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

Termination by the Company for Cause. Notwithstanding the foregoing, the Company may terminate Employee’s employment under this Agreement at any time for Cause. “Cause” shall mean: (i) fraud against the Company Group, which causes material harm to any member of the Company Group; (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following termination.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employeethe Executive’s employment under this Agreement hereunder at any time for Cause. For purposes of this Agreement, “Cause” shall mean: mean a termination of employment of the Executive by the Company due to (i) the commission by the Executive of an act of fraud or embezzlement against the Company Groupor any of its subsidiaries or the conviction of the Executive in a court of law, which causes material harm to or guilty plea or no contest plea, of any member charge involving an act of fraud or embezzlement (including the willful and unauthorized disclosure of information of the Company Group; or any of its subsidiaries which the Executive knows or should know to be material, confidential and proprietary to the Company or any of its subsidiaries, which results, or could reasonably have been expected to result, in material financial loss to the Company or any of its subsidiaries), (ii) the conviction of the Executive in a court of law, or guilty plea or no contest plea, to a felony charge, (iii) the willful misconduct of the Executive as an employee of the Company 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 willful refusal of its subsidiaries in accordance with the Executive’s employment, which failure amounts to implement or undertake the lawful directives a material neglect of the Board 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 such other supervisor as may be assigned failure and a reasonably detailed explanation has been presented by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at to the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company GroupExecutive, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; covenants in subsections 3(a), 3(b) or (viii) a willful violation of Section 10 hereof by the written rules or policies of any member of the Company GroupExecutive, which causes material harm to any member of the Company Groupbreach is not cured, provided thatif curable, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business within 30 days after receipt of a written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute of such breach or violation, is delivered to cure, and upon such cure, such event the Executive. The Executive shall not be deemed to be have been terminated for Cause unless the Company shall have given or delivered to the Executive (1) reasonable notice setting forth the basis for a termination of Employee for Cause, unless and (2) a reasonable opportunity for the Company acting in good faithExecutive, otherwise determines that such occurrence is not reasonably subject together with Executive’s counsel, to being curedrequest reconsideration by and be heard before the Board, provided; provided, however, that with respect such notice and opportunity to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period heard shall not be available 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 Employee be heard” in connection with respect any determination by the Board as to any subsequent occurrence whether Cause exists, 10 business days’ notice of an event described in clause the Board meeting shall be deemed to constitute “reasonable notice” (vii) abovewithout 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 act, or failure to act act, on Employeethe Executive’s part shall be considered deemed “willful” unless it is done, or omitted to be done, by Employee the Executive not in bad good faith or and without reasonable belief that Employeethe Executive’s action or omission was in the best interests interest of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationCompany.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate the Employee’s employment under this Agreement at hereunder upon written notice to the Employee for any time for Cause. “Cause” shall meanof the following reasons: (i) fraud against the Company GroupEmployee’s misuse of alcoholic beverages, controlled substances or other narcotics, which causes misuse has had or is reasonably likely to have a material harm to any member adverse effect on the business or financial affairs of the Company Groupor the reputation of the Company; (ii) willful failure by the Employee to cooperate with the Company in any investigation or formal proceeding; (iii) the commission by 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 willful refusal 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 offense that results in or could result in any prison sentence; (iv) adjudication as an incompetent; (v) a breach by the Employee of any material term of this Agreement, including the Employee’s failure to implement or undertake faithfully, diligently and adequately perform the lawful directives 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 Board breach; (vi) violation in any material respect of any of the Company’s rules, regulations or such other supervisor as may be assigned policies; (vii) gross insubordination by the Company Group when such directives are materially consistent with Employee in the performance of the Employee’s duties under this Agreement; (iiiviii) engaging in willful conduct (other than at the direction of the Company) that causes material injuryany conduct, monetary action or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided behavior that, in the case reasonable opinion of the occurrence Company, has had a material adverse effect on the reputation of an event described in clause the Company or the Employee; (viiix) any continued or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail repeated absence from the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for CauseCompany, unless the Company acting in good faith, otherwise determines that such occurrence absence is not reasonably subject to being cured; provided, however, that with respect to approved or excused by the occurrence of an event described in clause (vii) above, CEO or the foregoing cure period shall be available to Employee only with respect to the first occurrence result of the same Employee’s illness, disability or incapacity (in which event described in clause the provisions of Section 4(b) hereof shall control); or (viix) abovemisappropriation of any funds or property of the Company, and such cure period theft, embezzlement or fraud. For the avoidance of doubt, “Cause” shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or mean a failure to act on Employee’s part shall be considered “willful” unless it is doneachieve scientific goals, financial goals or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Groupforecasted timelines. In the event that the Company shall discharge the Employee pursuant to this Section 4(c), the Company shall not have any further obligation or liability under this Agreement, except that the Company shall pay to the Employee: (i) any portion of Termination the Employee’s Base Salary for Causethe period up to the date of termination that has been earned but remains unpaid; and (ii) any benefits that have accrued to the Employee under the terms of the employee benefit plans of the Company, Employee which benefits shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationin accordance with the terms of those plans.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employee’s employment under this Agreement the Executive's services hereunder for Cause (as defined below) at any time for Causeupon written notice to the Executive. “Cause” In such event, the Executive's services shall mean: (i) fraud against terminate on the Company Group, which causes material harm to any member of the Company Group; (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or effective date specified in such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in notice. In the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a Executive's termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect shall promptly pay to the occurrence Executive his then current accrued and unpaid Base Salary and accrued and unpaid bonus for any years preceding the year of an event described termination and other benefits and payments then due (including, without limitation, reimbursement of amounts under Section 3) to which the Executive is entitled hereunder. Except as provided in clause (viiSection 4(h) abovebelow, the foregoing cure period Executive and his beneficiaries, as appropriate, shall be available entitled to Employee only with respect to the first occurrence of the same event described in clause (vii) aboveno other compensation under this Agreement following, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) aboveor as a result of, a termination under these circumstances. For purposes of this Agreement, no act or failure the Company shall have "CAUSE" to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was terminate Executive's services hereunder in the best interests event of any of the following acts or circumstances: (i) acts or omissions by the Executive which constitute intentional material misconduct or a knowing violation of a material written policy of the Company Group. Any act or failure to act based upon authority given pursuant to any of its subsidiaries; (ii) the Executive personally receiving a resolution duly adopted by the Board benefit in money, property or based upon the advice of counsel for services from the Company shall be conclusively presumed to be done, or omitted to be doneany of its subsidiaries or from another person dealing with the Company or any of its subsidiaries, in good faith and in the best interests material violation of applicable law or written Company policy; (iii) willful destruction by Executive of property of the Company Group. In or a subsidiary having a material value to the event 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 conviction of Termination for Causeor entering a plea of guilty or nolo contendere to any crime constituting a felony involving fraud, Employee shall be entitled embezzlement or moral turpitude (excluding acts involving a de minimis dollar value and not related to receive the Company or a subsidiary, provided that such acts do not otherwise have a material detrimental effect on the Company); (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 lawful directions of the Board of Directors of Parent, or Executive's breach of any earned but unpaid Base Salaryother provision of this Agreement in any material respect, paid as soon as practicable following terminationin any such case that is not cured within thirty (30) days after Executive has received written notice thereof from such Board of Directors; or (vii) a willful and knowing material misrepresentation to the Board of Directors of Parent.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate EmployeeExecutive’s employment under this Agreement hereunder for Cause (as defined below) at any time for Cause. “Cause” shall mean: (i) fraud against the Company Group, which causes material harm by written Notice of Termination to any member of the Company Group; (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) aboveExecutive. For purposes of this Agreement, no act “Cause” shall mean (i) the failure of Executive to perform his duties hereunder or his negligent performance of such duties (other than any such failure due to act on EmployeeExecutive’s part shall be considered “willful” unless it physical or mental illness), (ii) Executive having engaged in misconduct that has caused or is donereasonably expected to result in injury to the Company or any of its affiliates, (iii) a material violation by Executive of a Company policy, (iv) the breach by Executive of any of his obligations hereunder or under any other written agreement or covenant with the Company or any of its affiliates, (v) failure by Executive to timely comply with a lawful direction or instruction given to him by the Chief Executive Officer of Buyer or the Board and (vi) Executive having been convicted of, or omitted entering a plea of guilty or no contest to, a crime that constitutes an indictable offense involving moral turpitude (or comparable crime in any jurisdiction that uses a different nomenclature), including any offense involving dishonesty as such dishonesty relates to be done, by Employee in bad faith the assets or without reasonable belief that Employee’s action or omission was in the best interests business of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice any of counsel for the Company shall be conclusively presumed to be doneits affiliates, or omitted to be done, in good faith and in theft of the best interests property of the Company Groupor any of its affiliates. In the event that the Company proposes to terminate Executive’s employment hereunder for any of the reasons set forth in clauses (i), (iii) or (iv) above, Executive shall have a period of ten (10) days following the date on which Executive receives a Notice of Termination from the Company to cure such actions or inactions (if capable of cure) giving rise to such Notice of Termination to the satisfaction of Buyer’s Chief Executive Officer. If Executive fails to cure such actions or inactions during such ten (10) day period, the Company may immediately terminate Executive’s employment for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following termination.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employee’s employment under this Agreement the Executive's services hereunder for Cause (as defined below) at any time for Causeupon written notice to the Executive. “Cause” In such event, the Executive's services shall mean: (i) fraud against terminate on the Company Group, which causes material harm to any member of the Company Group; (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or effective date specified in such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in notice. In the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a Executive's termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect shall promptly pay to the occurrence Executive his then current accrued and unpaid Base Salary and other benefits and payments then due (including, without limitation, reimbursement of an event described in clause amounts under Section 3 (viiother than payments under any bonus plan for the year of termination)) aboveto which the Executive is entitled hereunder. The Executive and his beneficiaries, the foregoing cure period as appropriate, shall be available entitled to Employee only with respect to the first occurrence of the same event described in clause (vii) aboveno other compensation under this Agreement following, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) aboveor as a result of, a termination under these circumstances. For purposes of this Agreement, no act or failure the Company shall have "Cause" to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was terminate Executive's services hereunder in the best interests event the Company or Parent shall determine in good faith that any of the following has occurred: (A) acts or omissions by the Executive which constitute material misconduct or a knowing violation of a material written policy of the Company Group. Any or any of its subsidiaries (provided Executive has been provided with a copy of such material written policy), (B) the Executive or any affiliated or related person or entity 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 Company policy, (C) an act of fraud, conversion, misappropriation, or failure to act based upon authority given pursuant to a resolution duly adopted embezzlement by the Board Executive or based upon the advice of counsel for the Company shall be conclusively presumed to be donehis conviction of, or omitted to be doneentering a guilty plea or plea of no contest with respect to, in good faith and in a felony, or the best interests equivalent thereof, (D) a material breach by the Executive of any of the Company Group. In provisions of Section 6 or Section 7 hereof, (E) the event Executive's failure or refusal (whether intentional, reckless or negligent) to perform his duties under this Agreement or (F) any other breach by the Executive of Termination for Cause, Employee shall be entitled to receive this Agreement in any earned but unpaid Base Salary, paid as soon as practicable following terminationmaterial respect.

