Common use of Cause Clause in Contracts

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” shall mean Employee’s (i) gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan).

Cause. The Company may terminate Employee’s employment hereunder for Cause at any time by written notice at to the Executive terminate the Agreement for “Cause” (as defined below) and, upon such termination, this Agreement shall terminate and the Executive shall be entitled to receive no further amounts or benefits hereunder, except for any timeBase Salary earned but not paid prior to such termination and any other amounts required to be paid under applicable law. For the purposes of this Agreement, the term “Cause” shall mean Employee’s means: (i) gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive continued neglect by the Executive of the Company; Executive’s duties hereunder, (ii) abuse of continued incompetence or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; unsatisfactory attendance, (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, any felony, (iv) violation of the rules, regulations, procedures or instructions relating to the conduct of employees, directors, officers and/or consultants of the Company, (v) willful misconduct by the Executive in connection with the performance of any material portion of the Executive’s duties hereunder, (vi) breach of fiduciary obligation owed to the Company or commission of any act of fraud, embezzlement, disloyalty or defalcation, or usurpation of a felony Company opportunity, (vii) breach of any provision of this Agreement, including any non-competition, non-solicitation and/or confidentiality provisions hereof, (viii) any act that has a material adverse effect upon the reputation of and/or the public confidence in the Company, (ix) failure to comply with a reasonable order, policy or rule that constitutes material insubordination, (x) engaging in any discriminatory or sexually harassing behavior, or (xi) using, possessing or being impaired by or under the influence of illegal drugs or the abuse of controlled substances or alcohol on the premises of the Company or any serious crime; provided that, of its subsidiaries or affiliates or while working or representing the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes or any of its subsidiaries or affiliates. A termination for Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Causeany or the events described in clauses (i), (ii), (iv), and (ix) shall only be effective on fifteen (15) days advance written notification, providing Executive the opportunity to cure, if reasonably capable of cure within said 15-day period; provided, however, that no such notification is required if the Cause event is not reasonably capable of cure or the Board determines that its fiduciary obligation requires it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company to effect a termination of Executive for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)immediately.

Cause. The Company may terminate Employeethe Executive’s employment hereunder for Cause by written notice at any time, with Cause. For purposes of this Agreement, the term “Cause” shall mean Employee’s the occurrence of any of the following: (i) gross negligence the Executive’s failure (except where due to a disability contemplated by subsection (b) hereof), neglect or willful failure refusal to perform his duties hereunder hereunder, (ii) any breach of this Agreement by the Executive (or any grossly negligent, willful refusal or intentional act of the Executive) that injures the reputation or business of the Company or its affiliates in any material respect; (iii) material breach by the Executive of his obligations under this Agreement; (iv) Executive’s gross negligence in the performance or intentional, material nonperformance (continuing for ten (10) days after receipt of written notice of need to follow cure) of any lawful directive of Executive’s material duties and responsibilities hereunder; (v) Executive’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company; (iivi) abuse the Executive’s indictment of, conviction of, or pleading of no contest to a felony or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunderany misdemeanor involving fraud; (iiivii) the commission by the Executive of any fraud, an act of fraud or embezzlement, theft or dishonesty, or any deliberate other act involving the misappropriation of money funds or other assets of the Companyassets; or (ivviii) breach of any term of this Agreement, including, without limitation, chronic alcohol abuse or illegal drug use by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful Executive. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in bad good faith to and in the detriment best interests of the Company; . Cause shall not exist pursuant to clause (vii), (ii), (iii) willful failure or (iv) of this Section 6(c) unless the Executive has failed to cooperate in good faith with a governmental or internal investigation correct the activity alleged to constitute Cause within ten (10) days following written notice from the Company of such activity, which notice shall specifically set forth the nature of such activity and the corrective action reasonably sought by the Company. Notwithstanding the foregoing, the termination of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that EmployeeExecutive’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change be pursuant to the action of Control (as defined the Board of Directors, taken in conformity with the Bylaws of the Company. In the event of Executive’s 2016 Omnibus Incentive Compensation Plan)termination for Cause as set forth above, Executive shall not be entitled to any severance compensation.

Cause. The Company may Holdings shall be entitled to terminate Employee’s Executive's employment hereunder for Cause by "Cause" without prior written notice at any timenotice. For purposes of this Agreement, the term “"Cause” " shall mean Employee’s mean: (i) wrongful misappropriation of Holdings' or any of its Subsidiaries' assets of a material value; (ii) alcoholism or drug addiction, any of which materially impairs the ability of Executive to perform his duties and responsibilities hereunder or is seriously injurious to the business of Holdings and its Subsidiaries; (iii) the conviction of, or pleading "guilty" or "no contest" to, a felony; (iv) intentionally causing Holdings or any of its Subsidiaries to violate a material local state or federal law in any material respect; (v) gross negligence or willful failure to perform his duties hereunder misconduct in the conduct or willful refusal to follow any lawful directive management of the Company; Holdings and its Subsidiaries not remedied within thirty (ii30) abuse days after receipt of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates from Holdings which materially affects Holdings or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Companyits Subsidiaries; (vi) willful failure refusal to cooperate in good faith comply with a governmental any significant, lawful and proper policy, directive or internal investigation decision of the Company Board in furtherance of a legitimate business purpose or willful refusal to perform the duties reasonably assigned to Executive by the Board consistent with Executive's functions, duties and responsibilities set forth in Section 2, in each case, in any material respect, and only if not remedied within thirty (30) days after receipt of its directors, managers, officers written notice from Holdings; or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code breach by Executive of conduct or ethics policy; and this Agreement, in any material respect, not remedied within thirty (viii30) conviction of, or plea days after receipt of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing from Holdings. In the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided event of a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for "with Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause " pursuant to this the provisions of clauses (i) through (vii) above, inclusive, Executive shall be entitled to no severance or other termination benefits, except as provided in Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan9(a).

Cause. The Company may terminate Employee’s Executive's employment hereunder for Cause "Cause," effective as of the date of the Notice of Termination (as defined in Section 6 below) and as evidenced by written notice at any timea resolution adopted in good faith by a majority of the independent members of the Board, subject to the payment by the Company to Executive of the benefits provided in Section 7(a) hereof. For "Cause" shall mean, for purposes of this Agreementagreement: (A) an act of fraud or embezzlement against the Company or any affiliate thereof or an unauthorized disclosure of Confidential Information (as defined in Section 10 below) of the Company, the term “Cause” shall mean Employee’s (i) gross negligence or in each case which is willful failure and results in material damage to perform his duties hereunder or willful refusal to follow any lawful directive of the Company; (iiB) abuse of or dependency on alcohol or drugs after written notice thereof and a reasonable opportunity to cure (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission if such misconduct is susceptible to cure by Executive), any material, willful and knowing violation by Executive of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company or of the Company's written corporate code of conduct as in effect on the date hereof, which has, or was intended to have, a material adverse impact on the Company; (vC) any willful act, or failure to act, in bad faith self-dealing with respect to the detriment Company's assets, properties or business opportunities which in any case is intended to result in the substantial personal enrichment of Executive (or another person or entity related to Executive) at the expense of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viiiD) conviction of, (or a plea of nolo contendere to, ) a felony (other than traffic-related offenses or any serious crimeas a result of vicarious liability); provided that, (E) willful misconduct as an employee of the Company will provide Employee with that results in material damage to the Company or its reputation and continues after written notice describing the facts thereof and circumstances that a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive); or (F) willful failure, after written notice from the Company believes constitutes Cause andspecifying the details of such failure, to attempt to (x) perform Executive's duties in cases where cure is possibleaccordance with Section 2 hereof, Employee or (y) follow the legal and reasonable written directions of the Board, which failure amounts to gross neglect in the performance of his duties to the Company. No action or inaction shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than deemed willful if not demonstrably willful and if taken or not taken by the Company for Cause, it is determined Executive in good faith by as not being adverse to the Reporting Person that Employee’s employment could have been terminated by best interests of the Company. Reference in this paragraph to the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election shall also include direct and indirect subsidiaries of the Reporting Person at any Company, and materiality and material adverse impact shall be measured based on the action or inaction and the impact upon the Company taken as a whole. The Company may suspend, with pay, the Executive upon Executive's indictment for the commission of a felony as described under clause (D) above. Such suspension may remain effective until such time up to two years after Employee’s termination as the indictment is either dismissed or a verdict of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have not guilty has been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)entered.

Cause. The Company Notwithstanding any other provisions of this Agreement, Bank and/or Corporation may terminate EmployeeExecutive’s employment hereunder for Cause by written notice at any time. For purposes of “Cause.” As used in this Agreement, the term “Cause” Bank and/or Corporation shall mean Employeehave Cause to terminate Executive’s employment hereunder upon: (i) gross negligence or the willful failure by Executive to substantially perform his duties hereunder (other than a failure resulting from Executive’s incapacity because of physical or willful refusal to follow any lawful directive of the Companymental illness, as provided in Section 12(b) hereof); (ii) abuse of the willful engaging by Executive in misconduct injurious to Corporation or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunderBank; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets the willful violation by Executive of the Companyprovisions of Sections 3, 8, 9 or 11 hereof; (iv) breach the dishonesty or gross negligence of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of Executive in the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach performance of his fiduciary duties to the Companyduties; (v) any willful act, or failure to act, in bad faith to the detriment breach of the CompanyExecutive’s fiduciary duty involving personal profit; (vi) willful failure to cooperate in good faith with a governmental the violation of any law, rule or internal investigation of the Company regulation governing banks or bank officers or any of its directors, managers, officers or employees, if the Company requests his cooperationfinal cease and desist order issued by a bank regulatory authority; (vii) conduct on the part of Executive which brings public discredit to Corporation or Bank; (viii) unlawful discrimination by Executive, including harassment against Corporation’s or Bank’s employees, customers, business associates, contractors or visitors; (ix) theft or abuse by Executive of Corporation’s or Bank’s property or the property of Corporation’s or Bank’s customers, employees, contractors, vendors or business associates; (x) failure of Executive to follow the Companygood faith lawful instructions of the Board of Directors of Corporation or Bank with respect to its operations and a failure to cure such violation within five (5) working days of notice from the Board of Directors of such failure; (xi) the direction or recommendation of a state or federal bank regulatory authority to remove Executive’s code position with Corporation and/or Bank as identified herein; (xii) any final removal or prohibition order to which Executive is subject, by a federal banking agency pursuant to Section 8(e) or Section 8(g) of conduct the Federal Deposit Insurance Act, or ethics policya state banking agency pursuant to Pennsylvania Law; and (viiixiii) Executive’s conviction of, of or plea of guilty or nolo contendere toto a felony, crime of falsehood or a felony crime involving moral turpitude, or the actual incarceration of Executive; (xiv) any act of fraud, misappropriation or personal dishonesty; (xv) insubordination; (xvi) misrepresentation of a material fact, or omission of information necessary to make the information supplied not materially misleading, in an application or other information provided by Executive to Bank or Corporation or any serious crimerepresentative of Bank or Corporation in connection with Executive’s employment with Bank or Corporation; provided that, (xvii) the Company will provide Employee with written notice describing existence of any material conflict between the facts interests of Corporation and circumstances Executive that the Company believes constitutes Cause and, is not disclosed in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent writing by Executive to Employee’s termination of employment hereunder for any reason other than Bank or Corporation and approved in writing by the Company for Cause, it Board of Directors of Bank or Corporation; or (xviii) an action by Executive that is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise clearly contrary to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change best interests of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)Bank or Corporation.

Cause. The Company may terminate EmployeeExecutive’s employment hereunder may be terminated by the Company immediately for Cause Cause. Any of the following actions by written notice at any time. For purposes of this Agreement, the term Executive shall constitute “Cause” shall mean Employee’s ”: (i) gross negligence or The continued willful failure or refusal by Executive, after Executive has actually received written notice from the Board or the CEO of such failure or refusal, to perform his Executive’s material duties hereunder or willful refusal to follow any lawful directive obligations under this Agreement (other than as a result of Executive’s mental or physical incapacity or illness, as confirmed by medical evidence provided by a licensed physician mutually selected by the Company; Company and Executive (or Executive’s representatives)); (ii) abuse Any willfully, intentionally harmful or grossly negligent act by Executive having the effect of or dependency on alcohol or drugs materially injuring (illicit whether financially or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft the business or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation reputation of the Company or any of its directorssubsidiaries (other than acts that were performed in a good faith attempt to advance the business interests of the Company); (iii) Executive’s conviction of any felony involving moral turpitude (including entry of a guilty or nolo contendere plea); (iv) Executive’s qualification as a “bad actor,” as defined by 17 CFR 230.506(d); (v) The good faith determination by the Board, managers, officers or employees, if after a reasonable and good-faith investigation by the Company requests his cooperationor any of its subsidiaries that Executive engaged in some form of harassment prohibited by law (including, without limitation, harassment on the basis of age, sex or race) unless Executive’s actions were specifically directed by the Board; (vi) Any material misappropriation or embezzlement by Executive of the property of the Company or any of its subsidiaries (whether or not a misdemeanor or felony); or (vii) Breach by Executive of any material provision of this Agreement that is materially injurious to the Company or any of its subsidiaries. An act or failure to follow the Company’s code of conduct or ethics policy; and act shall not be “willful” if (viiii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than done by the Company for Cause, it is determined Executive in good faith by or (ii) Executive reasonably believed that such action or inaction was in the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election best interests of the Reporting Person at any time up to two years after Employee’s termination of employment but Company. Notwithstanding the foregoing, in no event more than six months shall Cause exist unless the Board has made a formal determination of Cause by majority vote and provided Executive with ten (10) days advance notice followed by the right to be heard in front of the entire Board followed by a second majority vote finding that Cause still exists. Such meeting of the Board can occur in person or via teleconference. If the circumstances surrounding Cause are reasonably curable, then Executive shall have the right to cure those circumstances over the next twenty (20) days. If the circumstances are not curable or if those circumstances still exist after the Reporting Person learns of the facts or events that could give rise to the termination for Causecure period has expired, then (and only then) shall Cause be deemed to have been terminated exist for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under purposes of this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)Agreement.

