if the Board, based on the advice of counsel, deems it inconsistent with its fiduciary duties and so advises the Executive. For purposes of determining whether the Executive was given “reasonable notice” and “reasonable opportunity to be heard” in connection with any amounts otherwise due determination by the Board as to whether Cause exists, 10 business days’ notice of the Board meeting shall be deemed to constitute “reasonable notice” (without prejudice to the determination of whether some other period would also constitute “reasonable notice”), and the opportunity for the Executive any amounts previously paid pursuant and his counsel to Section 9(f) present arguments to the Board at such meeting as to why the Executive believes that no Cause exists shall constitute “reasonable opportunity to be heard” (without prejudice to the determination of whether some other than forum or method would also constitute a “reasonable opportunity to be heard”). For purposes of this Agreement, no act, or failure to act, on the Accrued Obligations)Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company.

Termination by the Company for Cause. Executive’s The Company may discharge the Executive and thereby terminate his employment hereunder upon written notice to the Executive for any of the following reasons: (i) material violation of any policy regarding substance abuse as may be terminated promulgated by the Company for Cause from time to time; (ii) the willful failure to substantially perform the duties or responsibilities of his position as defined below in this subsection (b)). In those may be delegated or assigned to the event of a termination of Executive’s employment Executive by the Company for Cause, no termination benefits shall be payable to President and CEO or by the Board in respect of Executive except as provided in Section 9(f)(ii). For purposes of accordance with this Agreement, “Cause” means ; (iiii) a any material breach by Executive of any provision covenant or agreement contained in EMPLOYMENT AGREEMENT FEBRUARY 9, 2000 PAGE 3 XXXXXX X. XXXXX SECTIONS 6 OR 7 of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence engaging in conduct that has caused or is reasonably expected intended to result in cause material injury damage to the business, reputation or prospects of the Company or any of its Affiliatesbusiness reputation; (v) Executive’s fraud conviction (by trial or misappropriation guilty plea) or a plea of fundsnon-contest, NOLO CONTENDERE or similar plea to a felony (or misdemeanor which the Company determines has, or is reasonably reported expected to have a material adverse effect on the Company or its reputation) which has become non-appealable; (vi) adjudication as an incompetent; or (vivii) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case misappropriation of any breach funds or property of clauses the Company materially affecting the Company, theft, embezzlement or fraud; provided, however, that with respect only to subsections (i), ) and (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determinationabove, the Company shall (x) immediately cease paying not discharge the Executive for cause unless the Executive fails, refuses or for any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay reason does not cure such violation to the reasonable satisfaction of the Company all amounts theretofore paid to within 30 days following written notice from the Company that there exists a reason for discharge for cause. In the event that the Company shall discharge the Executive pursuant to Section 9. In addition, if not repaidthis SECTION 5(A), the Company shall not have any further obligation or liability under this Agreement, except that the right Company shall pay to set off from the Executive: (i) any amounts otherwise due portion of the Executive's Base Salary for the period up to the date of termination that has been earned but remains unpaid; and (ii) any benefits that have accrued to the Executive any amounts previously under the terms of the benefit plans of the Company in which he is a participant, which benefits shall be paid pursuant to Section 9(f) (other than in accordance with the Accrued Obligations)terms of those plans.