Termination by the Company for Cause. Notwithstanding the foregoingprovisions of Section 4.1, the Company may terminate Employeethe Executive’s employment under this Agreement at any time immediately for Cause. “Cause” shall mean: (i) fraud against the Company Group, which causes material harm to any member of the Company Group; (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of Cause upon written notice thereof, stating to the Executive setting forth in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence nature of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) aboveCause. For purposes of this Agreement, no act or “Cause” means the occurrence of any of the following, as determined by the Board in its reasonable judgment: (i) the Executive’s material failure to act on Employee’s part shall be considered “willful” unless it is doneperform (other than by reason of disability), or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was substantial misconduct in the best interests performance of, the Executive’s duties and responsibilities for the Company or any of its Subsidiaries which causes material harm to the Company; (ii) the Executive’s material and demonstrable breach of any provision of Section 3 or of any other confidentiality, invention assignment, or other restrictive covenant obligation set forth in any written agreement by and between the Executive and the Company or any of its Subsidiaries; (iii) the Executive’s material and demonstrable breach of any other provision of this Agreement or any other written agreement by and between the Executive and the Company or any of its Subsidiaries; (iv) the Executive’s material violation of any applicable policy or code of conduct of the Company Groupor any of its Subsidiaries which violation causes material reputational or financial harm to the Company; or (v) the Executive’s indictment for, or plea of nolo contendere to, any felony or any crime involving moral turpitude. Any act or failure Notwithstanding anything to act based upon authority given the contrary in the foregoing, a circumstance otherwise giving rise to Cause pursuant to a resolution duly adopted the foregoing clause (i), (ii), (iii) or (iv), if capable of cure, will not constitute Cause if cured by the Board or based upon Executive within ten (10) days following the advice of counsel for Company’s notice to the Executive thereof; provided, however, that the Company shall will not be conclusively presumed required to be done, provide any such notice or omitted opportunity to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled cure with respect to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationsubsequent substantially similar or related conduct.

Termination by the Company for Cause. Notwithstanding The Company may, at its option, by written notice to the foregoingExecutive, terminate this Agreement and the Company may terminate EmployeeExecutive’s employment under this Agreement at any time hereunder for Cause. “Cause” shall mean”, which means any of the following: (a) the Executive being arrested for, charged with, and convicted of, or pleading guilty or nolo contendere to, a felony involving (i) fraud any crime against the Company Groupor any of its subsidiaries of affiliates or the shareholders of the Company, or (ii) any crime involving moral turpitude that materially and adversely affects his ability to perform effectively hereunder, or which causes material harm the Members, in their sole discretion, determine is reasonably likely to any member materially and adversely affect the reputation of the Company Groupor the Members; (iib) willful failure or the violation by the Executive of any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned provisions of SECTION 6 hereof; (c) the engagement by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging Executive in willful conduct (other than any act of theft, embezzlement, fraud or dishonesty resulting or intended to result in gain or personal enrichment of the Executive at the direction of the Company) that causes material injury, monetary or otherwise, to any member expense of the Company Group, or that reflects adversely on any member of the Company Group, its subsidiaries or that materially affects Employee’s ability to perform Employee’s dutiesaffiliates; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (viid) a material breach by the Executive of any of his material duties or obligations hereunder or failure to comply with any material provisions of the terms, covenants employee handbook or representations of this Agreement or any agreement between Employee and any member other material policies of the Company Group; or (viiito the extent and as they exist from time to time) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of having received written notice thereofthereof specifically identifying the manner in which the Executive has breached or failed to comply with his obligations, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect the Executive shall have thirty (30) calendar days to cure (other than any such failure resulting from the Executive’s Disability); (e) the failure to provide the required proof of the right to work in the United States as required herein; (f) any representation or warranty of the Executive continued herein shall not have been true and correct in all material respects when and as made; (g) the Executive’s knowing, material violation of any law, rules or regulation applicable to the occurrence Company or any act of an event described omission or commission in clause the performance of his duties under this Agreement amounting to gross negligence, willful misconduct, breach of fiduciary duty or obligations hereunder regarding corporate opportunities, conflict of interest or self-dealing; and/or (viih) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or Executive’s failure to act on Employee’s part shall be considered “willful” unless it is done, reasonably cooperate in any audit or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests investigation of the Company Group. Any act or failure its subsidiaries, following thirty (30) days’ notice and a chance to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and cure within such time period unless such breach is incurable in the best interests reasonable determination of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following termination.Board;

Termination by the Company for Cause. Notwithstanding the foregoing, the Company may terminate Employee’s employment under this Agreement at any time for Cause. “Cause” shall mean: (i) fraud against the Company Group, which causes material harm to any member of the Company Group; (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act "For Cause" shall mean: (a) the Employee is convicted of a crime involving moral turpitude, dishonesty, or physical harm to any person, whether or not such conduct is undertaken in relation to any of the Group Companies or their business; (b) the Employee willfully engages in conduct that is in bad faith and materially injurious to any of the Group Companies, including but not limited to misappropriation of trade secrets, fraud or embezzlement relating to the property of any of the Group Companies or the Employee engaging in competition with any of the Group Companies; (c) the Employee commits a material breach of this Agreement or of the Restrictive Covenants Agreement (or any similar agreement which may be signed by the Employee in the future), which breach is not cured within thirty (30) days after written notice to the Employee from the Company; (d) the Employee willfully refuses to implement or follow a lawful policy or directive of the Group Companies, which breach is not cured within thirty (30) days after written notice to the Employee from the Company; or (e) the Employee engages in misfeasance or malfeasance demonstrated by a pattern or failure to act on perform job duties diligently and professionally. The Company may terminate the Employee’s part 's employment For Cause at any time, without any advance notice, subject to any applicable cure period. The Company shall be considered “willful” unless it pay the Employee all compensation to which he is doneentitled up through the date of termination, subject to any other rights or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests remedies of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith under law; and in the best interests thereafter all obligations of the Company Group. In the event of Termination for Cause, Employee under this Agreement shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationcease.

Termination by the Company for Cause. Notwithstanding (i) The Company may terminate the Executive’s employment hereunder for “Cause” (as defined below) by delivering to him a Notice of Termination. For purposes of the foregoing, any of the Company may terminate Employeefollowing shall constitute grounds for terminating the Executive’s employment under this Agreement at any time for Cause. “Cause” shall mean: (iA) the Executive’s pleading “guilty” or “no contest” to, or his conviction of, a felony or any crime involving moral turpitude, (B) his commission of any act of fraud against or any act of personal dishonesty involving the Company Group, which causes material harm to any member property or assets of the Company Group; intended to result in substantial financial enrichment to the Executive, (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (viiC) a material breach by the Executive of the terms, covenants one or representations more of his obligations under Section 9 of this Agreement or his Proprietary Information and Inventions Agreement with the Company, (D) a material breach by the Executive of any of his other obligations under this Agreement or any other agreement between Employee and with the Company, (E) the Executive’s commission of a material violation of Company policy which would result in an employment termination if committed by any member other employee of the Company Group; or his gross misconduct, (viiiF) 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 willful violation material breach by the Executive of any of the written rules or policies of any member Executive’s fiduciary obligations as an officer of the Company Groupor (H) the Executive’s willful and knowing participation in the 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 false or erroneous certification required of him under the Sxxxxxxx-Xxxxx Act of 2002 or any securities exchange on which shares of the Company’s Class A common stock are at the time listed for trading. However, which causes material harm prior to any member termination of the Company Group, provided that, in the case Executive’s employment for Cause based on any of the occurrence reasons specified in clauses (C) through (F) and the delivery of an event described a Notice of Termination in clause (vii) or (viii) aboveconnection therewith, Employee the Company shall have ten (10) business days after receipt of give written notice thereof, stating in reasonable detail to the Executive of the actions or omissions purporting deemed to constitute the grounds for such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless and the Company acting Executive shall have a period of not less than sixty (60) calendar days after the receipt of such notice in good faith, otherwise determines that such occurrence is not reasonably subject which to being cured; provided, however, that with respect to cure the occurrence of an event described specified default in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, his performance and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to thereby avoid a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event Notice of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationunder this subsection (b)(i).

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employee’s employment under this Agreement hereunder for Cause at any time for Cause. “Cause” shall mean: (i) fraud against the Company Groupafter providing written notice to Employee, which causes material harm to any member of the Company Group; (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee notice shall have ten (10) business days after receipt of written notice thereof, stating provide in reasonable detail the actions or omissions purporting to constitute reason(s) for such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) abovetermination. For purposes of this Agreement, no “Cause” shall mean any of the following: (i) Employee’s willful or intentional failure or refusal to perform or observe any of Employee’s significant duties, responsibilities or obligations set forth in, or as contemplated under, 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 clause (i); (ii) acts or omissions by Employee involving Employee’s gross negligence related to the discharge of Employee’s duties; (iii) any act or failure to act on by Employee constituting fraud or involving a knowing, willful or intentional misrepresentation, theft, embezzlement, dishonesty or moral turpitude (collectively, “Fraud”); (iv) conviction of (or a plea of nolocontendere to) an offense which is a felony in the jurisdiction involved or which is a misdemeanor in the jurisdiction involved but which involves Fraud; (v) any 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 part shall be considered “willful” unless it is donereputation or business relationships; (vi) alcoholism, drug abuse or omitted to be done, by Employee in bad faith or without reasonable belief that other substance abuse having a material adverse effect on the performance of Employee’s action duties hereunder; or omission was in the best interests (vii) Employee’s willful or intentional failure or refusal to comply with any reasonable and lawful request or direction of the Company Group. Any act not contrary to the provisions of this Agreement, where such failure or failure refusal shall not have ceased or been remedied within thirty (30) days following written warning from the Company, provided that such obligation to act based upon authority given pursuant provide written warning and the related right to a resolution duly adopted by the Board or based upon the advice of counsel for the Company cure shall be conclusively presumed not apply to be done(x) such matters as are not curable, or omitted to be done, in good faith and in the best interests (y) repeated violations of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationthis clause (vii).

Termination by the Company for Cause. Notwithstanding The Company shall have the foregoingright, exercisable at any time, to terminate the Company may terminate EmployeeExecutive’s employment under this Agreement at any time with immediate effect for CauseCause (as defined below) by providing written notice in accordance with Section 6.4. For purposes of this Agreement, “Cause” shall mean: (i) fraud against Executive’s gross negligence or willful misconduct in the Company Groupperformance of Executive’s duties or willful or repeated failure or refusal to perform any duties reasonably requested by the Board, which causes material harm to any member of the Company Groupprovided such duties are consistent with his title and position; (ii) willful failure Executive’s act or any willful refusal omission which constitutes misrepresentation or fraud and which causes, or is reasonably likely to implement cause, more than de minimis harm to the Company, Parent or undertake its affiliates (together with Parent, the lawful directives of the Board “Group”), including its or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreementtheir business or reputation; (iii) engaging in willful conduct (other than at the direction Executive’s material violation of the 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 causes are material injury, monetary or otherwise, to any member the business of the Company or the Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) Executive’s material breach of this Agreement or the Proprietary Information and Inventions Agreement; (v) Executive’s commission, indictment on charges related to, conviction of, or the entering of a plea of guilty or nolo contendere, by Employee no contest to a financial crime felony or similar or equivalent charge pursuant to applicable law, involving dishonesty that constitutes a felony (caused, or is reasonable likely to cause, more than de minimis harm to the Company or any state-law equivalent) entity in the Group, including its or involves moral turpitude; (v) the entry of any order their business or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and recordsreputation; (vi) theftExecutive’s misappropriation of Company or Group assets or breach of his fiduciary duties to the Company or the Group; provided, misappropriationhowever, embezzlement that a termination shall not be a termination for Cause with respect to any event or conversion circumstance described in clauses (i), (iii), or (iv) that is reasonably susceptible of cure (as determined by the Company in its reasonable discretion) (a “Curable Event”) unless (a) Executive has been given written notice of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee Curable Event and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have at least ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon (b) the Curable Event or circumstance remains uncured at the end of such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being curedten (10) business day period; provided, however, that with respect if such failure to cure cannot reasonably be remedied within such ten (10) business day period (as determined by the occurrence of an event described Company in clause (vii) aboveits reasonable discretion), the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period it shall not be available to Employee with respect to any subsequent occurrence of an event described in clause constitute Cause hereunder if the Executive shall commence such remedy within such ten (vii10) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith business day period and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationthereafter diligently pursues such remedy and causes its completion within thirty (30) days thereafter.