Cause. The Company may terminate EmployeeExecutive’s employment hereunder for Cause by written notice at any timeCause, in which event the date of termination of Executive’s employment shall be the Date of Termination. For purposes of this Agreement, the term “Cause” shall mean Employee’s (i) gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects EmployeeExecutive’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) material breach of any term of this Agreement, including(ii) Executive’s gross negligence in the performance or non-performance of any of Executive’s material duties or responsibilities hereunder, without limitation(iii) the refusal of Executive to implement or adhere to policies or directives of the Board Chief Executive Officer of Mutual Capital Holdings, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f)Inc., (iv) Executive’s dishonesty, fraud or willful misconduct with respect to, or any agreement governing any disparagement of, the business or affairs of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) conduct of a criminal nature or involving Moral Turpitude (as defined below) under the provisions of any willful actfederal, state or failure to act, in bad faith to the detriment of local laws or ordinance or transgression which may have an adverse impact on the Company; ’s reputation and standing in the community (as determined by the Company in good faith and fair dealing), and/or (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; Executive’s absence from work for five (vii5) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder consecutive days for any reason other than vacation, approved leave of absence (such approval not to be unreasonably withheld) or disability or illness pursuant to Company policy or law. For purposes of this Agreement, “Moral Turpitude” shall include the following: (i) that element of personal misconduct in the private and social duties which a person owes to his fellow human beings or to society in general, which characterizes the act done as an act of baseness, vileness or depravity, and contrary to the accepted and customary rule of right and duty between two human beings; (ii) conduct done knowingly contrary to justice, honesty or good morals; or (iii) intentional, knowing or reckless conduct causing bodily injury to another or intentional, knowing or reckless conduct which, by physical menace, puts another in fear of imminent serious bodily injury. No act or failure to act by Executive shall be considered for Cause unless the Company for Causehas given detailed written notice thereof to Executive and, it where remedial action is determined in good faith by feasible, Executive has failed to remedy the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts act or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control omission within sixty (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)60) days following written notice.”

Cause. The Company may terminate Employeethe Executive’s employment hereunder for Cause by written notice at any timeCause. For purposes of this AgreementAgreement (except as set forth below), the term “Cause” shall mean Employee’s that the Company, acting in good faith based upon the information then known to the Company, determines that the Executive has (i) gross negligence engaged in or committed willful failure misconduct; (ii) engaged in or committed theft, fraud or other illegal conduct; (iii) refused or demonstrated an unwillingness to substantially perform his duties hereunder for a 30-day period after written demand for substantial performance that refers to this paragraph and is delivered by the Company that specifically identifies the manner in which the Company believes the Executive has not substantially performed his duties; (iv) refused or demonstrated an unwillingness to reasonably cooperate in good faith with any Company or government investigation or provide testimony therein (other than such failure resulting from the Executive’s disability); (v) engaged in or committed insubordination; (vi) engaged in or committed any willful refusal act that is likely to follow any lawful directive and which does in fact have the effect of injuring the reputation or business of the Company; (iivii) abuse willfully violated his fiduciary duty or his duty of loyalty to the Company or dependency on the Company’s Code of Ethical Business Conduct in any material respect; (viii) used alcohol or drugs (illicit or otherwiseother than drugs prescribed to the Executive by a physician and used by the Executive for their intended purpose for which they had been prescribed) that adversely affects Employee’s in a manner which materially and repeatedly interferes with the performance of his duties hereunder; (iii) commission hereunder or which has the effect of any fraud, embezzlement, theft materially injuring the reputation or dishonesty, or any deliberate misappropriation of money or other assets business of the Company; or (ivix) engaged in or committed a material breach of any term this Agreement for a 30-day period after written notification is delivered by the Company that specifically refers to this paragraph and identifies the manner in which the Company believes the Executive has materially breached this Agreement. For purposes of this Agreementparagraph, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful no act, or failure to act, on the Executive’s part shall be considered willful unless done or omitted to be done, by him not in bad good faith to or without reasonable belief that his action or omission was in the detriment best interest of the Company; (vi) willful failure . Notwithstanding anything herein to cooperate in good faith with a governmental or internal investigation the contrary, for purposes of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder that occurs within the period that (i) begins with the first to occur of (1) the initial public announcement of a Specified Change of Control (as defined below), or (2) the 90th day preceding a Specified Change of Control and (ii) ends two years following such Specified Change of Control, “Cause” shall instead mean only the occurrence of either or both of the following: (A) the Executive’s conviction for any reason committing an act of fraud, embezzlement, theft, or other act constituting a felony (other than traffic related offenses or as a result of vicarious liability); or (B) the willful engaging by the Company for Cause, it Executive in misconduct that is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise significantly injurious to the termination for CauseCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause retroactively without delivery to the date the events giving rise to Cause occurred, provided that Executive of a notice of termination signed by the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change Chief Executive Officer or Chairman of Control (as defined the Board stating that in the Company’s 2016 Omnibus Incentive Compensation Plan)good faith opinion of the officer signing such notice, the Executive has engaged in or committed conduct of the nature described in this paragraph, and specifying the particulars thereof in detail.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” shall mean Employee’s mean: (i) Executive’s conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in a criminal proceeding (a) on a charge of any crime involving fraud, embezzlement, bribery, forgery, counterfeiting, extortion, dishonesty, or moral turpitude; or (b) on any felony or misdemeanor charge; (ii) any act or omission by Executive involving dishonesty, disloyalty, or fraud with respect to any of the LC Companies; (iii) Executive’s breach of fiduciary duty to any of the LC Companies; (iv) Executive’s substantial, willful, or repeated disregard of the lawful and reasonable directives of the Board clearly communicated in writing to Executive, provided that if such disregard is capable of remedy Executive shall have thirty (30) days from receipt of written notification of such disregard by the Company in which to remedy such disregard; (v) a breach by Executive of any non-solicitation or other restrictive covenant set forth in any agreement between Executive and any of the LC Companies, including any covenant in Article 4 hereof, provided that if such breach is capable of remedy, Executive shall have thirty (30) days from receipt of written notification of such disregard by the Company in which to remedy such disregard; (vi) Executive’s gross negligence or willful failure misconduct with respect to perform his duties hereunder or willful refusal to follow any lawful directive of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation LC Companies or equity compensation awards granted to Employee by the Companyits customers, its affiliates or any of their respective predecessors (the “Equity Compensation”)clients, or breach of his fiduciary duties to the Company; (v) any willful actcontractors, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperationand/or vendors; (vii) failure to follow the coming into effect of an order, ruling, or determination by a government body, court, or self-regulatory organization that imposes a bar or disqualification on Executive from employment with the Company (either permanently or for a period exceeding 180 days); (viii) violation of the Company’s code of conduct policies against unlawful discrimination and harassment; (ix) Executive’s repeated alcohol or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder substance abuse while performing services for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company; or (x) abandonment or gross dereliction of Executive’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)work duties.

Cause. The Company may shall be entitled to terminate Employeethe Executive’s employment hereunder for Cause by written notice at any time. “Cause.” For purposes of this Agreement, the term “Cause” shall mean Employee’s that the Executive: (i) gross negligence pleads “guilty” or “no contest” to or is convicted of an act which is defined as a felony under federal or state law or as a crime under federal or state law which involves Executive’s fraud or dishonesty; (ii) in carrying out his duties, engages in conduct that constitutes willful neglect or willful failure misconduct; provided such plea, conviction, neglect or misconduct results in material economic harm to the Company; (iii) fails to obtain or maintain required licenses in the jurisdiction where the Company currently operates or has plans to operate; (iv) willfully and intentionally fails to perform the material responsibilities of the Executive’s position, (v) engages in an act of dishonesty in the performance of his duties hereunder hereunder, (vi) harasses or willful refusal discriminates against the Company’s employees, customers, or vendors in violation of Company policies with respect to follow such conduct; (vii) engages in any lawful directive conduct that is reasonably likely to cause harm to the reputation of the Company; (iiviii) abuse of or dependency on alcohol or drugs makes a material disclosure as defined by Section 10(a)or (illicit or otherwiseix) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of materially breaches any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing . In the event any of the long-term incentive compensation occurrences in (i) through (ix) above have occurred, the Executive shall be given written notice by the Company of its intention to so terminate his employment, such notice; (i) to state in detail the particular act or equity compensation awards granted acts or failure or failures to Employee act that constitute the grounds on which the proposed termination for Cause is based and (ii) to be given within sixty (60) days after the Board knew of such acts or failures to act. In the event such notice is timely given by the Company, its affiliates or the Executive shall have thirty (30) days after the date that the notice is given in which to cure such conduct, to the extent such cure is possible. For the avoidance of doubt, any of their respective predecessors the occurrences constituting Cause set forth in clauses (the “Equity Compensation”i), or breach of his fiduciary duties to the Company; (ii) and (v) any willful act, above cannot be cured. No act or failure to actact on Executive’s part will be considered “willful” unless done, or omitted to be done by Executive not in bad good faith to and without reasonable belief that his action or omission was in the detriment best interests of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan).

Cause. (i) The Company may may, at its option (but only if authorized by the Board at a meeting, at least three business days prior notice of which has been given to the Executive), terminate Employeethe Executive’s employment hereunder under this Agreement for Cause by (as hereinafter defined) upon written notice at any timeto the Executive (the “Cause Notice”). For purposes The Cause Notice shall state the particular action(s) or inaction(s) giving rise to termination for Cause. If the Cause cited in the Cause Notice is of the type specified in clauses 4(c)(ii), (B), (C) or (D) below, the Executive shall have fifteen days after the Cause Notice is given to cure the particular action(s) or inaction(s), to the extent a cure is possible. If the Executive so effects a cure to the reasonable satisfaction of the Board, the Cause Notice shall be deemed rescinded and of no force or effect. The exercise of the right of the Company to terminate this Agreement pursuant to this Section 4(c) shall not abrogate the rights or remedies of the Company or the Executive in respect of the breach giving rise to such termination. If the Company terminates the Executive’s employment for Cause, all obligations of the Company hereunder shall cease, except that the Executive shall be entitled to the payments and benefits specified in Section 4(b) hereof. (ii) As used in this Agreement, the term “Cause” shall mean Employee’s (i) gross negligence any one or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive more of the Company; following: (iiA) abuse any intentional act of fraud, embezzlement or dependency on alcohol theft by the Executive or drugs (illicit Commission of a felony or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any crime involving fraud, embezzlement, theft or dishonesty, or misrepresentation; (B) any deliberate misappropriation of money or other assets willful misconduct of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing Executive resulting in a material loss to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates Company or any of their respective predecessors (the “Equity Compensation”)its subsidiaries, or breach of his fiduciary duties damage to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation reputation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperationsubsidiaries; (viiC) failure any willful refusal by the Executive to follow perform the Executive’s duties under this Agreement or to perform specific directives of the CEO or the Board which are consistent with the scope and nature of the Executive’s duties and responsibilities as set forth herein (other than such a refusal by Executive based on Executive’s good faith belief that compliance with the directive of the CEO or the Board in question would constitute a violation of law or a breach of fiduciary duty to the Company’s code of conduct ) or ethics policy; and (viiiD) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than intentional breach by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election Executive of any one or more of the Reporting Person at any time up to two years after Employee’s termination of employment but covenants contained in no event more than six months after the Reporting Person learns of the facts Section 6, 7 or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)8 hereof.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” shall mean Employee’s (i) gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive of the CompanyCEO or the Board; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan).

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” shall mean Employee’s a good faith determination by the Board (after providing the Executive with reasonable notice and an reasonable opportunity to be heard in person on the matter) that any of the following has occurred: (i) gross negligence the Executive’s material or willful habitual failure to follow the reasonable and lawful directions of any superior officer of the Company, provided the direction(s) is not materially inconsistent with the duties or responsibilities of the Executive’s position, or a material or habitual failure to perform his Executive’s duties hereunder with the Company (other than any such failure resulting from the Executive’s Disability) which failure is not cured within ten (10) days after a written demand for performance is delivered to the Executive by the Company which specifically identifies the manner in which the Company believes that the Executive has materially or willful refusal habitually failed to follow perform the Executive’s duties; (ii) the Executive’s indictment for, conviction of, or entry of a plea of guilty or nolo contendere or no contest with respect to: (a) any lawful directive felony, or any misdemeanor involving dishonesty or moral turpitude (including pleading guilty or nolo contendere to a felony or lesser charge which results from plea bargaining), whether or not such felony, crime or lesser offense is connected with the business of the Company, or (b) any crime connected with the business of the Company; (iiiii) abuse of the Executive’s engaging in any gross negligence or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s gross misconduct in connection with the performance of Executive’s duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonestywhich is, or any deliberate misappropriation of money or other assets of is likely to be, materially injurious to the Company, its financial condition, or its reputation; (iv) breach the Executive’s commission of or engagement in any term act of this Agreementfraud, includingmisappropriation, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f)material dishonesty, or any agreement governing any embezzlement, whether or not such act was committed in connection with the business of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) the Executive’s breach of fiduciary duty, breach of any willful actof the covenants set forth in Sections 6(a)(2) or 6(a)(3) of this Agreement, or failure to act, in bad faith to material breach of any other provisions of this Agreement; or (vi) the detriment Executive’s violation of the Company; (vi) willful failure to cooperate in good faith with ’s policy against harassment or its equal employment opportunity policy, a governmental or internal investigation material violation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of business conduct or ethics policy; and (viii) conviction of, a material violation of any other policy or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election procedure of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan).