Termination by the Company for Cause. Executive’s employment may be terminated by Prior to the Expiration Date, the Company may terminate the Employee's employment and this Agreement for Cause (as defined below "Cause," and in this subsection (b)). In such event, the event Employment shall terminate effective upon delivery of a termination notice to the Employee of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii)such termination. For purposes of this Employment Agreement, “"Cause” means " shall mean (i) a material breach by Executive the Employee of his duties and responsibilities under this Employment Agreement (other than due to an Incapacity) or any breach by the Employee of any provision material term of this Agreement; , (ii) a material the engaging by the Employee in conduct that is demonstrably and willful violation by Executive materially injurious to the business, reputation, character, or community standing of any of the Policies (as defined in Section 13); Company, (iii) the failure engaging by Executive the Employee in dishonest, fraudulent, or unethical conduct or in other egregious conduct involving serious moral turpitude to reasonably the extent that in the reasonable judgment of the Board of Directors, the Employee's reputation and substantially perform his duties hereunder (other than as a result credibility no longer conform to the standards expected of physical or mental illness or injury); the Company's executives, (iv) Executive’s willful misconduct the Employee's admission, confession, plea bargain to or gross negligence that has caused or is reasonably expected to result conviction in material injury to the business, reputation or prospects a court of the Company law or any crime or offense involving misuse or misappropriation of its Affiliates; money or other property of Company, (v) Executive’s fraud or misappropriation neglect of fundsduties; or (vi) the commission by Executive Employee's failure to manage the business of a felony or other serious crime involving moral turpitude; provided that the Company in the case of any breach of clauses (i)ordinary course, (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith and in a professional and diligent manner consistent with acceptable business practices; (vii) the Employee acting outside the scope of his duties and responsibilities as set forth in this Agreement; and (viii) a violation by the Board Employee of any statutory or common law duty to Company, including the duty of loyalty. In the event that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the Company exercises the election to terminate the Employment pursuant to this Section 9.2, then the Employment shall terminate effective upon delivery of notice to the BoardEmployee of such termination, and the Employee shall be deemed entitled to have been terminated for Cause, effective as receive any pro rata accrued but unpaid amounts under Section 3.1 of this Agreement through the date of the occurrence of the events giving rise termination, but shall not be entitled to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying receive any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all other amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)under this Employment Agreement or otherwise.

Termination by the Company for Cause. The Company may, immediately and unilaterally, terminate the Executive’s employment may under this Agreement for “Cause” at any time, and the Executive shall resign (or be terminated deemed to have resigned, if he does not otherwise do so), as of the Termination Date, from the offices he then holds pursuant to Section 1. A termination of Executive’s employment by the Company shall constitute a termination for Cause “Cause” under this Section 5(B) if such termination is for one or more of the following reasons: (i) Executive’s willful failure or refusal (except due to Disability (as hereinafter defined)) to perform substantially his duties on behalf of the Company, IONA PLC or any other member of the Group for a period of 30 days after receiving written notice identifying in reasonable detail the nature of such failure or refusal; (ii) Executive’s conviction of, or entry of a plea of guilty or nolo contendere to, a felony; (iii) willful misconduct or breach of fiduciary duty by Executive which causes material harm to the Company, IONA PLC or any other member of the Group; or (iv) Executive’s willful violation of the Nondisclosure Agreement (as defined below in this subsection Section 6), any other written agreement between the Executive and the Company, IONA PLC or any other member of the Group, or any written policy of the Company, IONA PLC or any other member of the Group, which violation causes material harm to the Company, IONA PLC or any other member of the Group. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the Board of Directors (b))excluding Executive if he is then a Director) at a meeting of the Board of Directors called and held for (but not necessarily exclusively for) that purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel of his choice, to be heard by the Board of Directors) finding that Executive has, in the good faith opinion of the Board of Directors, engaged in conduct constituting Cause and specifying the particulars thereof in reasonable detail. In the event of a termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable Cause pursuant to or in respect of Executive except as provided in this Section 9(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material and willful violation by Executive of any of the Policies (as defined in Section 13); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i5(B), (ii) or (iii) that is curable, no termination there under shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated entitled to immediately repay to no payments, salary continuation, severance or other benefits, except for the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than payment of the Accrued Obligations).