Termination by the Company for Cause. Notwithstanding the foregoingprovisions of Section 4.1, the Company may terminate Employeethe Executive’s employment under this Agreement at any time immediately for Cause upon written notice to the Executive setting forth in reasonable detail the nature of the Cause. For purposes of this Agreement, “Cause” shall meanmeans the occurrence of any of the following, as determined by the Board in its reasonable judgment: (i) fraud against the Executive’s willful and material failure to perform (other than by reason of disability), or substantial misconduct in the performance of, the Executive’s duties and responsibilities for the Company Group, or any of its Affiliates which causes material harm to any member of the Company GroupCompany; (ii) willful failure or any willful refusal to implement or undertake the lawful directives Executive’s material and demonstrable breach of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of Section 3 or any other confidentiality, invention assignment or other restrictive covenant obligation set forth in any written agreement by and between the Investment Executive and the Company Act or any of 1940, as amended, or its Affiliates;(iii) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books Executive’s material and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities demonstrable breach of any member of the Company Group; (vii) a material breach of the terms, covenants or representations other provision of this Agreement or any other written agreement by and between Employee the Executive and the Company or any member of its Affiliates; (iv) the Executive’s willful and material violation of any applicable policy or code of conduct of the Company Groupor any of its Affiliates, which violation causes material reputational or financial harm to the Company; or (viiiv) a willful violation the Executive’s indictment for, or plea of nolo contendere to, any felony or any crime involving moral turpitude. Notwithstanding anything to the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, contrary in the case of foregoing, a circumstance otherwise giving rise to Cause pursuant to the occurrence of an event described in foregoing clause (viii), (ii), (iii) or (viiiiv), (X) above, Employee shall have ten (10) business days after receipt if capable of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall will not be deemed constitute Cause if cured by the Executive within twenty (20) days following the Company’s notice to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being curedExecutive thereof; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall Company will not be available required to Employee provide any such notice or opportunity to cure with respect to any subsequent occurrence of an event described in clause substantially similar or related conduct and (viiY) above. For for purposes of this Agreementdefinition, no act or failure to act on Employee’s the part of Executive shall be considered “willful” unless it is the Board believes in good faith that such action or omission was done, or omitted to be done, by Employee Executive in bad faith or without the reasonable belief that EmployeeExecutive’s action or omission was in the best interests interest of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationCompany.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employee’s 's employment under hereunder for "Cause", which for the purposes of this Agreement at shall mean any of the following which are susceptible of cure that have not been cured within a reasonable time for Cause. “Cause” shall meanafter notice in writing to the Employee: (i) fraud against the Company Group, which causes willful or material harm to breach by Employee of any member of the Company Groupterms of this Agreement; (ii) willful failure Employee's conviction of (or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contenderecontendere with respect to) any theft, by Employee to a financial fraud or crime that involving moral turpitude or crime or offense involving money or other property of the Company or any affiliate of the Company or which constitutes a felony in the jurisdiction involved; (iii) the engaging by Employee in willful misconduct which is injurious to the Company or its affiliates, monetarily or otherwise, including without limitation any state-law equivalentact or acts that in the reasonable opinion of the Company's Board of Directors, give rise to a material risk of liability for discrimination or sexual or other forms of harassment or other similar liabilities to subordinate employees; (iv) or involves moral turpitudeinsubordination of a material nature; (v) gross negligence by Employee with respect to his or her services to the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and recordsCompany; (vi) theftcontinued and repeated substantive violations of reasonable, misappropriation, embezzlement or conversion specific written directions of the assets Company's Board of Directors, which directions are consistent with this Agreement and Employee's position as an officer or opportunities of any member continued and repeated failure to perform duties assigned by or pursuant to this Agreement or in accordance with the policies of the Company Groupexcept by reason of disability as hereinabove defined; (vii) a any material breach by Employee of the terms, covenants or representations of this Proprietary Information and Inventions Agreement or any agreement between Employee and any member of the Company Groupand Employee; (viii) any material breach by Employee of his fiduciary duty to the Company, including any misappropriation of a corporate opportunity; or (viiiix) a willful violation of the written rules or policies of any member of the Company Groupexcessive absenteeism, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee except as shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, been caused by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Groupdisability as hereinabove defined. In the event of Termination termination for Cause, the Company shall be under no further obligation hereunder to Employee, and Employee no longer shall be entitled to receive any earned but unpaid Base Salaryother payments, paid rights or benefits under this Agreement. Following any termination for Cause, the Company shall have such rights and remedies as soon as practicable following terminationmay be available to it for any breach of this Agreement or otherwise.

Termination by the Company for Cause. Notwithstanding the foregoing, the Company may terminate EmployeeThe Executive’s employment under this Agreement at any time may be terminated by the Company for Cause. “Cause” shall meanCause in the event of: (i) fraud against the Company GroupExecutive’s failure (except where due to a Disability), which causes neglect, or refusal to perform in any material harm to any member of the Company Grouprespect Executive’s duties and responsibilities; (ii) willful failure any act of Executive that has, or any willful refusal could reasonably be expected to implement or undertake have, the lawful directives effect of injuring the business of the Board Company or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreementits affiliates in any material respect; (iii) engaging Executive’s conviction of, or plea of guilty or no contest to: (y) a felony, or (z) any other criminal charge that has, or could be reasonably expected to have, an adverse impact on the performance of Executive’s duties to the Company or otherwise result in willful conduct (other than at material injury to the direction reputation or business of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction ofExecutive’s commission of an act of fraud or embezzlement against the Company, or any other act that is detrimental to the entering of a plea of guilty Company’s business or nolo contendere, by Employee to a financial crime that constitutes a felony (creates or any state-law equivalent) reasonably could create negative or involves moral turpitudeadverse publicity for the Company; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, violation by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision Executive of the Investment Company Act policies of 1940the Company, including but not limited to those relating to discrimination, harassment or business conduct, and those otherwise set forth in the manuals or statements of policy of the Company, as amended, or the Securities Exchange Act of 1934, as may be amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and recordsfrom time to time; (vi) theft, misappropriation, embezzlement Executive’s violation of federal or conversion of the assets or opportunities of any member of the Company Groupstate laws; (vii) a material breach Executive’s unauthorized use or disclosure of the terms, covenants any confidential or representations of this Agreement proprietary information or any agreement between Employee and any member trade secrets of the Company Groupor of any other party to whom Executive or the Company owes an obligation of nondisclosure or confidentiality; or (viii) a willful violation Executive’s breach of any of the written rules or policies terms of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in this Agreement. Any Cause termination relying on clause (viii) or (viiiii), to the extent the Company finds that such act(s) aboveor failure(s) to act are curable, Employee Executive shall have be given ten (10) business days after receipt of days’ written notice thereofby the Company of its intention to terminate him with Cause, stating in reasonable detail with such notice to state the actions act(s) or omissions purporting failure(s) to act that constitute such breach or violation, to curethe grounds on which the proposed termination for Cause is based, and upon with such cure, termination becoming effective at the expiration of the ten (10) day notice period unless Executive has fully cured such event shall not be deemed act(s) or failure(s) to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect act to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on EmployeeCompany’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Groupcomplete satisfaction. In the event of Termination a termination for Cause, Employee Executive shall be entitled paid his base salary through the date of termination and any cure notice period, as well as any unpaid or unreimbursed expenses incurred in accordance with Paragraph 4. For avoidance of doubt, the Company shall not be obligated to receive pay the Executive any earned but unpaid Base Salaryother compensation, paid as soon as practicable following terminationand there shall be no obligation to pay Executive for the balance of the term of the Agreement.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employee’s employment under this Agreement hereunder for Cause at any time for Cause. “Cause” shall mean: (i) fraud against the Company Groupafter providing written notice to Employee, which causes material harm to any member of the Company Group; (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee notice shall have ten (10) business days after receipt of written notice thereof, stating provide in reasonable detail the actions or omissions purporting to constitute reason(s) for such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) abovetermination. For purposes of this Agreement, no “Cause” shall mean any of the following: (i) Employee’s willful or intentional failure or refusal to perform or observe any of Employee’s significant duties, responsibilities or obligations set forth in, or as contemplated under, this Agreement where such failure or refusal shall not have ceased or been remedied within thirty 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 clause (i); (ii) acts or omissions by Employee involving Employee’s gross negligence related to the discharge of Employee’s duties; (iii) any act or failure to act on by Employee constituting fraud or involving a knowing, willful or intentional misrepresentation, theft, embezzlement, dishonesty or moral turpitude (collectively, “Fraud”); (iv) conviction of (or a plea of nolo contendere to) an offense which is a felony in the jurisdiction involved or which is a misdemeanor in the jurisdiction involved but which involves Fraud; (v) any 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 part shall be considered “willful” unless it is donereputation or business relationships; (vi) alcoholism, drug abuse or omitted to be done, by Employee in bad faith or without reasonable belief that other substance abuse having a material adverse effect on the performance of Employee’s action duties hereunder; or omission was in the best interests (vii) Employee’s willful or intentional failure or refusal to comply with any reasonable and lawful request or direction of the Company Group. Any act not contrary to the provisions of this Agreement, where such failure or failure refusal shall not have ceased or been remedied within thirty days following written warning from the Company, provided that such obligation to act based upon authority given pursuant provide written warning and the related right to a resolution duly adopted by the Board or based upon the advice of counsel for the Company cure shall be conclusively presumed not apply to be done(x) such matters as are not curable, or omitted to be done, in good faith and in the best interests (y) repeated violations of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationthis clause (vii).

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate EmployeeExecutive’s at-will employment under this Agreement by the Company and the Employment Period hereunder at any time for “Cause” (as hereinafter defined) whereupon the Company shall have no further obligation hereunder to Executive, except for payment of the Accrued Benefits. For purpose of this Agreement, “Cause” shall mean, as reasonably determined by the Board based on the information then known to it, that one or more of the following has occurred: (ia) fraud against the Company Group, which causes material harm to any member Executive has committed a felony under the laws of the Company GroupUnited States or any relevant state, or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction; (iib) willful failure the Executive has engaged in acts of fraud, dishonesty, gross negligence, or gross misconduct, including abuse of controlled substances, that is materially injurious to the Company, its affiliates or any willful refusal of their business partners, customers, clients or employees; (c) the Executive willfully fails to implement perform or undertake the uphold his material duties under this Agreement and/or fails to comply with reasonable and lawful directives of the Board or such other supervisor as may be assigned Board; (d) any material breach by the Executive of any provision of this Agreement (including Exhibit A as referenced in Section 5) or of any other contract to which Executive is a party with the Company Group when such directives are materially consistent with Employee’s duties under this Agreementor any affiliate, including any containing confidentiality, trade secret, noncompetition, nonsolicitation, inventions, and/or similar provisions; (iiie) engaging in willful conduct (other than at the direction any material violation of the Company) that causes ’s Code of Business Conduct and Ethics or another material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Groupwritten policy; or (viiif) a willful violation any material breach by Executive of the written rules or policies of any member of Executive’s fiduciary duties to the Company Group, which causes material harm to or any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being curedaffiliate; provided, however, that with respect to the occurrence of an event described in clause any breach or violation relating to (viic), (d), (e) aboveor (f) that is curable by Executive, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted as determined by the Board or based upon the advice of counsel for in good faith, the Company shall be conclusively presumed to be donehas provided Executive written notice of the material breach and Executive has not cured such breach, or omitted to be done, as determined by the Board in good faith and in faith, within fifteen (15) days following the best interests of date the Company Groupprovides such notice. In the event of Termination the Company terminates Executive’s employment for Cause, Employee the treatment of the Initial Stock Option Grant and any other equity-based award that may be granted to Executive shall be entitled to receive in accordance with the applicable Award Agreement and the 2020 Omnibus Equity Incentive Plan (or any earned but unpaid Base Salary, paid as soon as practicable following terminationsuccessor thereto).