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” shall mean Employee’s that one or more of the following has occurred: (i) gross negligence the Employee is convicted of a felony or willful failure pleads guilty or nolo contendere to perform his duties hereunder a felony (whether or willful refusal not with respect to follow any lawful directive of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if affiliates); (ii) a failure of the Employee to substantially perform his responsibilities and duties to the Company requests his cooperationwhich, to the extent curable, is not remedied within 10 days after the Employee’s receipt of written notice given by any member of the Board identifying the failure in reasonable detail and granting the Employee an opportunity to cure such failure within such 10 day period; (iii) the failure of the Employee to carry out or comply with any lawful and reasonable directive of the Board (or any committee of the Board), which, to the extent curable, is not remedied within 10 days after the Employee’s receipt of written notice given by or on behalf of the Company identifying the failure in reasonable detail and granting the Employee an opportunity to cure such failure within such 10 day period; (iv) the Employee engages in illegal conduct, any breach of fiduciary duty (if any), any act of material dishonesty or other misconduct, in each case in this clause (iv), against the Company or any of its affiliates; (v) a material violation or willful breach by the Employee of any of the policies or procedures of the Company, including, without any limitation, any employee manual, handbook or code of conduct of the Company which, to the extent curable, is not remedied within 10 days after the Employee’s receipt of written notice given by or on behalf of the Company identifying the violation or breach in reasonable detail and granting the Employee an opportunity to cure such violation or breach within such 10 day period; (vi) the Employee fails to meet any material obligation the Employee may have under any agreement entered into with the Company which, to the extent curable, is not remedied within 10 days after the Employee’s receipt of written notice given by any member of the Company identifying the failure in reasonable detail and granting the Employee an opportunity to cure such failure within such 10 day period; (vii) the Employee’s failure to follow maintain any required applicable license, permit or card required by the Company’s code federal or state authorities or a political subdivision or agency thereof (or the suspension, revocation or denial of conduct such license, permit or ethics policycard); and or (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination breach of employment hereunder for any reason non-compete, non-solicit, confidentiality or other than by restrictive covenant to which the Company for CauseEmployee may be subject, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s an employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts agreement or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)otherwise.

Cause. For purposes of this Agreement, “Cause” will mean: (i) the Executive’s willful and continued failure to substantially perform his material duties as an executive of the Company (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Board, (ii) the Executive’s willful misconduct, which is demonstrably and materially injurious to the Company, monetarily or otherwise, (iii) the Executive’s engaging in egregious misconduct involving serious moral turpitude to the extent that his creditability and reputation no longer conforms to the standard of senior executive officers of the Company (iv) the Executive’s conviction of, or plea of guilty or nolo contendere to, a felony, (v) the Executive’s material breach of a material written policy of the Company, (vi) the Executive’s failure to reasonably cooperate with any audit or investigation involving the Company or its business practices; or (vii) the Executive’s material breach of this Agreement. The Company may Board must give the Executive at least thirty (30) days written notice of its intent to terminate Employeehim for Cause, specifying the act(s) or omission(s) alleged to justify the for Cause termination, and an opportunity to cure such act(s) or omission(s), where feasible, within the thirty (30) day period. In addition, the Executive’s employment hereunder will be deemed to have terminated for Cause by written notice at any timeif, after the Executive’s employment has terminated, facts and circumstances are discovered that would have justified a termination for Cause. For purposes of this Agreement, the term “Cause” shall mean Employee’s (i) gross negligence no act or willful failure to perform act on the Executive’s part will be considered “knowing” or “willful” unless it is done, or omitted to be done, by him in bad faith or without reasonable belief that his duties hereunder action or willful refusal to follow any lawful directive omission was in the best interests of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful . Any act, or failure to act, based upon authority given pursuant to a resolution duly of the Board or based upon the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, in bad good faith to and in the detriment best interests of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in In no event more than six months after the Reporting Person learns of the facts or events that could give rise to the will a termination for Cause, be deemed to have been terminated occur for Cause retroactively to “Cause” unless such termination occurs within 90 days after the date Board becomes aware of the events circumstance or event giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)thereto.

Cause. The Company Employer may terminate Employee’s employment hereunder the Employment Term for Cause "Cause," based on objective factors determined in good faith by written notice at any timea majority of the Board as set forth in a Notice of Termination to Executive specifying the reasons for termination and the failure of the Executive to cure the same within ten (10) days after Employer shall have given the Notice of Termination; PROVIDED, HOWEVER, that in the event the Board in good faith determines that the underlying reasons giving rise to such determination cannot be cured, then the ten (10) day period shall not apply and the Employment Term shall terminate on the date that the Notice of Termination is given. For purposes of this Agreement, the term “"Cause” " shall mean Employee’s (i) gross negligence Executive's conviction of, guilty or willful failure to perform his duties hereunder no contest plea to, or willful refusal to follow any lawful directive confession of the Companyguilt of, a felony or other crime involving moral turpitude; (ii) abuse an act or omission by Executive in connection with his employment that constitutes fraud, criminal misconduct, breach of fiduciary duty, dishonesty, gross negligence, malfeasance, willful misconduct or dependency on alcohol other conduct that is materially harmful or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunderdetrimental to Employer; (iii) commission a material breach by Executive of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Companythis Agreement; (iv) breach of any term of a continuing or other material failure by Executive to perform such duties as are assigned to Executive by Employer in accordance with this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Companyother than a failure resulting from a Disability; (v) Executive's knowingly taking any willful act, action on behalf of Employer or failure any of its affiliates without appropriate authority to act, in bad faith to the detriment of the Companytake such action; (vi) willful failure to cooperate Executive's knowingly taking any action in good faith conflict of interest with a governmental or internal investigation of the Company Employer or any of its directors, managers, officers or employees, if the Company requests his cooperationaffiliates given Executive's position with Employer; and/or (vii) failure to follow the Company’s code commission of conduct or ethics policy; and (viii) conviction of, or plea an act of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee personal dishonesty by Executive in connection with written notice describing the facts and circumstances Employer that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)involves personal profit.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” shall mean Employee’s mean: (i) Executive’s conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in a criminal proceeding (a) on a charge of any crime involving fraud, embezzlement, bribery, forgery, counterfeiting, extortion, dishonesty, or moral turpitude; or (b) on any felony or misdemeanor charge; (ii) any act or omission by Executive involving dishonesty, disloyalty, or fraud with respect to any of the SFI; (iii) Executive’s breach of fiduciary duty to any of the SFI; (iv) Executive’s substantial, willful, or repeated disregard of the lawful and reasonable directives of the Board or the Compensation Committee clearly communicated in writing to Executive, provided that if such disregard is capable of remedy Executive shall have thirty (30) days from receipt of written notification of such disregard by the Company in which to remedy such disregard; (v) a breach by Executive of any non-solicitation or other restrictive covenant set forth in any agreement between Executive and any of the SFI, including any covenant in Article 4 hereof, provided that if such breach is capable of remedy, Executive shall have thirty (30) days from receipt of written notification of such disregard by the Company in which to remedy such disregard; (vi) Executive’s gross negligence or willful failure misconduct with respect to perform his duties hereunder or willful refusal to follow any lawful directive of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation SFI or equity compensation awards granted to Employee by the Companyits customers, its affiliates or any of their respective predecessors (the “Equity Compensation”)clients, or breach of his fiduciary duties to the Company; (v) any willful actcontractors, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperationand/or vendors; (vii) failure to follow the coming into effect of an order, ruling, or determination by a government body, court, or self-regulatory organization that imposes a bar or disqualification on Executive from employment with the Company (either permanently or for a period exceeding one hundred eighty (180) days); (viii) violation of the Company’s code of conduct policies against unlawful discrimination and harassment; (ix) Executive’s repeated alcohol or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder substance abuse while performing services for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company; or (x) abandonment or gross dereliction of Executive’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)work duties.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” shall mean Employeeshall mean that the Board, acting in good faith based upon the information then known to the Company, determines that Executive has (A) engaged in or committed willful misconduct; (B) engaged in or committed theft, fraud or other illegal conduct; (C) refused or demonstrated an unwillingness to substantially perform the Executive’s duties for a 30-day period after written demand for substantial performance that refers to this definition and is delivered by the Company or Apria that specifically identifies the manner in which the Company believes Executive has not substantially performed the Executive’s duties; (iD) gross negligence refused or demonstrated an unwillingness to reasonably cooperate in good faith with any Company or government investigation or investigation by the Company or its Subsidiaries or provide testimony therein (other than such failure resulting from Executive’s disability); (E) engaged in or committed insubordination; (F) engaged in or committed any willful failure act that is likely to perform his duties hereunder and which does in fact have the effect of injuring the reputation or willful refusal to follow any lawful directive business of the CompanyCompany or its Subsidiaries; (iiG) abuse willfully violated the Executive’s fiduciary duty or the Executive’s duty of loyalty to the Company or dependency on its Subsidiaries or the Code of Ethical Business Conduct of the Company or its Subsidiaries in any material respect; (H) used alcohol or drugs (illicit or otherwiseother than drugs prescribed to Executive by a physician and used by Executive for their intended purpose for which they had been prescribed) that adversely affects Employee’s in a manner which materially and repeatedly interferes with the performance of the Executive’s duties hereunderhereunder or which has the effect of materially injuring the reputation or business of the Company or its Subsidiaries; or (iiiI) commission engaged in or committed a material breach of this Agreement (including any fraud, embezzlement, theft or dishonesty, beach of the provisions of Appendix A) for a 30-day period after written notification is delivered by the Company that specifically refers to this definition and identifies the manner in which the Company believes Executive has materially breached this Agreement or any deliberate misappropriation of money or other assets employment agreement. For purposes of the Company; (iv) breach of any term foregoing sentence of this Agreementparagraph, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful no act, or failure to act, on Executive’s part shall be considered willful unless done or omitted to be done, by him not in bad good faith to or without reasonable belief that his action or omission was in the detriment best interest of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan).

Cause. The Company may Employer may, at its option, terminate Employee’s employment hereunder the Employment Term for Cause “Cause” based on objective factors determined in good faith by written notice at any timea majority of the Board as set forth in a Notice of Termination to Executive specifying the reasons for termination and the failure of the Executive to cure the same within ten (10) days after Employer shall have given the Notice of Termination; provided, however, that in the event the Board in good faith determines that the underlying reasons giving rise to such determination cannot be cured, then the ten (10) day period shall not apply and the Employment Term shall terminate on the date the Notice of Termination is given. For purposes of this Agreement, the term “Cause” shall mean Employee’s (i) gross negligence Executive’s conviction of, guilty or willful failure to perform his duties hereunder no contest plea to, or willful refusal to follow any lawful directive confession of the Companyguilt of, a felony, or other crime involving moral turpitude; (ii) abuse an act or omission by Executive in connection with his employment that constitutes fraud, criminal misconduct, breach of fiduciary duty, dishonesty, gross negligence, malfeasance, willful misconduct or dependency on alcohol other conduct that is materially harmful or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunderdetrimental to Employer; (iii) commission a material breach by Executive of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Companythis Agreement; (iv) breach of any term of continuing failure to perform such duties as are assigned to Executive by Employer in accordance with this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Companyother than a failure resulting from a Disability; (v) Executive’s knowingly taking any willful act, action on behalf of Employer or failure any of its affiliates without appropriate authority to act, in bad faith to the detriment of the Companytake such action; (vi) willful failure to cooperate Executive’s knowingly taking any action in good faith conflict of interest with a governmental or internal investigation of the Company Employer or any of its directors, managers, officers or employees, if the Company requests his cooperationaffiliates given Executive’s position with Employer; and/or (vii) failure to follow the Company’s code commission of conduct or ethics policy; and (viii) conviction of, or plea an act of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee personal dishonesty by Executive that involves personal profit in connection with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)Employer.