Termination by the Company for Cause. Subject to the thirty (30) day cure period, if applicable, set forth below in this Section 8(c), the Company may immediately terminate Executive’s employment may be terminated by the Company at any time for Cause (as defined below by giving written notice to Executive specifying in this subsection (b))reasonable detail the reason for such termination. In the event of a Upon any such termination of Executive’s employment by the Company for Cause, no termination benefits Executive shall be payable entitled to payment of all accrued and unpaid compensation and wages (including accrued but unused vacation time) through the effective date of termination, but Executive shall have no right to compensation or in respect benefits for any period subsequent the effective date of Executive except as provided in Section 9(f)(ii)termination. For the purposes of this Agreement, “Cause” means (i) a material breach by shall mean: Executive of any provision of this Agreement; (ii) a material willfully engages in an act or omission which is in bad faith and willful violation by Executive of any to the detriment of the Policies (as defined Company, engages in Section 13); (iii) gross misconduct, gross negligence, or willful malfeasance, in each case that causes material harm to the failure by Executive Company, breaches this Agreement in any material respect, habitually neglects or materially fails to reasonably and substantially perform his duties hereunder (other than as a result of any such failure resulting solely from Executive’s physical or mental illness disability or injury); (ivincapacity) after a written demand for substantial performance is delivered to Executive which identifies the manner in which the Company believes that Executive has not performed Executive’s willful misconduct or gross negligence that has caused duties, commits, pleads nolo contendere, or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by Executive convicted of a felony or other serious any crime involving fraud, embezzlement, misappropriation, theft, or moral turpitude; provided , uses drugs or alcohol in a way that in either interferes with the case performance of his duties or compromises the integrity or reputation of the Company, Executive’s violation of any law relating to the Company’s business, or violation of any lawful Company policy, procedure or guideline that results in material harm to the Company as determined by the Company, in its reasonable discretion, or engages in any act of dishonesty involving the Company, Executive’s breach of clauses (i), (ii) or (iii) that is curable, no termination there under shall be effective unless any agreement with the Company shall have given Executive notice containing confidentiality obligations, commercial bribery, or perpetration of the event or events constituting Cause and fraud; provided, however, that Executive shall have failed at least forty-five (45) calendar days to cure such event or events within thirty (30) business days after receipt of such notice. Ifcure, in the event Executive’s employment is terminated by the Company Without Cause (as defined in subsection (c) below) andif curable, on or before the 12-month anniversary of the applicable Date of Termination of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence any of the events giving rise which could lead to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any Executive’s termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)for Cause.

Termination by the Company for Cause. If the Executive’s employment may is terminated for “Cause,” the Executive will not be terminated by entitled to and shall not receive any compensation or benefits of any type following the Company effective date of termination, except for Cause (any accrued but unpaid compensation or benefits as defined below of the effective date of termination. Except as provided below, in this subsection (b)). In the event of a termination of Executive’s employment by with the Company is terminated for “Cause, no ,” such termination benefits shall be payable to or effective upon Executive’s receipt of the notice terminating his employment for “Cause,” which notice shall describe the bases for the “Cause” determination. As used in respect of Executive except as provided in Section 9(f)(ii). For purposes of this Agreement, the term “Cause” means shall exist upon any of the following events: (i1) Executive’s fraud or breach of fiduciary obligations in connection with performance of his duties with the Company (including but not limited to any acts of embezzlement or misappropriation of funds); (2) Executive’s indictment for a material breach by Executive felony or plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude; (3) Executive’s being under the influence of any provision drugs (other than prescription medicine or other medically-related drugs to the extent that they are taken in accordance with their directions) or repeatedly being under the influence of alcohol, during the performance of his duties under this Agreement, or, while under the influence of such drugs or alcohol, engaging in grossly inappropriate conduct during the performance of his duties under this Agreement; (ii4) a material and willful violation by Executive’s refusal to substantially perform the Executive’s duties hereunder, except in the event that the Executive of any of the Policies becomes Disabled or his Death (each as defined in Section 13below); (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or mental illness or injury); (iv5) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliatesconnection with his employment; (v6) Executive’s fraud material violation of any Company policies or misappropriation of fundsprocedures relating to harassment, discrimination or xxxxxxx xxxxxxx; or (vi7) the commission by Executive Executive’s material breach of a felony or other serious crime involving moral turpitude; provided that in any provision of this Agreement. In the case of any breach of clauses items (i4), (ii6) or and (iii7) that is curableabove, no termination there under shall be effective unless the Company shall have given provide the Executive with written notice specifying in reasonable detail the particulars of the event or events constituting such Cause and the Executive shall have failed to cure such event or events within thirty (30) business days after receipt from the giving of such notice. Ifnotice within which to cure, in if such a cure is possible and, if such a cure is possible and the event Executive’s employment is terminated by Executive cures such Cause to the reasonable satisfaction of the Company Without then Cause (as defined in subsection (c) below) and, on or before the 12-month anniversary of the applicable Date of Termination of shall not exist with respect to such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination. Upon such determination, the Company shall (x) immediately cease paying any termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the Company shall have the right to set off from any amounts otherwise due to Executive any amounts previously paid pursuant to Section 9(f) (other than the Accrued Obligations)event.