Termination by the Company for Cause. Notwithstanding the foregoing, the Company may terminate Employee’s Executive's employment under this Agreement at any time for Cause. “Cause” shall mean: (i) fraud against the Company Group, which causes material harm to any member hereunder and all of the Company Group; Company's obligations hereunder (iiexcept as hereinafter provided) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned immediately terminated by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; for Cause (iiias hereinafter defined) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of giving written notice thereof, stating in reasonable detail the actions or omissions purporting of such termination to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) aboveExecutive. For purposes of this Agreement, no act "CAUSE" shall mean: (i) a material breach by Executive of this Agreement or any other agreement, including, without limitation, the Non-Competition Agreement (as hereinafter defined), with or for the benefit of the Company, or any affiliate thereof and to which Executive is a party or by which he is bound, which is not cured within 15 days following written notice from the Company detailing such breach, or which, if not curable, causes the Company material harm, (ii) Executive's breach of his duty of loyalty to the Company which causes material harm to the Company, (iii) Executive's continued failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted perform such duties as are reasonably requested by the Board or based upon the advice Company's President/Chief Executive Officer or his designee (other than such failure resulting from Executive's disability which failure continues for 30 days after written notice thereof, (iv) Executive's commission of counsel for an act of dishonesty, fraud, misrepresentation or other act of moral turpitude with respect to the Company shall be conclusively presumed to be donewhich causes a material adverse effect on the Company or its reputation which, in the reasonable good faith judgment of the Board, constitutes grounds for termination, (v) Executive's conviction of, or omitted plea of guilty or nolo contendere to be doneany crime constituting a felony, which, in good faith and the Board's reasonable judgment, causes a material adverse effect on the Company or its reputation, (vi) regular insobriety which interferes with Executive's ability to perform his duties hereunder, with respect to the Company, or (vi) Executive's willful misconduct that is, in the best interests of Board's reasonable judgment, injurious to the Company Group. In or to any entity in control of, controlled by or under common control with the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationCompany.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may immediately terminate Employeethe Executive’s employment under this Agreement hereunder at any time for CauseCause (as defined below). “Cause” shall mean: mean (i) fraud against the Company Group, which causes material harm to any member continued failure of the Company Group; Executive substantially to perform his duties hereunder or his negligent performance of such duties (other than any such failure due to the Executive’s physical or mental illness), (ii) willful failure the Executive having engaged in misconduct that has caused or is reasonably expected to result in material injury to the Company or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; its Subsidiaries, (iii) engaging in willful conduct (other than at a material violation by the direction Executive of the Company) that causes material injurya Company policy, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction the breach by the Executive of any of his material obligations hereunder or under any other written agreement or covenant with the Company or any of its Subsidiaries, (v) a material failure by the Executive to timely comply with a lawful direction or instruction given to him by the Company’s Chief Executive Officer or his designee, (vi) the Executive having been convicted of, or the entering of a plea of guilty or nolo contenderecontendere to, by Employee to a financial crime that constitutes (A) a felony or (B) a misdemeanor involving moral turpitude (or a comparable crime in any state-law equivalentjurisdiction that uses a different nomenclature), including any such offense involving dishonesty as such dishonesty relates to the Company’s material assets or business or the theft of Company property and (vii) the Executive’s insobriety or involves moral turpitude; use of illegal drugs, chemicals or controlled substances either (A) in the course of performing the Executive’s duties and responsibilities under this Agreement, or (B) otherwise affecting the ability of the Executive to perform the same. In the event of litigation concerning the Company’s termination of Executive for Cause, the Company shall prove that it terminated the Executive for Cause by a standard of clear and convincing evidence. In the case of a termination for Cause as described in clauses (i), (ii), (iii), (iv) and (v) of this Section, the entry of any order Board or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940Company’s Chief Executive Officer, as amendedapplicable, or shall give the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of Executive written notice thereof, stating in reasonable detail the actions of its or omissions purporting his intention to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee terminate him for Cause, unless such notice to state in detail the Company acting in good faithparticular circumstances that constitute the grounds on which the proposed termination for Cause is based. The Executive shall have thirty (30) days, otherwise determines that after receiving such occurrence is not reasonably subject special notice, to being cured; providedcure such grounds, however, that with respect to the occurrence of an event described extent such cure is possible (as reasonably determined by the Board in clause (vii) aboveits sole discretion). If he fails to cure such grounds to the Board’s reasonable satisfaction, the foregoing cure period Executive shall thereupon be available to Employee only with respect to terminated for Cause. Notwithstanding the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreementforegoing, no act or failure to act on Employee’s part by the Executive shall be considered deemed to constitute “willfulCause” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be if done, or omitted to be done, in good faith and with the reasonable belief that the action or omission was in the best interests of the Company Group. In the event of Termination for Causeor its Subsidiaries, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationapplicable.

Termination by the Company for Cause. Notwithstanding The Company shall have the foregoing, right to terminate the Company may terminate Employee’s Executive's employment under this Agreement hereunder at any time for Cause. “For purposes of this Agreement, the term "Cause” " shall meanmean any of the following: (i) fraud against the failure of the Executive to substantially perform his material duties or material obligations hereunder or the breach by the Executive of any of the terms or provisions of this Agreement or any other written agreement between the Executive, on the one hand, and the Company Groupor MCY, on the other hand, on the part of the Executive to be observed or performed, which causes material harm to any member failure or breach is not cured within thirty (30) days after receipt of written notice thereof by the Company GroupExecutive from the Company; (ii) the Executive's knowing and willful failure neglect or any willful refusal to implement or undertake attend to the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s Executive's material duties and responsibilities under this Agreement, which conduct is not cured within thirty (30) days after receipt of written notice thereof by the Executive from the Company; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member criminal liability of the Company Group, or that reflects adversely on any member which was substantially caused by the conduct of the Company Group, or that materially affects Employee’s ability to perform Employee’s dutiesExecutive and not at the Company's direction; (iv) the Executive's conviction ofby, or the entering entry of a plea of guilty or nolo contenderecontendere in, by Employee a court of competent jurisdiction of an act of fraud, embezzlement or willful breach of fiduciary duty to a financial crime that constitutes a felony (the Company, or any state-law equivalent) or involves moral turpitudecrime constituting a felony; (v) the entry Executive's chronic addiction to drugs, alcohol or any controlled substance which materially interferes with the performance of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and recordshis duties hereunder; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities usurpation by the Executive of any member corporate opportunity of the Company Groupor MCY or any of their respective subsidiaries or affiliates; or (vii) the commission of an act of moral turpitude, which in the judgment of the Board of Directors of the Company, as evidenced by a resolution of the majority of the members of the Board of Directors could have a material breach and adverse effect on the business, operations or reputation of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationCompany.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may immediately terminate Employeethe Executive’s employment under this Agreement hereunder at any time for CauseCause (as defined below). “Cause” shall mean: mean (i) fraud against the Company Group, which causes material harm to any member continued failure of the Company Group; Executive substantially to perform his duties hereunder or his negligent performance of such duties (other than any such failure due to the Executive’s physical or mental illness), (ii) willful failure the Executive having engaged in misconduct that has caused or is reasonably expected to result in material injury to the Company or any willful refusal of its Subsidiaries, (iii) a material violation by the Executive of a Company policy, (iv) the breach by the Executive of any of his material obligations hereunder or under any other written agreement or covenant with the Company or any of its Subsidiaries, (v) a material failure by the Executive to implement timely comply with a lawful direction or undertake the lawful directives of instruction given to him by the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; Chief Executive Officer, (iiivi) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction Executive having been convicted of, or the entering of a plea of guilty or nolo contenderecontendere to, by Employee to a financial crime that constitutes a felony or a misdemeanor involving moral turpitude (or comparable crime in any state-law equivalentjurisdiction that uses a different nomenclature), including any offense involving dishonesty as such dishonesty relates to the Company’s assets or business or the theft of Company property and (vii) the Executive’s insobriety or involves moral turpitude; use of illegal drugs, chemicals or controlled substances either (A) in the course of performing the Executive’s duties and responsibilities under this Agreement, or (B) otherwise affecting the ability of the Executive to perform the same. In the event of litigation concerning the Company’s termination of Executive for Cause, the Company shall prove that it terminated the Executive for Cause by a standard of clear and convincing evidence. In the case of a termination for Cause as described in clauses (i), (ii), (iii), (iv) and (v) of this Section, the entry of any order Board or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940Chief Executive Officer, as amendedapplicable, shall give the Executive written notice of its or his intention to terminate him for Cause, such notice to state in detail the Securities Exchange Act of 1934, as amended (particular circumstances that constitute the “Exchange Act”), other than provisions requiring grounds on which the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee proposed termination for Cause is based. The Executive shall have ten (10) business days days, after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute receiving such breach or violationspecial notice, to curecure such grounds, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and extent such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause is possible (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted as reasonably determined by the Board or based upon in its sole discretion). If he fails to cure such grounds to the advice of counsel for Board’s reasonable satisfaction, the Company Executive shall thereupon be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination terminated for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following termination.

Termination by the Company for Cause. Notwithstanding (1) The Company shall have the foregoing, the Company may right to terminate EmployeeExecutive’s employment under this Agreement at any time for CauseCause in accordance with this Section 5(c). (2) For purposes of this Agreement, “Cause” shall mean: (i) fraud against the Company Group, which causes material harm to any member of the Company Group; (ii) willful failure conviction or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering entry of a plea of guilty or nolo contenderecontendere to (A) any felony or (B) any crime (whether or not a felony) involving moral turpitude, by Employee fraud, theft, breach of trust or other similar acts, whether under the laws of the United States or any state thereof or any similar foreign law to which the person may be subject; (ii) being engaged or having engaged in conduct constituting breach of fiduciary duty, dishonesty, willful misconduct or material neglect relating to the Company or any of its subsidiaries or the performance of a financial crime that constitutes a felony person’s duties; (iii) appropriation (or an overt act attempting appropriation) of a material business opportunity of the Company or any state-law equivalentof its subsidiaries; (iv) misappropriation (or involves moral turpitudean overt act attempting misappropriation) of any funds of the Company or any of its subsidiaries; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities willful failure to (A) follow a reasonable and Exchange Commission against Employee in respect of charges that Employee violated any provision lawful directive of the Investment Company Act or any of 1940, as amendedits subsidiaries at which a person is employed or provides services, or the Securities Exchange Act Board of 1934Directors or (B) comply with any written rules, as amended (regulations, policies or procedures of the “Exchange Act”)Company or a subsidiary at which a person is employed or to which he or she provides services which, other if not complied with, would reasonably be expected to have more than provisions requiring a de minimis adverse effect on the maintenance business or financial condition of proper books and recordsthe Company; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities willful and knowing material violation of any member (I) material rules or regulations of any governmental or regulatory body that are material to the business of the Company Groupor (II) U.S. securities laws; provided that for the avoidance of doubt, a violation shall not be considered as willful or knowing where Executive has acted in a manner consistent with specific advice of outside counsel to the Company; (vii) failure to cooperate, if requested by the Board, with any investigation or inquiry by the Company, the Securities Exchange Commission or another governmental body into Executive’s or the Company’s business practices, whether internal or external, including, but not limited to, Executive’s refusal to be deposed or to provide testimony at any trial or inquiry; (viii) violation of a material breach of person’s employment, consulting, separation or similar agreement with the terms, covenants or representations of this Agreement Company or any non-disclosure, non-solicitation or non-competition covenant in any other agreement between Employee to which the person is subject; (ix) deliberate and any member of continued failure to perform material duties to the Company Groupor any of its subsidiaries; or (viiix) a willful violation of the written rules or policies Company’s Code of any member Business Conduct and Ethics, as it may be amended from time to time. (3) No termination of Executive’s employment by the Company for Cause pursuant to this Section 5(c) shall be effective unless the provisions of this Section 5(c)(3) shall have been complied with and unless a majority of the Company Groupmembers of the Board have duly voted to approve such termination. Executive shall be given written notice by the Board of its intention to terminate him for Cause, which causes material harm to any member notice (A) shall state in detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is based and (B) shall be given no later than ninety (90) days (or sixty (60) days on or after a Change in Control) after the first meeting of the Company Group, provided that, in Board at which the case Board became aware of the occurrence of an the event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting giving rise to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) abovegrounds. For purposes of this Agreementagreement, no act or failure “Change in Control” shall have the meaning ascribed to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of 2017 Omnibus Equity Plan. Executive shall have 30 days after receiving such notice in which to cure such grounds, to the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted extent curable, as determined by the Board or based upon the advice of counsel for in good faith. If Executive fails to cure such grounds within such 30-day period, Executive’s employment with the Company shall thereupon be conclusively presumed to be done, or omitted to be done, terminated for Cause. If the Board determines in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following termination.4