Cause. The Company may shall have the right to terminate EmployeeExecutive’s employment hereunder for Cause by written notice at any timeCause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, the term “Cause” shall mean Employee’s (i) gross negligence habitual drug or alcohol use which impairs the ability of Executive to perform his duties hereunder; (ii) Executive’s conviction during the Employment Period by a court of competent jurisdiction, or a pleading of “no contest” or guilty to a felony or the equivalent if outside the United States; (iii) Executive’s engaging in fraud, embezzlement or any other illegal conduct with respect to the Company which acts are materially harmful to, either financially, or to the business reputation of, the Company or any other member of the Group; (iv) Executive willfully violating the Restrictive Covenants set forth in Section 9 of this Agreement; (v) Executive’s willful failure or refusal to perform his duties hereunder (other than such failure caused by Executive’s Disability or willful refusal to follow any lawful directive of the Company; (ii) abuse of or dependency while on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(fvacation), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted after a written demand for performance is delivered to Employee Executive by the Company, its affiliates Board that specifically identifies the manner in which the Board believes that Executive has failed or any of their respective predecessors (the “Equity Compensation”), or breach of refused to perform his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Companyduties; (vi) Executive otherwise breaches any material provision of this Agreement or any Group policies related to conduct which is not cured, if curable, within 10 days after written notice thereof; or (vii) Executive’s willful misconduct which is directly related to the employment relationship and which has a material and detrimental effect on the Company or the Group. No act or failure to cooperate act by Executive shall be deemed “willful” unless done, or omitted to be done, (i) by Executive not in good faith with and (ii) without a governmental reasonable belief that his action or internal investigation omission was in the best interest of the Company Company. However, acts or any of its directors, managers, officers failures to act will not be deemed to be “willful” if Executive is specifically directed to take (or employees, if the Company requests his cooperation; (viinot take) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than such action by the Company for CauseBoard, it is determined unless Executive in good faith by believes such directives are illegal and Executive promptly notifies the Reporting Person that EmployeeBoard thereof. The Company shall have the right to suspend Executive with pay in order to investigate any event which it reasonably believes may provide a basis to terminate Executive’s employment could have been terminated by the Company for Cause pursuant and such action shall not give Executive Good Reason to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)terminate his employment.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes Notwithstanding the terms of this Agreement, the term Company may discharge Executive and terminate this Agreement for cause (“Cause” shall mean Employee’s ”) in the event (i) gross negligence or of Executive’s willful failure and repeated refusal, to materially perform his her duties hereunder with reasonable diligence, or willful refusal to follow any a lawful directive of the Company; Board commensurate with the Executive’s position, in each such case, after specific written notice and a reasonable opportunity to cure (other than a failure or refusal resulting from Executive’s incapacity), (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects EmployeeExecutive’s performance of duties hereunder; (iii) commission of any an act involving fraud, embezzlement, or theft against the property or dishonesty, or any deliberate misappropriation of money or other assets personnel of the Company; , (iii) Executive’s engagement in gross reckless conduct that the Company in good faith reasonably determines will have a material adverse affect on the reputation, business, assets, properties, results of operations or financial condition of the Company, (iv) breach Executive shall be convicted of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f)a felony or shall plead nolo contendere in respect thereof, or (v) Executive engages in any agreement governing any other criminal conduct or act of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties moral turpitude that is injurious to the Company; (v) any willful act. As used in this section, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow includes the Company’s code of conduct or ethics policy; subsidiaries and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, affiliates. In the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure event Executive is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause discharged pursuant to this Section 5(c8(a), Employee(i) Executive’s employment shallBase Salary, at Bonus Compensation, participation in the election Incentive Plan and all benefits under Section 4 hereof shall terminate immediately upon such discharge (subject to applicable law, such as pursuant to the applicable provisions of the Reporting Person at Consolidated Omnibus Budget Reconciliation Act (“COBRA”), and (ii) the Company shall have no further obligations to Executive except for payment and reimbursement to Executive for any time up monies due to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts Executive which right to payment or events that could give rise reimbursement accrued prior to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)such discharge.

Cause. The “Cause” for termination shall mean a determination by the Board of Directors in good faith that any of the following events has occurred: (i) indictment of the Executive of, or the conviction or entry of a plea of guilty or nolo contendere by the Executive to any felony, or any misdemeanor involving moral turpitude; (ii) the Executive engaging in conduct which constitutes a material breach of a fiduciary duty or duty of loyalty, including without limitation, misappropriation of funds or property of the REIT, DiamondRock Hospitality Limited Partnership (the “Operating Partnership”) and their subsidiaries (the REIT, the Operating Partnership and their subsidiaries are hereinafter referred to as the “DiamondRock Group”) other than an occasional and de minimis use of Company may terminate Employee’s employment hereunder property for Cause personal purposes; (iii) the Executive's willful failure or gross negligence in the performance of his assigned duties for the DiamondRock Group, which failure or gross negligence continues for more than 5 days following the Executive's receipt of written or electronic notice of such willful failure or gross negligence from the Board of Directors; (iv) any act or omission of the Executive that has a demonstrated and material adverse impact on the DiamondRock Group's reputation for honesty and fair dealing or any other conduct of the Executive that would reasonably be expected to result in injury to the reputation of the DiamondRock Group; or (v) willful failure to cooperate with a bona fide internal investigation or an investigation by written notice at any timeregulatory or law enforcement authorities, after being instructed by the REIT to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate, destroy or fail to produce documents or other materials. For purposes of this Agreement, the term “Cause” shall mean Employee’s (i) gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f2(b), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith based upon authority given pursuant to a resolution duly adopted by the detriment Board of Directors or based upon the Company; (vi) willful failure written advice of counsel for the DiamondRock Group shall be conclusively presumed to cooperate be done, or omitted to be done, by the Executive in good faith with a governmental or internal investigation and in the best interests of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure periodDiamondRock Group. If, subsequent to Employee’s termination The cessation of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, Executive shall not be deemed to be for Cause unless and until there shall have been terminated for Cause retroactively delivered to the date Executive a copy of a resolution duly adopted by the events giving rise to Cause occurredaffirmative vote of the Board of Directors, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined finding that, in the Company’s 2016 Omnibus Incentive Compensation Plangood faith opinion of the Board of Directors, the Executive has engaged in the conduct described in this Section 2(b); provided, that if the Executive is a member of the Board of Directors, the Executive shall not vote on such resolution.

Cause. The Company may terminate Employee’s the Executive's employment at ----- any time, with or without Cause. In the event of termination pursuant to this Section 6(c) for Cause, the Company shall deliver to the Executive written notice setting forth the basis for such termination, which notice shall specifically set forth the nature of the Cause which is the reason for such termination. Termination of the Executive's employment hereunder for Cause by written shall be effective upon delivery of such notice at any timeof termination. For purposes of this Agreement, the term “"Cause” " shall mean Employee’s mean: (i) gross negligence the Executive's failure (except where due to a disability contemplated by subsection (b) hereof), neglect or willful failure refusal to perform his duties hereunder which failure, neglect or willful refusal to follow any lawful directive shall not have been corrected by the Executive within 30 days of receipt by the Company; Executive of written notice from the Company of such failure, neglect or refusal, which notice shall specifically set forth the nature of said failure, neglect or refusal, (ii) abuse any willful or intentional act of the Executive that has the effect of injuring the reputation or dependency on alcohol business of the Company or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunderits affiliates in any material respect; (iii) commission of any fraud, embezzlement, theft willful or dishonesty, intentional misrepresentation made by or any deliberate misappropriation of money or other assets at the behest of the CompanyExecutive to the Board of Directors; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), continued or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by repeated absence from the Company, its affiliates unless such absence is (A) approved or any excused by the Board of their respective predecessors Directors or (B) is the “Equity Compensation”result of the Executive's illness, disability or incapacity (in which event the provisions of Section 6(b) hereof shall control), or breach of his fiduciary duties to the Company; (v) any willful act, use of illegal drugs by the Executive or failure to act, repeated drunkenness while performing duties required under this Agreement or in bad faith to the detriment of the Companypublic; (vi) willful failure to cooperate in good faith with a governmental or internal investigation conviction of the Company or any Executive for the commission of its directors, managers, officers or employees, if the Company requests his cooperationa felony; (vii) failure to follow the commission by the Executive of an act of fraud or embezzlement against the Company’s code of conduct ; or ethics policy; and (viii) conviction of, any breach or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than violation by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election Executive of the Reporting Person at any time up to two years after Employee’s termination terms of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)Section 7 hereof.

Cause. The “Cause” shall mean: (i) Executive’s breach of a material term, covenant, obligation or provision of or under this Agreement (including any attachments hereto) or Executive’s failure or refusal to perform material duties and responsibilities under this Agreement; (ii) Executive’s material failure to act subject to and in accordance with any proper and lawful specific direction of the Board or the internal rules and policies established by the Company; (iii) Executive’s engagement in gross misconduct, fraud, dishonesty, insubordination, or act of moral turpitude, which is, in each case, materially injurious to the Company in the reasonable determination of the Board; (iv) Executive’s alcohol or drug use which adversely impairs Executive’s performance of Executive’s duties and obligations under this Agreement or adversely impacts the reputation of the Company; or (v) Executive’s violation of any material statute governing the business of the Company, or of any material rules or regulations promulgated by any regulatory body governing the Company or its business. Termination of Executive's employment shall not be deemed to be for Cause unless and until the Company provides written notice, after a reasonable determination from the Board, notifying Executive that he has engaged in conduct described in this provision. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, Executive shall have ten (10) business days from the delivery of such written notice by the Company within which to cure any acts constituting Cause and shall be given an opportunity, together with counsel, to be heard before the Board during such period; provided however, that, if the Company reasonably expects irreparable injury from a delay of ten (10) business days, the Company may terminate Employee’s give Executive notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of Executive's employment hereunder for Cause by written without notice at any timeand with immediate effect. For purposes of this Agreementprovision, the term “Cause” shall mean Employee’s (i) gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in bad good faith to and in the detriment best interests of the Company; (vi) willful failure to cooperate in good faith with , and not a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, basis for a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan).

Cause. The Company may terminate Employeethis Agreement and the Executive’s employment hereunder for Cause by written notice at any timeCause. For purposes of this Agreement, the term “Cause” shall mean Employee’s mean: (i) gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive act of material insubordination on the part of the CompanyExecutive; (ii) abuse the engaging by the Executive in misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or dependency on alcohol any of its divisions, subsidiaries or drugs (illicit affiliates, monetarily or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonestyconviction of, or any deliberate misappropriation plea of money guilty or nolo contendere to, the Executive with respect to a felony (other assets of the Companythan a traffic violation); (iv) breach the commission (or attempted commission) of any term act of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), fraud or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee dishonesty by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties Executive which is materially detrimental to the Company; (v) any willful act, business or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation reputation of the Company or any of its directorsdivisions, managers, officers subsidiaries or employees, if the Company requests his cooperationaffiliates; or (viiv) failure to follow Executive engages in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s code financial statements due to material non-compliance with any financial reporting requirement within the meaning of conduct Section 304 of The Sarbanes Oxley Act of 2002. The right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company for a material breach by the Executive of his obligations under this Agreement (“Material Breach”). A termination for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or ethics policy; acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (viiiB) conviction of, to be given within 90 days of the Company’s learning of such act or plea of nolo contendere to, a felony acts or any serious crime; provided that, failure or failures to act. Executive shall have 20 days after the Company will provide Employee with date that such written notice describing has been given to him in which to cure such conduct, to the facts and circumstances that the Company believes constitutes Cause and, in cases where extent such cure is possible. If he fails to cure such conduct, Employee Executive shall first then be entitled to a hearing before the Board of Directors (the “Board”). Such hearing shall be held within 25 days of such notice to Executive, provided a 15-day cure periodhe requests such hearing within 10 days of the written notice from the Company of the intention to terminate him for Cause. If, subsequent to Employee’s termination of employment hereunder for any reason other than within five days following such hearing, Executive is furnished written notice by the Company for CauseBoard confirming that, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company its judgment, grounds for Cause pursuant to this Section 5(c), Employee’s employment shall, at on the election basis of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Causeoriginal notice exist, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to he shall thereupon be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)Cause.

Cause. The Company may terminate Employee’s the _____ Executive's employment hereunder in the event there occurs one or more of the following events that has not been cured (if curable) within thirty (30) days after written notice thereof has been given by the Company to the Executive ("Cause"); provided that the Company shall have delivered a written notice to the Executive within 120 days of its having actual knowledge of the occurrence of any of such events stating that the Company intends to terminate the Executive's employment for Cause by written notice at any time. For purposes of this Agreement, and specifying the term “Cause” shall mean Employee’s factual basis for such termination: (i) gross negligence or the willful failure by the Executive to perform his substantially the Executive's duties hereunder or willful refusal to follow any lawful directive as an employee of the Company; Company (other than due to physical or mental illness or after the delivery of a Notice of Termination for Good Reason by the Executive pursuant to subsection (f) of this Section 6); (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) the Executive's engaging in misconduct that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing is materially injurious to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any subsidiary or any affiliate of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and ; (viiiiii) conviction the Executive's having been convicted of, or entered a plea of nolo contendere to, a felony crime ____ __________ that constitutes a felony; (iv) the material breach by the Executive of any written covenant or agreement not to compete with the Company or any serious crimesubsidiary or any affiliate; provided thator (v) the breach by the Executive of his duty of loyalty to the Company which shall include, without limitation (A) the disclosure by the Executive of any confidential information pertaining to the Company or any subsidiary or any affiliate of the Company, other than (x) in the ordinary course of the performance of his duties on behalf of the Company or (y) pursuant to a judicial or administrative subpoena from a court or governmental authority with jurisdiction over the matter in question, (B) the harmful interference by the Executive in the business or operations of the Company or any subsidiary or any affiliate of the Company, (C) any attempt by the Executive to induce any employee, insurance agent, insurance broker or broker-dealer of the Company or any subsidiary or any affiliate to be employed or perform services elsewhere, other than actions taken by the Executive that are intended to benefit the Company or any subsidiary or affiliate and do not benefit the Executive financially other than as an employee or stockholder of the Company, (D) any attempt by the Executive to solicit the trade of any customer or supplier, or prospective customer or supplier, of the Company on behalf of any person other than the Company or a subsidiary thereof, other than actions taken by the Executive that are intended to benefit the Company or any subsidiary or affiliate and do not benefit the Executive financially other than as an employee or stockholder of the Company, provided, ________ however, that this provision shall only apply to any _______ product or service which is in competition with a product or service of the Company or any subsidiary or affiliate thereof or (E) following the Merger Date, any breach or violation of the Company's Code of Conduct, as amended from time to time sufficient to warrant a for Cause termination consistent with the Company's past practice, consistently applied. Notwithstanding the foregoing, (x) the failure of the Executive, the Company will provide Employee with written notice describing Company, U.S. Healthcare or the facts Business to achieve any particular level of performance shall not, in and circumstances that of itself, constitute Cause hereunder, (y) neither a breach of the Executive's duty of loyalty to the Company believes constitutes as described in subclause (A) nor a breach of the Company's Code of Conduct as described in subclause (E) shall constitute Cause and, in cases where cure is possible, Employee shall first hereunder unless such breach has had or could reasonably be provided expected to have a 15-day cure period. If, subsequent to Employee’s termination significant adverse effect on the business or reputation of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by and (z) the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election occurrence of any of the Reporting Person at any time up to two years after Employee’s termination events described above, if done inadvertently or of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for de minimis effect, shall not constitute "Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)".

Cause. The Company may terminate Employeethe Executive’s employment hereunder for Cause by immediately upon written notice at any timeby the Company to the Executive of a termination for Cause. For purposes of this Agreement, the term “Cause” shall mean Employee’s (i) gross negligence the Executive’s dishonesty in his financial dealings with, or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive of on behalf of, the Company; (ii) abuse the Executive’s commission of, indictment for or pleading guilty or nolo contendere to a crime by the Executive which constitutes (x) a felony (other than a traffic related offense) or (y) a misdemeanor involving moral turpitude and which, in the case of (y), may reasonably be expected to have an adverse effect on the Company, its business, reputation or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunderinterest; (iii) commission Executive’s material breach of any fraud, embezzlement, theft or dishonesty, this Agreement or any deliberate misappropriation of money other contract or other assets agreement between the Executive and the Company, which breach, if curable, is not cured within 20 days of the Companygiving of written notice thereof to the Executive; (iv) breach the Executive’s material violation of any term the Company’s code of this Agreementconduct, including, without limitation, by virtue code of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), ethics or any agreement governing any of the long-term incentive compensation other written policy or equity compensation awards granted to Employee a material breach by the Company, its affiliates Executive of a fiduciary duty or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties responsibility to the Company; (v) any willful act, or failure the refusal of the Executive to act, in bad faith follow the lawful policies and directives of the Board within five days of the giving of written notice thereof to the detriment of the CompanyExecutive; (vi) the willful failure misconduct or gross negligence of the Executive with regard to cooperate in good faith with a governmental or internal investigation of the Company or any in the performance of its directors, managers, officers his duties that is materially injurious to the Company; or employees, if the Company requests his cooperation; (vii) the willful and continued failure of the Executive to follow attempt to perform the CompanyExecutive’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, duties with the Company will provide Employee with (other than for any such failure resulting from the Executive’s incapacity due to physical or mental illness) after written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have such failure has been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)Executive.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” shall mean Employee’s means the Participant’s: (i) gross negligence engaging in any act that constitutes serious misconduct, theft, fraud, material misrepresentation, serious dereliction of fiduciary obligations or willful failure duty of loyalty to perform his duties hereunder the Corporation or willful refusal to follow any lawful directive of the Companya Subsidiary; (ii) abuse conviction of a felony, or dependency on alcohol a plea of guilty or drugs (illicit nolo contendere to a felony charge or otherwise) that adversely affects Employee’s performance any criminal act involving moral turpitude or which in the reasonable opinion of duties hereunderthe Board brings you, the Board, the Corporation or any affiliate into disrepute; (iii) commission neglect of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation negligent performance of money or other assets of the Companyyour employment duties; (iv) breach willful, unauthorized disclosure of any term of this Agreement, including, without limitation, by virtue of failing material confidential information belonging to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f)the Corporation or a Subsidiary, or any agreement governing any of entrusted to the long-term incentive compensation Corporation or equity compensation awards granted to Employee a Subsidiary by the Companya client, its affiliates or any of their respective predecessors (the “Equity Compensation”)customer, or breach of his fiduciary duties to the Companyother third party; (v) any willful act, repeatedly being under the influence of drugs or failure to act, in bad faith alcohol (other than prescription medicine or other medically related drugs to the detriment extent that they are taken in accordance with their directions) during the performance of the CompanyParticipant’s employment duties or, while under the influence of such drugs or alcohol, engaging in grossly inappropriate conduct during the performance of the Participant’s employment duties; (vi) willful repeated failure to cooperate in good faith comply with a governmental or internal investigation the lawful directions of the Company or any Participant’s superior that are not inconsistent with the terms of its directors, managers, officers or employees, if the Company requests his cooperationParticipant’s employment; (vii) any material failure to follow comply with the CompanyCorporation’s code of conduct or ethics policya Subsidiary’s written policies or rules; and or (viii) conviction of, actual engagement in conduct that violates applicable state or plea of nolo contendere to, a felony federal laws governing the workplace that could reasonably be expected to bring the Corporation or any serious crime; provided thataffiliate into disrepute. In order for the Corporation or a Subsidiary to terminate the Participant’s employment for Cause under any of clauses (iii), (v), (vi) or (vii) in the preceding sentence, the Company will Corporation or a Subsidiary must provide Employee the Participant with written notice of its intention to terminate employment for Cause and describing the facts acts or omissions upon which such termination for Cause is based, and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first Participant will be provided a 1530-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to period from the date the events giving rise of such notice within which to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change cure or correct such acts or omissions if they are reasonably susceptible of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)cure or correction.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this the Letter Agreement, the term “Cause” shall mean Employee’s means (i) gross negligence or any willful failure to perform his duties hereunder or willful refusal to follow any lawful directive misconduct by you in the performance of the Companyyour duties; (ii) abuse gross negligence in the performance, or negligent or intentional substantial non-performance, by you of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunderyour duties; (iii) commission your conviction by a competent court of law of or having plead guilty or no contest to any felony or misdemeanor (other than minor traffic violations or offences of a comparable magnitude not involving dishonesty, fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation breach of money or other assets of the Companytrust); (iv) your breach of any term your duty of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties loyalty to the Company; or (v) a material breach by you of the terms the Letter Agreement, provided that, prior to any willful acttermination of your employment for Cause, or failure you shall be entitled to act, in bad faith to appear with counsel before the detriment Board of Directors of the Company; , and further provided that, in the case of item (viii) willful failure involving negligence and item (v), the Company shall provide written notice to cooperate you of the grounds on which Cause is asserted and a thirty (30) day opportunity to cure, if curable, following delivery of such notice. For purposes hereof, an action will be considered “willful” only if it is done intentionally, purposely and knowingly, distinguished from an act done carelessly, thoughtlessly or inadvertently. Additionally, the Company shall not consider your conduct within the scope of your duties and undertaken in good faith with a governmental as falling within the scope of clauses (ii) or internal investigation (v) above. For the purpose of the Company or any Letter Agreement, your date of its directors, managers, officers or employees, if termination in the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure event your employment is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change be the date on which your are given notice of Control (termination as defined provided for in this section, or any later date as may be set forth in such notice of termination. However, notwithstanding the preceding sentence, in the Company’s 2016 Omnibus Incentive Compensation Plan)event you are provided with notice of the grounds on which Cause is asserted and an opportunity to cure such grounds as provided for in this section, and you fail to cure such grounds within the cure period, your date of termination for such Cause shall be the expiration of such cure period.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” " shall mean Employee’s the Executive's (i) gross negligence conviction, or willful failure to perform his duties hereunder entry of a guilty plea or willful refusal to follow a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any lawful directive of crime committed against the Company; , (ii) abuse of engagement in willful misconduct, willful or dependency on alcohol gross negligence, or drugs (illicit fraud, embezzlement or otherwise) that adversely affects Employee’s misappropriation relating to significant amounts, in each case in connection with the performance of his duties hereunderunder this Agreement; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets failure to adhere to the lawful directions of the CompanyCEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv) breach in any material respect of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the CompanyMFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreement; or (vi) breach in any willful actmaterial respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoing, (i) the Executive shall be given written notice of any action or failure to actact that is alleged to constitute Cause (a "Default"), and an opportunity for 20 business days from the date of such notice in which to cure such Default, such period to be subject to extension in the discretion of the CEO or, in bad faith to his absence, the detriment Board of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policyDirectors; and (viiiii) conviction of, or plea regardless of nolo contendere to, a felony or whether the Executive is able to cure any serious crime; provided thatDefault, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee Executive shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, not be deemed to have been terminated for Cause retroactively without (x) reasonable prior written notice to the date Executive setting forth the events giving rise reasons for the decision to Cause occurredterminate the Executive for Cause, provided (y) an opportunity for the Executive, together with his counsel, to be heard by the CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined Executive has engaged in actions or conduct described in the Company’s 2016 Omnibus Incentive Compensation Plan)preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. “Cause.” For the purposes of this Agreement, the term “Cause” Company shall mean have Cause to terminate Employee’s employment hereunder upon: (iA) gross negligence or The willful and continued failure by Employee to perform his duties hereunder their Duties and Responsibilities with the Company (other than any such failure resulting from incapacity due to physical or willful refusal mental illness), however, the Company may terminate Employee pursuant to follow this clause (A) only if Employee fails to cure any lawful directive of alleged failure after having had a reasonable opportunity to do so, which reasonable opportunity shall not be less than thirty (60) days after receiving such written notice which specifically identifies the Company; manner in which the Company believes that they have not substantially performed their duties; (iiB) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of obligations under this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), Agreement or any other agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates with Company (or any of their respective predecessors (the “Equity Compensation”subsidiary thereof), or ; it being agreed that any breach of his Section 4 or Section 6 by Employee shall be deemed a material breach; (C) Any breach of Employee’s duty of loyalty or fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any subsidiary thereof; (D) Use of its directorsalcohol or other drugs in a manner which affects the performance of Employee’s duties, managers, officers responsibilities and obligations to Company or employees, if the Company requests his cooperation; any subsidiary thereof; (viiE) failure to follow the Company’s code Conviction of conduct or ethics policy; and (viii) conviction ofEmployee, or a plea of nolo contendere to, for a felony or of any serious crime; provided thatcrime involving theft, misrepresentation, fraud, or moral turpitude; (F) Commission by Employee of any other willful or intentional act which could reasonably be expected to injure the reputation, business or business relationships of Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to or any subsidiary thereof and/or Employee; (G) The existence of any court order or settlement agreement prohibiting Employee’s termination of continued employment hereunder for with Company or any reason other than subsidiary thereof; or (H) Engaging by the Company for Cause, it is determined Employee in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)gross misconduct.

Cause. The Company may terminate Employee’s employment hereunder terminates the Executive for Cause by written notice at or for any timereason other than for Cause. For purposes As used in this Agreement, “Cause” with respect to Executive’s termination from employment, shall mean any of the following: (1) the Executive’s failure to cure the Executive’s material breach of this Agreement or any Company policy, regulation or guideline; (2) the Executive’s appropriation of a material business opportunity of the Company, including securing any material personal profit in connection with any transaction entered into on behalf of the Company. This provision shall not include opportunities communicated by the Executive to the Company which were rejected or on which the Company took no timely action; (3) the Executive’s misappropriation of any of the Company’s funds or property; (4) the Executive’s conviction of or entering of a guilty plea or a plea of no contest with respect to, a felony, or any other crime which materially and adversely affects the business of the Company or Executive’s ability to carry out his duties hereunder and with respect to which imprisonment for a term in excess of six (6) months is a possible punishment; (5) the Executive’s conduct, or lack thereof, which results in material economic damage to the Company or its reputation. It is expressly understood that if Executive’s good faith belief was that his conduct or lack thereof was in, or not opposed to, the best interest of the Company, then “Cause” shall not be satisfied hereunder; or (6) in the event there is a Change in Control (as used in this Agreement, a “Change in Control” shall have the meaning ascribed thereto in the Company’s 2003 Stock Incentive Plan as in effect on the date this Agreement becomes effective), for a period of twelve (12) months following the date of such Change in Control, the term “Cause” shall not include items (1) through (5) above and shall only mean Employee’s the following: (iA) gross negligence the Executive materially violates any Company policy, regulation or willful failure guideline which Executive fails to perform his duties hereunder or willful refusal to follow any lawful directive of the Company; cure within sixty (ii60) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced days following written notice of resignation as required such violation by Section 5(f), the Company to the Executive; or (B) the Executive’s conviction or any agreement governing any entering of the long-term incentive compensation a guilty plea or equity compensation awards granted a plea of no contest with respect to Employee by fraudulent or illegal activities which are materially injurious to the Company, its affiliates monetarily or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment otherwise. No termination of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the CompanyExecutive’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant shall be effective as a termination for Cause unless the provisions of this paragraph shall first have been complied with. The Executive shall be given a Notice of Termination by the Board. The Executive shall have sixty (60) days after receipt of such notice to this Section 5(c)cure such alleged violation. If he fails to cure such alleged violation within such sixty (60)-day period, Employee’s employment shallthe Executive shall then be entitled to a hearing before the Board. If after such hearing, at the election Board gives a second Notice of Termination to the Executive confirming that a majority of the Reporting Person at any time up to two years after Employee’s termination members of employment but in no event more than six months the Board that are not then employed as employees of the Company voted after the Reporting Person learns of the facts or events that could give rise hearing to the termination terminate him for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an EmployeeExecutive’s employment under this sentence to shall thereupon be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)Cause.