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may immediately terminate Employee’s the Executive's employment under this Agreement hereunder at any time for CauseCause (as defined below). “Cause” "CAUSE" shall mean: mean (iI) fraud against the continued failure of the Executive substantially to perform his duties hereunder or his negligent performance of such duties (other than any such failure due to the Executive's physical or mental illness), (II) the Executive having engaged in misconduct that has caused or is reasonably expected to result in material injury to the Company Groupor any of its Subsidiaries, which causes (III) a material harm to violation by the Executive of a Company policy, (IV) the breach by the Executive of any member of his material obligations hereunder or under any other written agreement or covenant with the Company Group; (ii) willful failure or any willful refusal of its Subsidiaries, (V) material failure by the Executive to implement timely comply with a lawful direction or undertake the lawful directives of instruction given to him by the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; Chief Executive Officer, (iiiVI) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction Executive having been convicted of, or the entering of a plea of guilty or nolo contenderecontendere to, by Employee to a financial crime that constitutes a felony or a misdemeanor involving moral turpitude (or comparable crime in any state-law equivalentjurisdiction that uses a different nomenclature) , including any offense involving dishonesty as such dishonesty relates to the Company's assets or involves moral turpitude; business or the theft of Company property and (VII) the Executive's insobriety or use of illegal drugs, chemicals or controlled substances either (A) in the course of performing the Executive's duties and responsibilities under this Agreement, or (B) otherwise affecting the ability of the Executive to perform the same. In the event of litigation concerning the Company's termination of Executive for Cause, the Company shall prove that it terminated the Executive for Cause by a standard of clear and convincing evidence. In the case of a termination for Cause as described in clauses (i), (ii), (iii), (iv) and (v) of this Section, the entry of any order Board or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940Chief Executive Officer, as amendedapplicable, shall give the Executive written notice of its or his intention to terminate him for Cause, such notice to state in detail the Securities Exchange Act of 1934, as amended (particular circumstances that constitute the “Exchange Act”), other than provisions requiring grounds on which the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee proposed termination for Cause is based. The Executive shall have ten (10) business days days, after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute receiving such breach or violationspecial notice, to curecure such grounds, and upon to the extent such curecure is possible. If he fails to cure such grounds to the Board's reasonable satisfaction, such event the Executive shall not thereupon be deemed to be the basis for a termination of Employee terminated for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following termination.

Termination by the Company for Cause. Notwithstanding the foregoingprovisions of Section 4.1, the Company may terminate Employeethe Executive’s employment under this Agreement at any time immediately for Cause upon written notice to the Executive setting forth in reasonable detail the nature of the Cause. For purposes of this Agreement, “Cause” shall meanmeans the occurrence of any of the following, as determined by the Board in its reasonable judgment: (i) fraud against the Executive’s willful and material failure to perform (other than by reason of disability), or substantial misconduct in the performance of, the Executive’s duties and responsibilities for the Company Group, or any of its Affiliates which causes material harm to any member of the Company GroupCompany; (ii) willful failure the Executive’s material and demonstrable breach of any provision of Section 3 or any willful refusal to implement other confidentiality, invention assignment or undertake other restrictive covenant obligation set forth in any written agreement by and between the lawful directives of the Board or such other supervisor as may be assigned by Executive and the Company Group when such directives are materially consistent with Employee’s duties under this Agreementor any of its Affiliates; (iii) engaging in willful conduct (other than at the direction of the Company) that causes Executive’s material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry and demonstrable breach of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any other provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any other written agreement by and between Employee the Executive and the Company or any member of its Affiliates, including award agreements granted under the Plan or the LTIP-1; (iv) the Executive’s willful and material violation of any applicable policy or code of conduct of the Company Groupor any of its Affiliates, which violation causes material reputational or financial harm to the Company; or (viiiv) a willful violation the Executive’s indictment for, or plea of nolo contendere to, any felony or any crime involving moral turpitude. Notwithstanding anything to the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, contrary in the case of foregoing, a circumstance otherwise giving rise to Cause pursuant to the occurrence of an event described in foregoing clause (viii), (ii), (iii) or (viiiiv), (X) above, Employee shall have ten (10) business days after receipt if capable of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall will not be deemed constitute Cause if cured by the Executive within twenty (20) days following the Company’s notice to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being curedExecutive thereof; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall Company will not be available required to Employee provide any such notice or opportunity to cure with respect to any subsequent occurrence of an event described in clause substantially similar or related conduct and (viiY) above. For for purposes of this Agreementdefinition, no act or failure to act on Employee’s the part of Executive shall be considered “willful” unless it is the Board believes in good faith that such action or omission was done, or omitted to be done, by Employee Executive in bad faith or without the reasonable belief that EmployeeExecutive’s action or omission was in the best interests interest of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationCompany.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may immediately terminate Employeethe Executive’s employment under this Agreement hereunder at any time for CauseCause (as defined below). “Cause” shall mean: mean (i) fraud against the Company Group, which causes material harm to any member continued willful failure of the Company Group; Executive substantially to perform his duties hereunder or his grossly negligent performance of such duties (other than any such failure due to the Executive’s physical or mental illness), (ii) willful failure the Executive having engaged in misconduct that has caused or is reasonably expected to result in material injury to the Company or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; its Subsidiaries, (iii) engaging in willful conduct (other than at a material violation by the direction Executive of the Company) that causes material injurya Company policy, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction the breach by the Executive of any of his material obligations hereunder or under any other written agreement or covenant with the Company or any of its Subsidiaries, (v) a material failure by the Executive to timely comply with a lawful direction or instruction given to him by the Board, or the Company’s Chief Executive Officer or his designee, (vi) the Executive having been convicted of, or the entering of a plea of guilty or nolo contenderecontendere to, by Employee to a financial crime that constitutes a felony or a misdemeanor involving moral turpitude (or comparable crime in any state-law equivalent) jurisdiction that uses a different nomenclature), including any offense involving dishonesty as such dishonesty relates to the Company’s assets or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, business or the Securities Exchange Act theft of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books Company property and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach the Executive’s insobriety or use of the termsillegal drugs, covenants chemicals or representations of this Agreement or any agreement between Employee and any member of the Company Group; or controlled substances either (viiiA) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case course of performing the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, Executive’s duties and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of responsibilities under this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in (B) otherwise affecting the best interests ability of the Company Group. Any act or failure Executive to act based upon authority given pursuant to a resolution duly adopted by perform the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Groupsame. In the event of Termination litigation concerning the Company’s termination of Executive for Cause, Employee the Company shall prove that it terminated the Executive for Cause by a standard of clear and convincing evidence. In the case of a termination for Cause as described in clauses (i), (ii), (iii), (iv) and (v) of this Section, the Board or the Chief Executive Officer, as applicable, shall give the Executive written notice of its or his intention to terminate him for Cause, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is based. The Executive shall have fifteen (15) days, after receiving such special notice, to cure such grounds, to the extent such cure is possible (as reasonably determined by the Board in its sole discretion). If he fails to cure such grounds to the Board’s reasonable satisfaction, the Executive shall thereupon be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationterminated for Cause.

Termination by the Company for Cause. Notwithstanding the foregoingprovisions of Section 4.1, the Company may terminate Employeethe Executive’s employment under this Agreement at any time immediately for Cause upon written notice to the Executive setting forth in reasonable detail the nature of the Cause. For purposes of this Agreement, “Cause” shall meanmeans the occurrence of any of the following, as determined by the Board in its reasonable judgment: (i) fraud against the Executive’s willful and material failure to perform (other than by reason of disability), or substantial misconduct in the performance of, the Executive’s duties and responsibilities for the Company Group, or any of its Affiliates which causes material harm to any member of the Company GroupCompany; (ii) willful failure or any willful refusal to implement or undertake the lawful directives Executive’s material and demonstrable breach of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of Section 3 or any other confidentiality, invention assignment or other restrictive covenant obligation set forth in any written agreement by and between the Investment Executive and the Company Act or any of 1940, as amended, or its Affiliates;(iii) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books Executive’s material and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities demonstrable breach of any member of the Company Group; (vii) a material breach of the terms, covenants or representations other provision of this Agreement or any other written agreement by and between Employee the Executive and the Company or any member of its Affiliates; (iv) the Executive’s willful and material violation of any applicable policy or code of conduct of the Company Groupor any of its Affiliates, which violation causes material reputational or financial harm to the Company; or (viiiv) a willful violation the Executive’s indictment for, or plea of nolo contendere to, any felony or any crime involving moral turpitude. Notwithstanding anything to the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, contrary in the case of foregoing, a circumstance otherwise giving rise to Cause pursuant to the occurrence of an event described in foregoing clause (viii), (ii), (iii) or (viiiiv), (X) above, Employee shall have ten (10) business days after receipt if capable of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall will not be deemed constitute Cause if cured by the Executive within twenty (20) days following the Company’s notice to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being curedExecutive thereof; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall Company will not be available required to Employee provide any such notice or opportunity to cure with respect to any subsequent occurrence of an event described in clause substantially similar or related conduct and (viiY) above. For for purposes of this Agreementdefinition, no act or failure to act on Employee’s the part of Executive shall be considered “willful” unless it is the Board believes in good faith that such action or omission was done, or omitted to be done, by Employee Executive in bad faith or LEGAL\53952298\2 without the reasonable belief that EmployeeExecutive’s action or omission was in the best interests interest of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationCompany.