Cause. The Company may terminate Employee’s employment hereunder for Cause by Upon written notice at any time. from the Bank to Executive for “cause.” For purposes of this Agreement, the term “Causecause” shall mean Employee’s be (i) gross negligence or a willful and continued failure by Executive to perform his duties hereunder as provided in Section 1 above (other than due to disability); or willful refusal (ii) a breach by Executive of his duties of loyalty, care or good faith to follow any lawful directive of the Bank or the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission a willful violation by Executive of any fraud, embezzlement, theft provision of this Agreement; or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach a conviction or the entering of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a or similar plea by Executive for any felony or any serious crimecrime involving fraud, dishonesty or a breach of trust; provided thator (v) a breach of the Bank’s Code of Ethics or other policies, or (vi) commission by Executive of a willful or negligent act which causes material harm to the Bank or the Company; or (vii) habitual absenteeism, alcoholism or other form of drug or other addiction; or (viii) any violation of laws or regulations such that Executive ceases to be eligible to serve as an executive officer of a depository institution or a depository institution holding company; or (ix) Executive becomes ineligible to be bonded at costs consistent with the Bank’s and/or the Company’s other senior officers; or (x) a claim is made against Executive that interferes with the performance of his duties hereunder. In addition, if Executive shall terminate his employment for a breach or an alleged breach of this Agreement by the Bank and/or the Company will provide Employee in accordance with written Section 4(e), and it is ultimately determined that no reasonable basis existed for Executive’s termination on account of the alleged default of the Bank and/or the Company, such event shall be deemed to be for “cause” pursuant hereto. Any notice describing of termination of Executive’s employment with the Bank for cause shall set forth, in reasonable detail, the facts and circumstances that claimed to provide the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s basis for termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s his employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan).provisions contained herein; or

Cause. The Company may may, in its sole and absolute discretion, terminate Employee’s the employment of Employee hereunder for Cause by immediately upon after delivery of written notice to Employee, or at any time. For purposes such later time as the Company may specify in such notice, for "Cause." As used in this Agreement "Cause" includes, but is not limited to, the following: (1) Employee's willful and material breach of this Agreement, the term “Cause” shall mean ; (2) Employee’s (i) 's gross negligence in the performance, or intentional nonperformance, (continuing for ten (10) days after receipt of written notice of need to cure) of any of Employee's material duties and responsibilities hereunder; (3) Employee's willful failure dishonesty or fraud, whether or not with respect to perform his duties hereunder the business or willful refusal to follow any lawful directive affairs of the Company, which affects the operations, property or reputation of the Company; (ii4) abuse Employee's conviction of or dependency on a felony crime; (5) chronic alcohol or drugs (illicit or otherwise) that adversely affects illegal drug abuse by Employee’s performance of duties hereunder; (iii6) commission of Employee's willful injury to any fraudindependent contractor, embezzlement, theft employee or dishonesty, or any deliberate misappropriation of money or other assets agent of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or to any agreement governing any other person in the course of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any Employee's performance of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to services for the Company; or (v7) If Employee sexually harasses any willful actemployee, agent or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation contractor of the Company or commits any of its directors, managers, officers or act which otherwise creates an offensive work environment for employees, if agents or contractors of the Company. The Company shall not be limited to termination as a remedy for any damaging, injurious, improper or illegal act by Employee, but may also seek damages, injunction, or such other remedy as the Company requests his cooperation; (vii) failure to follow may deem appropriate under the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure circumstances. If Employee's employment is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company terminated for Cause, it is determined in good faith by Employee agrees to vacate the Reporting Person that Employee’s employment could have been terminated by Company's offices on or before the effective date of the termination and to return and deliver to the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at such time all Company property. In the election event of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the a termination for Cause, be deemed as enumerated above, Employee shall have no right to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)any severance compensation.

Cause. The Company may terminate Employee’s the Executive's employment hereunder for "Cause", effective as of the date of the Notice of Termination (as defined in Section 6 below) and as evidenced by a resolution adopted in good faith by two-thirds (2/3) of the entire Board, subject to the payment by the Company to the Executive of the benefits provided in Section 7(a) hereof. A termination for Cause by written notice at is a termination made because the Executive has (A) committed an act of fraud or embezzlement against the Company or any time. For purposes affiliate thereof, or (B) a knowing and willful unauthorized disclosure of this Agreement, the term “Cause” shall mean Employee’s Confidential Information (ias defined in Section 10 below) gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonestywhich disclosure results in material damage to the Company, or any deliberate misappropriation (C) a breach of money one or other assets more of the following duties to the Company which continues after written notice thereof specifying the particular events or conditions which constitute the alleged breach and the specific cure requested by the Company and a reasonable opportunity to cure: (1) the duty not to take actions which would reasonably be viewed by the Company as placing the Executive's interest in a position adverse to the interests of the Company, or (2) the duty not to engage in self-dealing with respect to the Company's assets, properties or business opportunities; or (ivD) breach been convicted (or entered a plea of any term nolo contendere) for the commission of this Agreement(1) a felony or (2) a crime involving fraud, dishonesty or moral turpitude; or (E) engaged in intentional misconduct as an employee of the Company, which misconduct or violation results in material damage to the Company or its reputation and continues after written notice thereof specifying the particular events or conditions which constitute the alleged misconduct or violation and the specific cure requested by the Company and a reasonable opportunity to cure (if such misconduct is susceptible to cure by the Executive), including, without limitation, but not limited to (1) intentional violations by virtue the Executive of failing to provide at least 30 days’ advanced written notice policies of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any specific directions of their respective predecessors the Board, which policies or directives are not illegal (or do not involve illegal conduct) and do not require the “Equity Compensation”)Executive to violate reasonable business ethical standards, or breach (2) intentional violations of the Company's code of corporate conduct; or (F) failed, after written notice from the Company to render services to the Company in accordance with this Agreement or the Executive's position and responsibilities with the Company in a manner that amounts to gross neglect in the performance of his fiduciary duties to the Company; . The Company may suspend the Executive, without pay, upon the Executive's indictment for the commission of (v1) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that(2) a crime involving fraud, dishonesty or moral turpitude. Such suspension may remain effective until such time as the indictment is either dismissed or a verdict of not guilty has been entered, at which time the Executive shall be reinstated with the Company. Upon such reinstatement, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee Executive shall first be provided a 15-day cure period. If, subsequent entitled to Employee’s termination of employment hereunder for any reason other than payment by the Company for Cause, it is determined in good faith by of all Base Salary to which the Reporting Person that Employee’s employment could Executive would have otherwise been terminated by entitled to during the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election period of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)such suspension.

Cause. The Company may terminate Employee’s employment hereunder for Cause by Immediately upon written notice at any timeby the Company to the Executive of a termination for Cause. For purposes of this Agreement, the term “Cause” shall mean Employee’s (i) gross negligence the Executive’s conviction or plea of guilty or nolo contendere to a felony or any crime involving moral turpitude; (ii) a willful failure act of theft, embezzlement or misappropriation from the Company; (iii) sexual misconduct; or (iv) a determination by the Board that the Executive has willfully and continuously failed to perform his substantially the Executive’s duties hereunder (other than any such failure resulting from the Executive’s Disability or willful refusal incapacity due to bodily injury or physical or mental illness), has willfully failed to follow any a reasonable and lawful directive of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonestyBoard, or otherwise has materially breached this Agreement or any deliberate misappropriation of money or other assets Company policy applicable to the Executive, after (A) a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, failed to follow a directive of the Company; Board, or has materially breached this Agreement or any material Company policy applicable to the Executive and provides the Executive with the opportunity to correct such failure or breach if, and only if, such failure or breach is capable of cure, and (ivB) the Executive’s failure to correct such failure or breach which is capable of any term cure within thirty (30) days of this Agreementreceipt of the demand for performance or correction. For the avoidance of doubt, including, without limitation, by virtue the parties expressly agree that only Cause pursuant to Section 7(c)(iv) shall be deemed capable of failing to provide at least 30 days’ advanced written notice cure. For purposes of resignation as required by Section 5(f7(c)(iv), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, by the Executive in bad faith accordance with a specific directive given by the Board or based upon the advice of counsel for the Company shall not be considered to have been a willful failure by the detriment Executive. The Company may only terminate the Executive’s employment for Cause if (A) a determination that Cause exists is made and approved by not less than two-thirds of the then sitting members of the Company; ’s Board (vi) willful failure to cooperate in good faith with a governmental or internal investigation of other than the Company or any of its directors, managers, officers or employeesExecutive, if the Company requests his cooperation; Executive is then a member of the Board), (viiB) failure for a termination for Cause under Section 7(c)(iv), the Executive is given at least five (5) days’ written notice of the Board meeting called to follow the Company’s code of conduct or ethics policy; make such determination, and (viiiC) conviction of, or plea of nolo contendere to, for a felony or any serious crime; provided thattermination for Cause under Section 7(c)(iv), the Company will provide Employee with written notice describing Executive and his legal counsel are given the facts and circumstances opportunity to address such meeting. In the event that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is Board has so determined in good faith by that Cause exists, the Reporting Person that EmployeeBoard shall have no obligation to terminate the Executive’s employment could have been terminated by if the Company for Cause pursuant Board determines in its sole discretion that such a decision not to this Section 5(c), Employeeterminate the Executive’s employment shall, at is in the election best interest of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan).

Cause. The Company may terminate EmployeeExecutive’s employment hereunder for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause by written notice at any time(as defined below), effective as of the date of such notice. For “Cause” shall mean, for purposes of this Agreement, : (a) the term “Cause” shall mean Employeecontinued failure by Executive to use good faith efforts in the performance of Executive’s duties under this Agreement (i) gross negligence other than any such failure resulting from Disability or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive other allowable leave of the Companyabsence); (iib) abuse the criminal felony indictment of or dependency on alcohol or drugs Executive by a court of competent jurisdiction; (illicit c) the engagement by Executive in misconduct that has caused, or, is reasonably likely to cause, material harm (financial or otherwise) that adversely affects Employee’s performance of duties hereunderto the Company or its affiliates; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, includingsuch harm may be caused by, without limitation, by virtue (i) the unauthorized disclosure of failing to provide at least 30 days’ advanced written notice of resignation material secret or Confidential Information (as required by defined in Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v10(d) any willful act, or failure to act, in bad faith to the detriment of the Company; (vibelow) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directorsaffiliates, managers, officers or employees, if (ii) the debarment of the Company requests his cooperationor any of its affiliates by the U.S. Food and Drug Administration or any successor agency (the “FDA”) or any non-U.S. equivalent, or (iii) the registration of the Company or any of its affiliates with the U.S. Drug Enforcement Administration of any successor agency (the “DEA”) to be revoked; (viid) failure the debarment of Executive by the FDA; (e) the continued material breach by Executive of this Agreement, or (f) Executive makes, or is found to follow have made, a certification relating to the Company’s code of conduct or ethics policy; financial statements and public filings that is known to Executive to be false. Notwithstanding the foregoing, prior to having “Cause” for Executive’s termination (other than as described in clauses (b) and (viiid) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided thatabove), the Company will must deliver a written demand to Executive which specifically identifies the conduct that may provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company grounds for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election within ninety (90) calendar days of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability actual knowledge of such conduct, events or circumstances, and Executive must have failed to deem an Employee’s employment under cure such conduct (if curable) within thirty (30) days after such demand. References to the Company in subsections (a) through (f) of this sentence to be terminated for Cause paragraph shall lapse upon a Change also include affiliates of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan).

Cause. The Subject to Executive’s failure to cure a breach in the manner and time described below, the Company may terminate EmployeeExecutive’s employment hereunder for Cause by written notice at any timeimmediately. For purposes of As used in this Agreement, the term “for Cause” shall mean Employee’s be limited to a termination for the following acts by Executive: (i) gross negligence misappropriation or embezzlement of the funds or property of the Company or any subsidiary, falsification of any Company or subsidiary documents or records or any unauthorized attempt by the Executive to take any business or business opportunities of the Company or any subsidiary for his or her own personal gain; (ii) Executive’s failure or inability to perform any material duties contemplated by this Agreement for a period of thirty (30) days, except in the event that the Executive is determined to have a Disability (as defined in Section 9(d)) or in the event of Executive’s death; (iii) grossly negligent, reckless or willful failure to perform misconduct or insubordination in connection with Executive’s performance of his duties hereunder duties; (iv) any material breach by Executive of any agreement (including this Agreement or willful refusal to follow any lawful directive of the Confidentiality Agreement (as defined in Section 11)) between Executive and the Company; (iiv) abuse Executive’s conviction (including any plea of guilty or dependency on alcohol or drugs (illicit or otherwisenolo contendere) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any felony, any misdemeanor involving dishonesty or fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money other criminal act that impairs or other assets of the Companycould impair Executive’s ability to perform his or her duties; (ivvi) breach the Executive’s material violation of any term of this AgreementCompany policies, including, without limitation, policies on prohibition of unlawful harassment or (vii) any illegal drug or illegal substance abuse, illegal drug or illegal substance addiction, or chronic addiction to alcohol on the part of Executive, other than any use of medication prescribed by virtue a doctor. The determination of failing Cause shall be made by HemaCare’s President and CEO in her reasonable discretion. Anything herein to provide at least 30 days’ advanced the contrary notwithstanding, as to any termination based upon clause (iii) above, the Company shall give the Executive written notice of resignation as required by Section 5(f), or any agreement governing any prior to terminating this Agreement of the long-term incentive compensation or equity compensation awards granted Executive’s employment, setting forth a general description of the grounds for termination and the conduct required to Employee by cure such grounds for termination. The Executive shall have thirty (30) days from the receipt of such notice within which to cure any such grounds for termination to the satisfaction of the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee which shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than determined by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)its reasonable discretion.

Cause. The Company may terminate Employee’s employment hereunder may be terminated at any time by the Company for Cause by written notice at any time(as defined below) or Without Cause (as defined below). For purposes of this Agreement, the term “Cause” shall mean Employee’s mean: (i) gross negligence or willful failure to perform his duties hereunder or willful refusal to follow a breach by the Employee of any lawful directive provision of this Agreement which, if curable, is not cured within ten (10) days after the Employee’s receipt of written notice of such breach from the Company; (ii) abuse of any conduct, action or dependency on alcohol behavior by the Employee, whether or drugs (illicit or otherwise) that adversely affects not in connection with the Employee’s performance of duties employment hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue the commission of failing any felony or a lesser crime involving dishonesty, fraud, misappropriation, theft, wrongful taking of property, embezzlement, bribery, forgery, extortion or other crime of moral turpitude, that has or may reasonably be expected to provide at least 30 days’ advanced written notice have a material adverse effect on the reputation or business of resignation as required by Section 5(f), Holdings or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates subsidiaries or any of their respective predecessors affiliates (collectively, the “Equity CompensationCompany Group”), ) or breach which results in gain or personal enrichment of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith Employee to the detriment of the CompanyCompany Group; (iii) a governmental authority, including, without limitation, the Environmental Protection Agency and the Food and Drug Administration, has prohibited the Employee from working or being affiliated with the Company or the business conducted thereby; (iv) the commission of any act by the Employee of gross negligence or malfeasance, or any willful violation of law, in each case, in connection with the Employee’s performance of his duties with the Company Group or with respect to any member of the Company Group; (v) performance of the Employee’s duties in an unsatisfactory manner after a written warning and a ten (10) day opportunity to cure or failure to observe material policies generally applicable to employees after a written warning and a ten (10) day opportunity to cure; (vi) willful failure to cooperate in good faith with a governmental or internal investigation breach of the Company or any Employee’s duty of its directors, managers, officers or employees, if loyalty to the Company requests his cooperationGroup; (vii) failure to follow the Company’s code of conduct chronic absenteeism; or ethics policy; and (viii) conviction ofsubstance abuse, illegal drug use or plea of nolo contendere to, habitual insobriety. “Without Cause” shall mean a felony or any serious crime; provided that, termination by the Company will provide Employee with written notice describing of the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder during the Employment Period for any reason or under any circumstances other than by the Company for a termination based upon Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts death or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)Disability.

Cause. The Company may terminate EmployeeExecutive’s employment and all of Executive’s rights to receive Base Salary and any other benefits hereunder for Cause by written notice at any timeCause. For purposes of this Agreement, the term “Cause” shall mean Employee’s be defined as any of the following; provided, however, that the Company must determine the presence of such Cause in good faith: (i) gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this AgreementWillful misconduct by Executive, including, without limitation, by virtue limitation (A) Executive’s material breach of failing any duties and responsibilities under this Agreement (other than as a result of incapacity due to provide at least 30 days’ advanced written notice of resignation as required by Section 5(fExecutive’s disability), or any agreement governing any (B) Executive’s commission of the long-term incentive compensation or equity compensation awards granted to Employee by a material act of fraud upon the Company, its affiliates or (C) Executive’s immoderate use of alcoholic beverages or narcotics or other substance abuse. For purposes of this Section 5(c), no act or failure to act on the part of Executive shall be considered “willful” unless done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interest of the Company; (ii) Executive’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for a felony or any crime which adversely affects the Company and/or its reputation in the community or which involves moral turpitude or is punishable by imprisonment in the jurisdiction involved; or (iii) Executive’s willful violation of their respective predecessors (any duty of loyalty to the “Equity Compensation”), Company or a material breach of his Executive’s fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith . Notwithstanding anything to the detriment of contrary in the foregoing, no termination or other action shall be considered to be for Cause under this Agreement unless (y) the Executive first shall have received at least 15 days written notice (the “Company Notice”) setting forth the reasons for the Company’s intention to terminate or take other action; and (viz) willful failure the Executive shall have failed to cooperate in good faith with a governmental cure or internal investigation remedy the event constituting the Cause within 30 days after the Executive’s receipt of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)Notice.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” " shall mean Employee’s the Executive's (i) gross negligence conviction, or willful failure to perform his duties hereunder entry of a guilty plea or willful refusal to follow a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any lawful directive of crime committed against the Company; , (ii) abuse of engagement in willful misconduct, willful or dependency on alcohol gross negligence, or drugs (illicit fraud, embezzlement or otherwise) that adversely affects Employee’s misappropriation relating to significant amounts, in each case in connection with the performance of her duties hereunderunder this Agreement; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets failure to adhere to the lawful directions of the CompanyCEO, the CFO and/or the Board of Directors that are reasonably consistent with her duties and position provided for herein; (iv) breach in any material respect of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the CompanyMFA; (v) chronic or persistent substance abuse that materially and adversely affects her performance of her duties under this Agreement; or (vi) breach in any willful actmaterial respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoing, (i) the Executive shall be given written notice of any action or failure to actact that is alleged to constitute Cause (a "Default"), and an opportunity for 20 business days from the date of such notice in which to cure such Default, such period to be subject to extension in the discretion of the CEO or, in bad faith to his absence, the detriment Board of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policyDirectors; and (viiiii) conviction of, or plea regardless of nolo contendere to, a felony or whether the Executive is able to cure any serious crime; provided thatDefault, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee Executive shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, not be deemed to have been terminated for Cause retroactively without (x) reasonable prior written notice to the date Executive setting forth the events giving rise reasons for the decision to Cause occurredterminate the Executive for Cause, provided (y) an opportunity for the Executive, together with her counsel, to be heard by the CEO or, in his absence, the Board of Directors, and (z) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined Executive has engaged in actions or conduct described in the Company’s 2016 Omnibus Incentive Compensation Plan)preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as her right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two weeks of the date of suspension.

Cause. The Company may shall have the right to terminate Employee’s the employment hereunder for Cause by written notice at any time. For purposes of Executive under this Agreement, as well as any and all compensation to which Executive would otherwise be entitled hereunder ( except for compensation to which Executive is entitled through the term “date of such termination and any benefits referred to in Section 5 hereof in which Executive has a vested right under the terms and conditions pursuant to which such benefits were granted), only in the manner set forth in this Section 6 if, and only if, Executive shall have committed any of the following acts (any such act being hereinafter referred to as an " Act of Cause” shall mean Employee’s "): (i) gross negligence Executive, other than as a result of circumstances described in Sections 6(a), 6(b) or willful failure 6(d) hereof, shall have repeatedly failed to perform his material duties hereunder (other than by reason of disability) or shall have willfully breached in any material respect his other obligations as set forth herein; provided. however. the Company shall first have notified Executive in writing, and in reasonable detail, as to the manner in which Executive has so failed to perform his duties or breached his other obligations hereunder and Executive, within thirty (30) days thereafter, shall have failed to cure such failure or willful refusal to follow any lawful directive of the Company; breach within 60 days. (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s Executive shall have committed gross negligence in the performance of his duties hereunder; or obligations hereunder which shall have resulted in a material loss to the Company; (iii) commission Executive shall have been convicted of any fraud, embezzlement, theft felony or dishonesty, or have committed any deliberate misappropriation material act of money or other assets of proven dishonesty against the Company; ; (iv) breach of Executive shall have breached Sections 10 or 11 hereof in any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of material respect. In the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of event the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure elects to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided thatterminate Executive's employment hereunder as set forth above, the Company will provide Employee with shall give written notice describing to such effect to Executive, which notice shall describe in reasonable detail the facts and circumstances that actions of Executive constituting the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination Act of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s and Executive's employment under this sentence Agreement shall thereupon terminate as of a date to be terminated for Cause specified in such notice, which date shall lapse upon a Change not be less than fifteen (30) days after the delivery of Control (as defined in such notice. In no event shall the Company’s 2016 Omnibus Incentive Compensation Plan)termination be caused by failure or discrepancies due to compliance issues contained within the Sarbanes-Oxley Act and the certification required by the Executi▇▇.

Cause. The Company may terminate Employeethe Executive’s employment hereunder for Cause by written notice at any timeCause. For purposes of this Agreement, the term Company shall have “Cause” shall mean Employeeto terminate the Executive’s employment hereunder upon: (i) The conviction of Executive of a felony or other crime involving theft, misappropriation of funds, fraud or moral turpitude; (ii) The engaging by Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise, including but not limited to any material misrepresentation related to the performance of his duties, misappropriation, fraud, including with respect to the Company’s accounting and financial statements, embezzlement or conversion by Executive of the Company’s or any of its subsidiaries’ property in connection with Executive’s duties or in the course of the Executive’s employment with the Company; (iii) Executive’s gross negligence or willful failure to perform gross misconduct in carrying out his duties hereunder or willful refusal to follow any lawful directive of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraudresulting, embezzlementin either case, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties in material harm to the Company; or (viv) Any act or omission constituting a material breach by the Executive of any willful act, or failure to actmaterial provision of this Agreement. Notwithstanding the foregoing, in bad faith to the detriment of event the Company; (vi) willful failure to cooperate in good faith with basis for a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c)is under subsections 8(c)(iii) or (iv) above, Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, Executive shall not be deemed to have been terminated for Cause retroactively unless and until there shall have been delivered to him a written notice from the date President and Chief Executive Officer asserting that he has engaged in the events giving rise to Cause occurred, provided that conduct set forth above in Sections 8(c)(iii) or (iv) (as interpreted and enforced consistently with the Company’s ability treatment of all other executives and senior management) and specifying the particulars thereof in detail, and Executive shall not have cured such conduct to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change the reasonable satisfaction of Control the Board within thirty (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)30) days after receipt of such resolution.

Cause. The Company may shall be entitled to terminate Employeethe Executive’s employment hereunder for Cause by written notice at any time. “Cause.” For purposes of this Agreement, the term “Cause” shall mean Employee’s that the Executive: (i) gross negligence pleads “guilty” or “no contest” to or is convicted of an act which is defined as a felony under federal or state law or as a crime under federal or state law which involves Executive’s fraud or dishonesty; (ii) in carrying out her duties, engages in conduct that constitutes willful neglect or willful failure misconduct; provided such plea, conviction, neglect or misconduct results in material economic harm to the Company; (iii) fails to obtain or maintain required licenses in the jurisdiction where the Company currently operates or has plans to operate; (iv) willfully and intentionally fails to perform his the material responsibilities of the Executive’s position, (v) engages in an act of dishonesty in the performance of her duties hereunder hereunder, (vi) harasses or willful refusal discriminates against the Company’s employees, customers, or vendors in violation of Company policies with respect to follow such conduct; (vii) engages in any lawful directive conduct that is reasonably likely to cause harm to the reputation of the Company; (iiviii) abuse of or dependency on alcohol or drugs makes a material disclosure as defined by Section 10(a)or (illicit or otherwiseix) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of materially breaches any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing . In the event any of the long-term incentive compensation occurrences in (i) through (ix) above have occurred, the Executive shall be given written notice by the Company of its intention to so terminate her employment, such notice; (i) to state in detail the particular act or equity compensation awards granted acts or failure or failures to Employee act that constitute the grounds on which the proposed termination for Cause is based and (ii) to be given within sixty (60) days after the Board knew of such acts or failures to act. In the event such notice is timely given by the Company, its affiliates or the Executive shall have thirty (30) days after the date that the notice is given in which to cure such conduct, to the extent such cure is possible. For the avoidance of doubt, any of their respective predecessors the occurrences constituting Cause set forth in clauses (the “Equity Compensation”i), or breach of his fiduciary duties to the Company; (ii) and (v) any willful act, above cannot be cured. No act or failure to actact on Executive’s part will be considered “willful” unless done, or omitted to be done by Executive not in bad good faith to and without reasonable belief that her action or omission was in the detriment best interests of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan).