Termination by the Company for Cause. Notwithstanding (i) The Company may terminate the Executive’s employment hereunder for “Cause” (as defined below) by delivering to him a Notice of Termination. For purposes of the foregoing, any of the Company may terminate Employeefollowing shall constitute grounds for terminating the Executive’s employment under this Agreement at any time for Cause. “Cause” shall mean: (iA) the Executive’s pleading “guilty” or “no contest” to, or his conviction of, a felony or any crime involving moral turpitude, (B) his commission of any act of fraud against or any act of personal dishonesty involving the Company Group, which causes material harm to any member property or assets of the Company Group; intended to result in substantial financial enrichment to the Executive, (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (viiC) a material breach by the Executive of the terms, covenants one or representations more of his obligations under Section 8 of this Agreement or under his Proprietary Information and Inventions Agreement with the Company, (D) a material breach by the Executive of any of his other obligations under this Agreement or any other agreement between Employee and with the Company, (E) the Executive’s commission of a material violation of Company policy which would result in an employment termination if committed by any member other employee of the Company Group; or his gross misconduct, (viiiF) 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 willful violation material breach by the Executive of any of the written rules or policies of any member Executive’s fiduciary obligations as an officer of the Company Groupor (H) the Executive’s willful and knowing participation in the 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 false or erroneous certification required of him under the Sarbanes- Oxley Act of 2002 or any securities exchange on which shares of the Company’s Class A common stock are at the time listed for trading. However, which causes material harm prior to any member termination of the Company Group, provided that, in the case Executive’s employment for Cause based on any of the occurrence reasons specified in clauses (C) through (F) and the delivery of an event described a Notice of Termination in clause (vii) or (viii) aboveconnection therewith, Employee the Company shall have ten (10) business days after receipt of give written notice thereof, stating in reasonable detail to the Executive of the actions or omissions purporting deemed to constitute the grounds for such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless and the Company acting Executive shall have a period of not less than sixty (60) calendar days after the receipt of such notice in good faith, otherwise determines that such occurrence is not reasonably subject which to being cured; provided, however, that with respect to cure the occurrence of an event described specified default in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, his performance and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to thereby avoid a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event Notice of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationunder this subsection (b)(i).

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employee’s Xxxxxxx’ employment under this Agreement at any time for Cause. For purposes of this Agreement, “Cause” shall mean: (i) fraud against the Company Groupcommission by Xxxxxxx of, which causes material harm to any member of the Company Group; or pleading guilty or nolo contendere to, a felony or a crime involving moral turpitude, (ii) Xxxxxxx’ willful and continued failure to perform substantially his duties and responsibilities with respect to the Company and its affiliates or any willful refusal to implement or undertake follow the lawful directives directions or instructions of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with EmployeeCompany’s duties under this Agreement; Board, (iii) engaging Xxxxxxx’ material breach of any fiduciary duty owed to the Company or any of its affiliates, (iv) Xxxxxxx’ theft, fraud, embezzlement, or dishonesty (including intentional material misrepresentations or concealments in willful conduct written reports submitted to the Company or the Board) with regard to the Company or any of its affiliates, or in connection with Xxxxxxx’ duties or responsibilities with respect thereto, (other than at the direction v) Xxxxxxx’ intentional material violation of the Company) that causes material injury’s code of conduct, monetary code of ethics or otherwisesimilar written policies, including but not limited to any member of the Company Groupthose relating to sexual harassment, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of Xxxxxxx’ willful misconduct unrelated to the Company Group; or any of its affiliates having, or likely to have, a material negative impact on the Company or any of its affiliates (economically or to its reputation), (vii) a any intentional, material breach or violation by Xxxxxxx of the terms, covenants or representations any provisions of this Agreement or any other agreement between Employee Xxxxxxx and any member of the Company Group; or any of its affiliates or (viii) a willful violation the unlawful use (including being under the influence) or possession of illegal drugs by Quarles on the written rules or policies of any member premises of the Company Groupor any of its affiliates or while performing any services, which causes material harm to any member duties or responsibilities for, owed to, or one behalf of the Company Group, provided that, in or any of its affiliates. To the case extent any of the occurrence foregoing items (ii), (v) (excluding a material violation of an event described in clause any sexual misconduct policy), (vi) or (vii) (excluding any violation of Article VI or (viiiArticle VII) aboveare capable of being cured, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event Cause shall not be deemed to be have occurred with respect thereto until (a) the basis for a termination of Employee for Company has given Xxxxxxx written notice, setting forth the issue(s) that is alleged to constitute Cause, unless (b) the Company acting in good faith, otherwise determines that has provided Xxxxxxx at least 20 days following the date on which such occurrence notice is not reasonably subject provided to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) abovesuch conduct, and such cure period shall not be available (c) Xxxxxxx has failed to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationso cure.

Termination by the Company for Cause. Notwithstanding (i) The Company may terminate the Executive’s employment hereunder for “Cause” (as defined below) by delivering to him a Notice of Termination. For purposes of the foregoing, any of the Company may terminate Employeefollowing shall constitute grounds for terminating the Executive’s employment under this Agreement at any time for Cause. “Cause” shall mean: (iA) the Executive’s pleading “guilty” or “no contest” to, or his conviction of, a felony or any crime involving moral turpitude, (B) his commission of any act of fraud against or any act of personal dishonesty involving the Company Group, which causes material harm to any member property or assets of the Company Group; (ii) willful failure intended to result in material financial enrichment to the Executive or any willful refusal material injury or harm to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwiseincluding the Company’s reputation, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (viiC) a material breach by the Executive of the terms, covenants one or representations more of his obligations under Section 9 of this Agreement or his Proprietary Information and Inventions Agreement with the Company, (D) a material breach by the Executive of any of his other obligations under this Agreement or any other agreement between Employee and with the Company, (E) the Executive’s commission of a material violation of Company policy which would result in an employment termination if committed by any member other employee of the Company Group; 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 breach by the Executive of any of the Executive’s fiduciary obligations as an officer of the Company, (H) the Executive’s willful and knowing participation in the 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 false or erroneous certification required of him under the Sxxxxxxx-Xxxxx Act of 2002 or any securities exchange on which shares of the Company’s Class A common stock are at the time listed for trading, or (viiiI) a willful violation the suspension or revocation of the written rules or policies of Executive’s license to practice law. However, prior to any member termination of the Company Group, which causes material harm to Executive’s employment for Cause based on any member of the reasons specified in clauses (C) through (F) and the delivery of a Notice of Termination in connection therewith, the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of give written notice thereof, stating in reasonable detail to the Executive of the actions or omissions purporting deemed to constitute the grounds for such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless and the Company acting Executive shall have a period of not less than sixty (60) calendar days after the receipt of such notice in good faith, otherwise determines that such occurrence is not reasonably subject which to being cured; provided, however, that with respect to cure the occurrence of an event described specified default in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, his performance and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to thereby avoid a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event Notice of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationunder this subsection (b)(i).

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employee’s Xxxxxxx’ employment under this Agreement at any time for Cause. For purposes of this Agreement, “Cause” shall mean: (i) fraud against the Company Groupcommission by Xxxxxxx of, which causes material harm to any member of the Company Group; or pleading guilty or nolo contendere to, a felony or a crime involving moral turpitude, (ii) Xxxxxxx’ willful and continued failure to perform substantially his duties and responsibilities with respect to the Company and its affiliates or any willful refusal to implement or undertake follow the lawful directives directions or instructions of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with EmployeeCompany’s duties under this Agreement; Board, (iii) engaging Xxxxxxx’ material breach of any fiduciary duty owed to the Company or any of its affiliates, (iv) Xxxxxxx’ theft, fraud, embezzlement, or dishonesty (including intentional material misrepresentations or concealments in willful conduct written reports submitted to the Company or the Board) with regard to the Company or any of its affiliates, or in connection with Xxxxxxx’ duties or responsibilities with respect thereto, (other than at the direction v) Xxxxxxx’ intentional material violation of the Company) that causes material injury’s code of conduct, monetary code of ethics or otherwisesimilar written policies, including but not limited to any member of the Company Groupthose relating to sexual harassment, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of Xxxxxxx’ willful misconduct unrelated to the Company Group; or any of its affiliates having, or likely to have, a material negative impact on the Company or any of its affiliates (economically or to its reputation), (vii) a any intentional, material breach or violation by Xxxxxxx of the terms, covenants or representations any provisions of this Agreement or any other agreement between Employee Xxxxxxx and any member of the Company Group; or any of its affiliates or (viii) a willful violation the unlawful use (including being under the influence) or possession of illegal drugs by Quarles on the written rules or policies of any member premises of the Company Groupor any of its affiliates or while performing any services, which causes material harm to any member duties or responsibilities for, owed to, or one behalf of the Company Group, provided that, in or any of its affiliates. To the case extent any of the occurrence foregoing items (ii), (v) (excluding a material violation of an event described in clause any sexual misconduct policy), (vi) or (vii) (excluding any violation of Article VI or (viiiArticle VII) aboveare capable of being cured, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event Cause shall not be deemed to be have occurred with respect thereto until (a) the basis for a termination of Employee for Company has given Xxxxxxx written notice, setting forth the issue(s) that is alleged to constitute Cause, unless (b) the Company acting in good faith, otherwise determines that has provided Xxxxxxx at least 20 days following the date on which such occurrence notice is not reasonably subject provided to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) abovesuch conduct, and such cure period shall not be available (c) Xxxxxxx has failed to Employee with respect to any subsequent occurrence of an event described in clause (vii) aboveso cure. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following termination.4.3

Termination by the Company for Cause. Notwithstanding the foregoingprovisions of Section 4.1, the Company may terminate Employeethe Executive’s employment under this Agreement at any time immediately for Cause upon written notice to the Executive setting forth in reasonable detail the nature of the Cause. For purposes of this Agreement, “Cause” shall meanmeans the occurrence of any of the following, as determined by the Board in its reasonable judgment: (i) fraud against the Executive’s willful and material failure to perform (other than by reason of disability), or substantial misconduct in the performance of, the Executive’s duties and responsibilities for LEGAL\53952298\2 the Company Group, or any of its Affiliates which causes material harm to any member of the Company GroupCompany; (ii) willful failure or any willful refusal to implement or undertake the lawful directives Executive’s material and demonstrable breach of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of Section 3 or any other confidentiality, invention assignment or other restrictive covenant obligation set forth in any written agreement by and between the Investment Executive and the Company Act or any of 1940, as amended, or its Affiliates;(iii) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books Executive’s material and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities demonstrable breach of any member of the Company Group; (vii) a material breach of the terms, covenants or representations other provision of this Agreement or any other written agreement by and between Employee the Executive and the Company or any member of its Affiliates; (iv) the Executive’s willful and material violation of any applicable policy or code of conduct of the Company Groupor any of its Affiliates, which violation causes material reputational or financial harm to the Company; or (viiiv) a willful violation the Executive’s indictment for, or plea of nolo contendere to, any felony or any crime involving moral turpitude. Notwithstanding anything to the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, contrary in the case of foregoing, a circumstance otherwise giving rise to Cause pursuant to the occurrence of an event described in foregoing clause (viii), (ii), (iii) or (viiiiv), (X) above, Employee shall have ten (10) business days after receipt if capable of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall will not be deemed constitute Cause if cured by the Executive within twenty (20) days following the Company’s notice to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being curedExecutive thereof; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall Company will not be available required to Employee provide any such notice or opportunity to cure with respect to any subsequent occurrence of an event described in clause substantially similar or related conduct and (viiY) above. For for purposes of this Agreementdefinition, no act or failure to act on Employee’s the part of Executive shall be considered “willful” unless it is the Board believes in good faith that such action or omission was done, or omitted to be done, by Employee Executive in bad faith or without the reasonable belief that EmployeeExecutive’s action or omission was in the best interests interest of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationCompany.

Termination by the Company for Cause. Notwithstanding The Company shall have the foregoing, the Company may right to terminate Employee’s employment under this Agreement at any time for 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: mean (i) fraud against Employee’s repeated failure, in the Company Groupreasonable judgment of the Company’s board of directors, which causes material harm to any member substantially perform his assigned duties or responsibilities as President and Funk 2024 Employment Agreement Page 3 of 12 Chief Executive Officer of the Company Groupas reasonably directed or assigned by the Company’s board of directors (other than a failure resulting from the Employee’s Disability); (ii) willful failure Employee engaging in knowing and intentional illegal conduct that was or any willful refusal is materially injurious to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this AgreementCompany; (iii) engaging in willful conduct (other than at Employee’s knowing violation of a federal or state law or regulation directly or indirectly applicable to the direction business of the Company) that causes material injury, monetary which violation was or otherwise, is reasonably likely to any member of be injurious to the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s dutiesCompany; (iv) conviction of, Employee’s material breach of the terms of any confidentiality agreement or invention assignment agreement between Employee and the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitudeCompany; (v) repeated misuse (following at least one written warning from the entry 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 order act of moral turpitude or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amendedfraud against, or the Securities Exchange Act misappropriation of 1934material property belonging to the Company, as amended (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 “Exchange Act”Company having the right to terminate Employee’s employment with the Company For Cause pursuant to this Subsection 6(a), other than provisions requiring (1) the maintenance Company’s board of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of directors must first provide written notice thereof, stating to Employee describing in reasonable detail the actions or omissions purporting basis upon which the Company would terminate Employee’s employment with the Company For Cause and the Employee must have had opportunity to constitute address the Company’s board of directors, with counsel, regarding such breach or violationalleged 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 cure, and upon remedy any such cure, such event shall not be deemed to be the alleged basis for a termination of Employee for “For Cause” termination. In the event Employee’s employment is terminated in accordance with this Subsection 6(a), unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available pay to Employee only with respect all amounts accrued through the Termination Date (as hereinafter defined), any unreimbursed expenses incurred pursuant to the first occurrence of the same event described in clause (viiSubsection 5(h) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure and any other benefits specifically provided to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive under any earned but unpaid Base Salary, paid as soon as practicable following terminationbenefit plan.

Termination by the Company for Cause. Notwithstanding Executive may be terminated for Cause (as defined below) by the foregoing, the Company may terminate Employee’s employment under this Agreement at any time for CauseCompany. “Cause” shall mean: mean (i) the willful, deliberate, or reckless failure of Executive to substantially perform his duties hereunder, (ii) the commission by the Executive of an act of fraud against the Company GroupCompany, which causes material harm to any member Subsidiary or Affiliate, or any customer, client, vendor or business partner of the Company Group; (ii) willful failure Company, any Subsidiary or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this AgreementAffiliate; (iii) engaging in willful conduct (the Executive knowingly or recklessly providing materially false information concerning the Company to the Board, the board or equivalent body of any Subsidiary or Affiliate, any governmental body, any regulatory agency, any lender or other than at the direction financing source, or any shareholder of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) substantial underperformance by the Executive as evidenced by the Company and its Subsidiaries and Affiliates (on a consolidated basis) falling more than 50% below performance parameters established in good faith by the Board, provided, the initial parameters for performance shall be set by the Board within the first nine months from the date of this Agreement, and, reviewed and updated on a yearly basis by January 31 of each year thereafter; provided, further, in setting performance parameters the Board shall take into consideration, among other matters, the capitalization of the Company, the performance of similarly sized insurance companies, and the performance of the Company’s industry as a whole; (v) Executive’s engaging in willful and serious misconduct that has caused, or could reasonably be expected to result, in material injury to the business, prospects, operations or reputation of the Company or any of its Subsidiaries or Affiliates; (vi) Executive’s conviction of, or the entering of a plea of guilty or nolo contenderecontendere to, by Employee to a financial crime that constitutes a felony (felony; or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) failure to in any material respect perform Executive’s duties as assigned to Executive by the Board from time to time (after a written warning and a 10 day opportunity to cure) or any other material breach of the terms, covenants or representations of this Agreement or any agreement other Agreement between Employee the Executive, on the one hand, and any member of the Company Group; or (viii) a willful violation any of its Subsidiaries or Affiliates on the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationother.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may immediately terminate Employeethe Executive’s employment under this Agreement hereunder at any time for CauseCause (as defined below). “Cause” shall mean: mean (i) fraud against the Company Group, which causes material harm to any member continued failure of the Company Group; Executive substantially to perform his duties hereunder or his negligent performance of such duties (other than any such failure due to the Executive’s physical or mental illness), (ii) willful failure the Executive having engaged in misconduct that has caused or is reasonably expected to result in material injury to the Company or any willful refusal of its Subsidiaries, (iii) a material violation by the Executive of a Company policy, (iv) the breach by the Executive of any of his material obligations hereunder or under any other written agreement or covenant with the Company or any of its Subsidiaries, (v) a material failure by the Executive to implement timely comply with a lawful direction or undertake the lawful directives of instruction given to him by the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; Chief Executive Officer, (iiivi) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction Executive having been convicted of, or the entering of a plea of guilty or nolo contenderecontendere to, by Employee to a financial crime that constitutes a felony or a misdemeanor involving moral turpitude (or comparable crime in any state-law equivalentjurisdiction that uses a different nomenclature), including any offense involving dishonesty as such dishonesty relates to the Company’s assets or business or the theft of Company property and (vii) the Executive’s insobriety or involves moral turpitude; use of illegal drugs, chemicals or controlled substances either (A) in the course of performing the Executive’s duties and responsibilities under this Agreement, or (B) otherwise affecting the ability of the Executive to perform the same. In the event of litigation concerning the Company’s termination of Executive for Cause, the Company shall prove that it terminated the Executive for Cause by a standard of clear and convincing evidence. In the case of a termination for Cause as described in clauses (i), (ii), (iii), (iv) and (v) of this Section, the entry of any order Board or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940Chief Executive Officer, as amendedapplicable, shall give the Executive written notice of its or his intention to terminate him for Cause, such notice to state in detail the Securities Exchange Act of 1934, as amended (particular circumstances that constitute the “Exchange Act”), other than provisions requiring grounds on which the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee proposed termination for Cause is based. The Executive shall have ten (10) business days days, after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute receiving such breach or violationspecial notice, to curecure such grounds, and upon to the extent such curecure is possible. If he fails to cure such grounds to the Board’s reasonable satisfaction, such event the Executive shall not thereupon be deemed to be the basis for a termination of Employee terminated for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following termination.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may immediately terminate Employeethe Executive’s employment under this Agreement hereunder at any time for CauseCause (as defined below). “Cause” shall mean: mean (i) fraud against the Company Group, which causes material harm to any member continued failure of the Company Group; Executive substantially to perform his duties hereunder or his negligent performance of such duties (other than any such failure due to the Executive’s physical or mental illness), (ii) willful failure the Executive having engaged in misconduct that has caused or is reasonably expected to result in material injury to the Company or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; its Subsidiaries, (iii) engaging in willful conduct (other than at a material violation by the direction Executive of the Company) that causes material injurya Company policy, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction the breach by the Executive of any of his material obligations hereunder or under any other written agreement or covenant with the Company or any of its Subsidiaries, (v) a material failure by the Executive to timely comply with a lawful direction or instruction given to him by the Board, the Chairman of the Audit Committee or the Company’s Chief Executive Officer, (vi) the Executive having been convicted of, or the entering of a plea of guilty or nolo contenderecontendere to, by Employee to a financial crime that constitutes a felony or a misdemeanor involving moral turpitude (or comparable crime in any state-law equivalentjurisdiction that uses a different nomenclature), including any offense involving dishonesty as such dishonesty relates to the Company’s assets or business or the theft of Company property and (vii) the Executive’s insobriety or involves moral turpitude; use of illegal drugs, chemicals or controlled substances either (A) in the course of performing the Executive’s duties and responsibilities under this Agreement, or (B) otherwise affecting the ability of the Executive to perform the same. In the event of litigation concerning the Company’s termination of Executive for Cause, the Company shall prove that it terminated the Executive for Cause by a standard of clear and convincing evidence. In the case of a termination for Cause as described in clauses (i), (ii), (iii), (iv) and (v) of this Section, the entry of any order Board or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940Chief Executive Officer, as amendedapplicable, shall give the Executive written notice of its or his intention to terminate him for Cause, such notice to state in detail the Securities Exchange Act of 1934, as amended (particular circumstances that constitute the “Exchange Act”), other than provisions requiring grounds on which the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee proposed termination for Cause is based. The Executive shall have ten (10) business days days, after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute receiving such breach or violationspecial notice, to curecure such grounds, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and extent such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause is possible (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted as reasonably determined by the Board or based upon in its sole discretion). If he fails to cure such grounds to the advice of counsel for Board’s reasonable satisfaction, the Company Executive shall thereupon be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination terminated for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following termination.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employee’s employment under this Agreement at any time effective immediately for Cause. As used in this Agreement, “Cause” shall meanmeans the occurrence of any one or more of the following events: (i) fraud against the Company Group, which causes material harm Employee’s failure to perform Employee’s duties (other than any member of the Company Groupsuch failure resulting from incapacity due to physical or mental illness); (ii) willful failure or any willful refusal to implement or undertake the lawful directives of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreementembezzlement, misappropriation or fraud, whether or not related to Employee’s employment with Company; (iii) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, of or the entering of a plea of guilty or nolo contendere, by Employee contendere to a financial crime that constitutes a felony (or any state-law equivalent) or involves other crime involving moral turpitude; (iv) Employee’s engaging in dishonesty, illegal conduct or gross misconduct which is in each case injurious to the Company or its affiliates as determined by the Company in its discretion; (v) the entry of Employee’s insubordination or failure or refusal to comply with any order or consent decree, whether or not liability is admitted or denied, by the Securities lawful and Exchange Commission against Employee in respect of charges that Employee violated any provision reasonable instructions of the Investment Company Act of 1940Company’s CEO, as amendedPresident, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and recordsofficer or designee to whom Employee reports; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities Employee’s material breach of any member of Employee’s obligations under this Agreement or any other agreement to which Employee and the Company Groupare parties; (vii) a Employee’s material breach of any of the terms, covenants Company’s policies; (viii) Employee’s use of alcohol or representations drugs which interferes with the performance of this Agreement Employee’s duties for the Company or any agreement between Employee and any member which compromises the integrity or reputation of the Company Groupas determined by the Company in its discretion; (ix) Employee’s failure to work on a full-time basis in fulfilling Employee’s employment duties, except for periods in which Employee is absent for scheduled vacations, or for sickness, injury or other authorized leaves of absence; or (viiix) a willful violation of Employee’s engaging in any conduct tending to damage the written rules goodwill or policies of any member reputation of the Company Group, which causes material harm to any member of as determined by the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationits discretion.

Termination by the Company for Cause. Notwithstanding the foregoing, the Company may terminate Employee’s 's employment under this Agreement may be terminated by the Company at any time for Cause. “Only the following actions, failures, or events by or affecting Employee shall constitute "Cause” shall mean" for termination of Employee by the Company: (i) fraud against 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 Company GroupBoard, which causes material harm demand identifies with reasonable specificity the manner in which Employee has not substantially performed his duties, and Employee's failure to any member comply with such demand within a reasonable time, which shall not be less than thirty (30) days after Employee's receipt of the Company Groupsuch demand; (ii) willful failure the engaging by Employee in gross misconduct or gross negligence materially injurious to the Group or any willful refusal to implement or undertake the lawful directives Group Company, which if capable of being cured, is not cured within thirty (30) days of written notice thereof from the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with to Employee’s duties under this Agreement; (iii) engaging in willful conduct (the breach by Employee of confidentiality obligations imposed by this Agreement or of any other than at the direction of restrictive covenant between Employee and the Company) that causes material injury, monetary the Parent Company or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s dutiesGroup Company; (iv) the commission of any willful act that is materially detrimental to the best interests of the Group or any Group Company, which if capable of being cured, is not cured within thirty (30) days of written notice thereof from the Board to Employee; (v) Employee's conviction of, or the entering of a plea of guilty or nolo contendere, by Employee contendre to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decreefelony, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) Employee's fraud, theft, misappropriationcausing or threatening physical harm, embezzlement or conversion of the assets or opportunities of any member of the Company Groupdamaging Group property; (vii) a Employee's material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member written policy of the Company Groupor the Parent Company; (viii) Employee is prohibited or disqualified by law from holding any office in the Company, the Parent Company, any Associated Undertaking or any other company; or (viiiix) a willful violation any of the written rules warranties and representations in Section [15] are, or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided thatbecome, in the case reasonable opinion of the occurrence of an event described in clause (vii) Board, materially inaccurate, untrue or (viii) above, Employee shall have ten (10) business days after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute such breach or violation, to cure, and upon such cure, such event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) abovemisleading. For purposes of this Agreement, no act No action or failure to act on Employee’s 's part shall will be considered “"willful” " unless it is done, or omitted to be done, by Employee in bad done without the good faith or without reasonable belief that Employee’s such action or omission was in the best interests of the Company, or if it is done upon the advice of Company Groupcounsel. Any act or failure Prior to act based upon authority given pursuant to any termination of Employee for Cause, there shall have been a resolution duly adopted by the vote of not less than a majority of the members of the Board who are not excluded from voting on such resolution for conflicts of interest or based upon other similar reasons finding that the advice of counsel Company has Cause for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests termination of the Company Group. In the event employment of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationunder this Agreement.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may immediately terminate this Agreement and Employee’s employment under this Agreement at any time with the Company for Cause, which shall be effective upon delivery by the Company of written notice to Employee of such termination, subject to any cure period as required herein. For purposes of this Agreement, “Cause” shall mean, with respect to the Employee, one or more of the following: (i) fraud against the Company Groupconviction of the Employee of the commission of a felony or other crime involving moral turpitude (including pleading guilty or no contest to such crime), which causes material harm to any member whether or not such felony or other crime was committed in connection with the business of the Company Group; (ii) the commission of any act or omission involving gross negligence, willful failure misconduct, moral turpitude, misappropriation, embezzlement, dishonesty, or any willful refusal to implement or undertake fraud in connection with the lawful directives performance of the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreementand responsibilities hereunder; (iii) engaging in willful conduct (other than reporting to work under the influence of alcohol or illegal drugs, the use of illegal drugs at the direction workplace, or other conduct causing the Company Group public disgrace or disrepute or significant economic harm, whether in conjunction with the performance of Employee’s duties on behalf of the Company) that causes material injury, monetary Company Group or otherwise, ; (iv) the commission of any act or omission which is significantly injurious to any member of the Company Group, or that reflects adversely on any member monetarily, as determined in the reasonable discretion of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitudeBoard; (v) the entry of any order willful failure or consent decree, whether or not liability is admitted or denied, refusal to perform material duties and responsibilities as reasonably directed by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940, as amended, CEO or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and recordsBoard; (vi) theft, misappropriation, embezzlement any act or conversion omission deliberately aiding or abetting a competitor of the assets Company Group to the disadvantage or opportunities of any member detriment of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of applicable fiduciary duty to the Company Group; or (viii) a willful violation any other material breach of this Agreement. The Company shall not have the written rules or policies of any member of the Company Groupright to terminate for Cause under subsections (iii), which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (viiv) or (viii) above, of this Section 4(d) unless and until the Company provides Employee shall have ten (10) business days after receipt of written notice thereofcontaining detailed reasons for the Cause termination and at least ten 10 days to cure any act or omission constituting Cause pursuant to such subsections prior to the effective termination date, stating provided however that the act or omission is, in reasonable detail the actions or omissions purporting to constitute such breach or violationfact, to cure, and upon such cure, such curable. In no event shall not be deemed to be the basis for a termination of Employee for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that have more than one cure opportunity with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence recurrence of the same event described in clause or similar actions or inactions constituting Cause. (viie) above, Termination as a Result of Death or Disability of Employee. This Agreement and such cure period the Employee’s employment with the Company shall not terminate automatically upon the date of the Employee’s death without notice by or to either Party. This Agreement and the Employee’s employment with the Company shall be available terminated upon thirty (30) days’ written notice by the Company to the Employee with respect to any subsequent occurrence of an event described in clause (vii) abovethat the Company has made a good faith determination that the Employee has a Disability. For purposes of this Agreement, no act “Disability” means the incapacity or failure inability of the Employee, whether due to act on accident, sickness or otherwise, as confirmed in writing by a medical doctor acceptable to the Company, to perform the essential functions of the Employee’s part shall be considered “willful” unless it is doneposition under this Agreement, or omitted to be done, by Employee in bad faith with or without reasonable belief that accommodation, for an aggregate of ninety (90) days during any twelve (12) month period of the Employee’s action or omission was in employment with the best interests of the Company GroupCompany. Any act or failure to act based upon authority given pursuant to a resolution duly adopted Upon written request by the Board or based upon Company, the advice of counsel for the Company shall be conclusively presumed to be doneEmployee shall, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationpracticable, provide the Company with medical documentation and other information sufficient to enable the Company to determine whether the Employee has a Disability. 5.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may immediately terminate Employee’s the Executive's employment under this Agreement hereunder at any time for CauseCause (as defined below). “Cause” "CAUSE" shall mean: mean (iI) fraud against the continued failure of the Executive substantially to perform his duties hereunder or his negligent performance of such duties (other than any such failure due to the Executive's physical or mental illness), (II) the Executive having engaged in misconduct that has caused or is reasonably expected to result in material injury to the Company Groupor any of its Subsidiaries, which causes (III) a material harm to violation by the Executive of a Company policy, (IV) the breach by the Executive of any member of his material obligations hereunder or under any other written agreement or covenant with the Company Group; (ii) willful failure or any willful refusal of its Subsidiaries, (V) a material failure by the Executive to implement timely comply with a lawful direction or undertake the lawful directives of instruction given to him by the Board or such other supervisor as may be assigned by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; Chief Executive Officer, (iiiVI) engaging in willful conduct (other than at the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company Group, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction Executive having been convicted of, or the entering of a plea of guilty or nolo contenderecontendere to, by Employee to a financial crime that constitutes a felony or a misdemeanor involving moral turpitude (or comparable crime in any state-law equivalentjurisdiction that uses a different nomenclature), including any offense involving dishonesty as such dishonesty relates to the Company's assets or business or the theft of Company property and (VII) the Executive's insobriety or involves moral turpitude; use of illegal drugs, chemicals or controlled substances either (A) in the course of performing the Executive's duties and responsibilities under this Agreement, or (B) otherwise affecting the ability of the Executive to perform the same. In the event of litigation concerning the Company's termination of Executive for Cause, the Company shall prove that it terminated the Executive for Cause by a standard of clear and convincing evidence. In the case of a termination for Cause as described in clauses (i), (ii), (iii), (iv) and (v) of this Section, the entry of any order Board or consent decree, whether or not liability is admitted or denied, by the Securities and Exchange Commission against Employee in respect of charges that Employee violated any provision of the Investment Company Act of 1940Chief Executive Officer, as amendedapplicable, shall give the Executive written notice of its or his intention to terminate him for Cause, such notice to state in detail the Securities Exchange Act of 1934, as amended (particular circumstances that constitute the “Exchange Act”), other than provisions requiring grounds on which the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viii) a willful violation of the written rules or policies of any member of the Company Group, which causes material harm to any member of the Company Group, provided that, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee proposed termination for Cause is based. The Executive shall have ten (10) business days days, after receipt of written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute receiving such breach or violationspecial notice, to curecure such grounds, and upon to the extent such curecure is possible. If he fails to cure such grounds to the Board's reasonable satisfaction, such event the Executive shall not thereupon be deemed to be the basis for a termination of Employee terminated for Cause, unless the Company acting in good faith, otherwise determines that such occurrence is not reasonably subject to being cured; provided, however, that with respect to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period shall not be available to Employee with respect to any subsequent occurrence of an event described in clause (vii) above. For purposes of this Agreement, no act or failure to act on Employee’s part shall be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following termination.

Termination by the Company for Cause. Notwithstanding the foregoing, the The Company may terminate Employeethe Executive’s employment under this Agreement hereunder at any time for Cause. For purposes of this Agreement, “Cause” shall mean: mean a termination of employment of the Executive by the Company due to (i) the commission by the Executive of an act of fraud or embezzlement against the Company Groupor any of its subsidiaries or the conviction of the Executive in a court of law, which causes or guilty plea or no contest plea, of any charge involving an act of fraud or embezzlement that is material harm to any member (including the willful and unauthorized disclosure of information of the Company Group; or any of its subsidiaries which the Executive knows or should know to be material, confidential and proprietary to the Company or any of its subsidiaries, which results, or could reasonably have been expected to result, in material financial loss to the Company or any of its 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) the willful misconduct of the Executive as an employee of the Company 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 willful refusal of its subsidiaries in accordance with the Executive’s employment, which failure amounts to implement or undertake the lawful directives a material neglect of the Board 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 such other supervisor as may be assigned failure and a reasonably detailed explanation has been presented by the Company Group when such directives are materially consistent with Employee’s duties under this Agreement; (iii) engaging in willful conduct (other than at to the direction of the Company) that causes material injury, monetary or otherwise, to any member of the Company GroupExecutive, or that reflects adversely on any member of the Company Group, or that materially affects Employee’s ability to perform Employee’s duties; (iv) conviction of, or the entering of a plea of guilty or nolo contendere, by Employee to a financial crime that constitutes a felony (or any state-law equivalent) or involves moral turpitude; (v) the entry of any order or consent decree, whether or not liability is admitted or denied, a willful breach by the Securities and Exchange Commission against Employee Executive of a regulatory rule in respect of charges which he has a personal compliance obligation that Employee violated any provision of materially adversely affects the Investment Company Act of 1940, as amendedExecutive’s ability for a sustained period to perform his duties to the Company, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than provisions requiring the maintenance of proper books and records; (vi) theft, misappropriation, embezzlement or conversion of the assets or opportunities of any member of the Company Group; (vii) a willful material breach of the terms, covenants or representations of this Agreement or any agreement between Employee and any member of the Company Group; or (viiicovenants in subsections 3(a) a willful violation of and 3(b) and Sections 11 and 12 hereof by the written rules or policies of any member of the Company GroupExecutive, which causes material harm to any member of the Company Groupbreach is not cured, provided thatif curable, in the case of the occurrence of an event described in clause (vii) or (viii) above, Employee shall have ten (10) business within 30 days after receipt of a written notice thereof, stating in reasonable detail the actions or omissions purporting to constitute of such breach or violation, is delivered to cure, and upon such cure, such event the Executive. The Executive shall not be deemed to be have been terminated for Cause unless the Company shall have given or delivered to the Executive (1) reasonable notice setting forth in reasonable detail the facts and circumstances claimed to provide a basis for a termination of Employee for Cause, unless and (2) a reasonable opportunity for the Company acting in good faithExecutive, otherwise determines that such occurrence is not reasonably subject together with his counsel, to being curedrequest reconsideration by and be heard before the Board, provided; provided, however, that with respect such notice and opportunity to the occurrence of an event described in clause (vii) above, the foregoing cure period shall be available to Employee only with respect to the first occurrence of the same event described in clause (vii) above, and such cure period heard shall not be available 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 Employee be heard” in connection with respect any determination by the Board as to any subsequent occurrence whether Cause exists, 10 business days’ notice of an event described in clause the Board meeting shall be deemed to constitute “reasonable notice” (vii) abovewithout prejudice to the determination of whether some other period would also constitute “reasonable notice”), and the opportunity for the Executive and his 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 act, or failure to act act, on Employeethe Executive’s part shall be considered deemed “willful” unless it is done, or omitted to be done, by Employee the Executive not in bad good faith or and without reasonable belief that Employeethe Executive’s action or omission was in the best interests interest of the Company Group. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company Group. In the event of Termination for Cause, Employee shall be entitled to receive any earned but unpaid Base Salary, paid as soon as practicable following terminationCompany.