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” shall have the meaning ascribed to such term in the Participant’s current written employment or service agreement, as applicable, with Parent, Employer or one of their respective Subsidiaries from time to time, as may be amended, modified or supplemented from time to time by the parties thereto (the “Employment Agreement”), and if not so defined therein, or no such Employment Agreement exists, “Cause” shall mean Employee’s (i) gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive breach by the Participant of any of the CompanyParticipant’s obligations under the Employment Agreement, if applicable, or the Limited Partnership Agreement; (ii) abuse the continued failure or refusal of the Participant to substantially perform the duties reasonably required of the Participant as an employee or dependency on alcohol other service provider of Parent or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunderits Subsidiaries; (iii) the Participant’s commission or conviction of any fraud, embezzlement, theft or dishonesty, plea of guilty or nolo contendere to (1) a felony or (2) a crime involving fraud or moral turpitude (or any deliberate misappropriation other crime relating to the Partnership, Parent or any of money its Subsidiaries which would reasonable be expected to be materially injurious to the Partnership, Parent or other assets any of the Companyits Subsidiaries); (iv) breach the Participant’s theft, dishonesty or other misconduct that would reasonably be expected to be injurious to the Partnership, Parent or any of its Subsidiaries; (v) the Participant’s unauthorized use, misappropriation, destruction or diversion of any term tangible or intangible asset of this Agreementthe Partnership, Parent or any of its Subsidiaries (including, without limitation, by virtue the Participant’s unauthorized use or disclosure of failing Confidential Information (as defined in Annex III) or other confidential or proprietary information) that would reasonably be expected to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f)be injurious to the Partnership, or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates Parent or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Companyits Subsidiaries; (vi) willful failure to cooperate in good faith with a governmental unlawful use (including being under the influence) or internal investigation possession of illegal drugs on the Company premises of Parent or any of its directorsSubsidiaries or while performing the Participant’s duties and responsibilities as an employee, managers, officers agent or employees, if the Company requests his cooperationservice provider of Parent or any of its Subsidiaries; or (vii) failure to follow the Company’s code any violation of conduct any law regarding employment discrimination or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony sexual harassment/misconduct or any serious crime; provided thatact which subjects the Partnership, Parent or any of its Subsidiaries to payment or settlement of any claim on the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause andbasis of sex, in cases where cure is possibleage, Employee shall first be provided a 15-day cure periodrace or other discrimination or harassment/sexual misconduct. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no Whether or not an event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that “Cause” occurs will be determined by the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined General Partner in the Company’s 2016 Omnibus Incentive Compensation Plan)its sole discretion.

Cause. The Company may terminate Employee’s the Executive's employment hereunder during the Employment Period for Cause by written notice at any timeCause. For purposes of this Agreement, the term “"Cause” " shall mean Employee’s (i) gross negligence or the Executive's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, willful failure to perform his stated duties hereunder or willful refusal to follow any lawful directive of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue the legitimate directions of failing to provide at least 30 days’ advanced written notice the Board of resignation Directors consistent with the Executive's position as required by Section 5(f)Executive Vice President -- Community Banking, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or willful material breach of any agreement governing provision of this Agreement. Without limiting the foregoing, drunkenness or abuse of any controlled substance or excessive absenteeism not related to illness shall constitute a material breach of this Agreement. To the long-term incentive compensation extent that you unintentionally violate this Agreement or equity compensation awards granted to Employee by written policies, standards and regulations of the Company, its affiliates or any of their respective predecessors such violation shall not, by itself, constitute "cause" under this paragraph unless (the “Equity Compensation”), or breach of his fiduciary duties i) it results in material harm to the CompanyCompany or its subsidiaries; or (vii) any willful if curable, it shall continue uncured for five business days after written notice thereof from the Company to you; or (iii) it recurs after you have received actual notice of the same or substantially similar violation; or (iv) it is part of a pattern of violations evidencing a disregard of the Executive's duties and obligations under this Agreement and as the Vice President -- Community Banking. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in bad good faith to and in the detriment best interests of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation . After the Effective Date, the cessation of employment of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee Executive shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, not be deemed to be for Cause unless and until there shall have been terminated for Cause retroactively delivered to the date Executive a copy of a resolution duly adopted by the events giving rise affirmative vote of a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Cause occurredthe Executive and the Executive is given an opportunity, provided that the Company’s ability to deem an Employee’s employment under this sentence together with counsel, to be terminated for Cause shall lapse upon a Change of Control (as defined heard before the Board), finding that, in the Company’s 2016 Omnibus Incentive Compensation Plan)good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

Cause. The Company may terminate Employee’s employment hereunder terminates the Executive for Cause by written notice at or for any timereason other than for Cause. For purposes As used in this Agreement, “Cause” with respect to Executive’s termination from employment, shall mean any of the following: (1) the Executive’s failure to cure the Executive’s material breach of this Agreement or any Company policy, regulation or guideline; (2) the Executive’s appropriation of a material business opportunity of the Company, including securing any material personal profit in connection with any transaction entered into on behalf of the Company. This provision shall not include opportunities communicated by the Executive to the Company which were rejected or on which the Company took no timely action; (3) the Executive’s misappropriation of any of the Company’s funds or property; (4) the Executive’s conviction of or entering of a guilty plea or a plea of no contest with respect to, a felony, or any other crime which materially and adversely affects the business of the Company or Executive’s ability to carry out her duties hereunder and with respect to which imprisonment for a term in excess of six (6) months is a possible punishment; (5) the Executive’s conduct, or lack thereof, which results in material economic damage to the Company or its reputation. It is expressly understood that if Executive’s good faith belief was that her conduct or lack thereof was in, or not opposed to, the best interest of the Company, then “Cause” shall not be satisfied hereunder; or (6) in the event there is a Change in Control (as used in this Agreement, a “Change in Control” shall have the meaning ascribed thereto in the Company’s 2012 Stock Incentive Plan as in effect on the date this Agreement becomes effective), for a period of twelve (12) months following the date of such Change in Control, the term “Cause” shall not include items (1) through (5) above and shall only mean Employee’s the following: (iA) gross negligence the Executive materially violates any Company policy, regulation or willful failure guideline which Executive fails to perform his duties hereunder or willful refusal to follow any lawful directive of the Company; cure within sixty (ii60) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced days following written notice of resignation as required such violation by Section 5(f), the Company to the Executive; or (B) the Executive’s conviction or any agreement governing any entering of the long-term incentive compensation a guilty plea or equity compensation awards granted a plea of no contest with respect to Employee by fraudulent or illegal activities which are materially injurious to the Company, its affiliates monetarily or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment otherwise. No termination of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the CompanyExecutive’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant shall be effective as a termination for Cause unless the provisions of this paragraph shall first have been complied with. The Executive shall be given a Notice of Termination by the Board. The Executive shall have sixty (60) days after receipt of such notice to this Section 5(c)cure such alleged violation. If he fails to cure such alleged violation within such sixty (60)-day period, Employee’s employment shallthe Executive shall then be entitled to a hearing before the Board. If after such hearing, at the election Board gives a second Notice of Termination to the Executive confirming that a majority of the Reporting Person at any time up to two years after Employee’s termination members of employment but in no event more than six months the Board that are not then employed as employees of the Company voted after the Reporting Person learns of the facts or events that could give rise hearing to the termination terminate him for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an EmployeeExecutive’s employment under this sentence to shall thereupon be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)Cause.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of Wherever reference is made in this AgreementAgreement to termination being with or without Cause, the term “Cause” shall mean Employee’s mean: (i) gross negligence the Executive repeatedly refuses or willful failure fails to perform his any of her duties hereunder or willful refusal and responsibilities as determined from time to follow any lawful directive of time by the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue : (a) the Executive’s persistent neglect of failing duty or chronic unapproved absenteeism (other than for a temporary or permanent disability) which remains uncured to provide at least 30 the reasonable satisfaction of the Company following thirty (30) days’ advanced written notice from the Company of resignation as required by Section 5(f), such alleged fault; and (b) the Executive’s refusal to comply with any reasonable and lawful directive or any agreement governing any policy of the long-term incentive compensation or equity compensation awards granted to Employee Company which refusal is not cured by the Executive within thirty (30) days of such written notice from the Company; provided, its affiliates that the Company shall not be required to give the Executive more than two cure periods with respect to this clause (i); (ii) the Executive acts (including a failure to act) in a manner which constitutes gross and willful misconduct or any gross negligence in the performance of their respective predecessors her duties; (iii) the “Equity Compensation”)Executive commits a material act of fraud, personal dishonesty or breach of his fiduciary duties misappropriation relating to the CompanyCompany or its affiliates; (iv) the Executive commits a material act of dishonesty, embezzlement, unauthorized use or disclosure of Confidential Information or other intellectual property or trade secrets, common law fraud or other fraud with respect thereto; (v) a breach by the Executive of a material provision of this Agreement or any willful act, or failure to act, in bad faith to the detriment of other written agreement with the Company; (vi) willful failure to cooperate in good faith with the Executive’s indictment for or conviction (or the entry of a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of a nolo contendere to, or equivalent plea) in a court of competent jurisdiction of a felony or any serious crimemisdemeanor involving material dishonesty or moral turpitude; provided thator (vii) the Executive’s habitual or repeated misuse of, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election or habitual or repeated performance of the Reporting Person at any time up to two years after EmployeeExecutive’s termination of employment but in no event more than six months after duties under the Reporting Person learns of the facts influence of, alcohol or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)controlled substances.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” shall mean Employee’s mean: (i) gross negligence or the Executive’s willful and continued failure to satisfactorily perform his the Executive’s duties hereunder as an executive of the Company (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for performance is delivered to the Executive, which demand specifically identifies the manner in which the Executive has not satisfactorily performed the Executive’s duties, and which gives the Executive at least thirty (30) days to cure such alleged deficiencies, (ii) the Executive’s willful refusal misconduct or dishonesty, which is demonstrably and materially injurious to follow any lawful directive the Company or an affiliate, monetarily, reputationally, or otherwise, (iii) the Executive’s engaging in egregious misconduct involving serious moral turpitude that results in the Executive’s credibility and reputation no longer conforming to the standard of officers of the Company; , (iiiv) abuse the Executive’s refusal or failure to substantially comply with the Company’s human resources rules, policies, directions or restrictions relating to harassment or discrimination, or to substantially comply with the Company’s Code of Business Conduct and, in addition, any applicable written rules, policies, directions or dependency on alcohol restrictions relating to compliance or drugs risk management, (illicit or otherwisev) that adversely affects Employeethe Executive’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets act that could result in the legal disqualification of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee Executive from being employed by the CompanyCompany or an affiliate, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful the Executive’s failure to reasonably cooperate in good faith with a governmental or internal investigation of the Company or an affiliate in any of its directorsinternal investigation or administrative, managersregulatory or judicial proceeding, officers or employees, if the Company requests his cooperation; (vii) failure to follow the CompanyExecutive’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided thatother crime involving moral turpitude. In addition, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that EmployeeExecutive’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, shall be deemed to have been terminated for Cause retroactively to if, after the date Executive’s employment has terminated, facts and circumstances are discovered that would have justified a termination for Cause. For purposes of this Section 5(h), an action shall not be “willful” if the events giving rise to Cause occurred, provided Executive reasonably believed that such action was in the best interests of the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan).

Cause. (i) The Company may may, at its option (but only if authorized by the Board at a meeting, at least three business days prior notice of which has been given to the Executive), terminate Employeethe Executive’s employment hereunder under this Agreement for Cause by (as hereinafter defined) upon written notice at any timeto the Executive (the “Cause Notice”). For purposes The Cause Notice shall state the particular action(s) or inaction(s) giving rise to termination for Cause. If the Cause cited in the Cause Notice is of the type specified in clauses 4(c)(ii), (B), (C) or (D) below, the Executive shall have fifteen days after the Cause Notice is given to cure the particular action(s) or inaction(s), to the extent a cure is possible. If the Executive so effects a cure to the reasonable satisfaction of the Board, the Cause Notice shall be deemed rescinded and of no force or effect. The exercise of the right of the Company to terminate this Agreement pursuant to this Section 4(c) shall not abrogate the rights or remedies of the Company or the Executive in respect of the breach giving rise to such termination. If the Company terminates the Executive’s employment for Cause, all obligations of the Company hereunder shall cease, except that the Executive shall be entitled to the payments and benefits specified in Section 4(b) hereof. (ii) As used in this Agreement, the term “Cause” shall mean Employee’s (i) gross negligence any one or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive more of the Company; following: (iiA) abuse any intentional act of fraud, embezzlement or dependency on alcohol theft by the Executive or drugs (illicit Commission of a felony or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any crime involving fraud, embezzlement, theft or dishonesty, or misrepresentation; (B) any deliberate misappropriation of money or other assets willful misconduct of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing Executive resulting in a material loss to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates Company or any of their respective predecessors (the “Equity Compensation”)its subsidiaries, or breach of his fiduciary duties damage to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation reputation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperationsubsidiaries; (viiC) failure any willful refusal by the Executive to follow perform the Executive’s duties under this Agreement or to perform specific directives of the Board which are consistent with the scope and nature of the Executive’s duties and responsibilities as set forth herein (other than such a refusal by Executive based on Executive’s good faith belief that compliance with the directive of the Board in question would constitute a violation of law or a breach of fiduciary duty to the Company’s code of conduct ) or ethics policy; and (viiiD) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than intentional breach by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election Executive of any one or more of the Reporting Person at any time up to two years after Employee’s termination of employment but covenants contained in no event more than six months after the Reporting Person learns of the facts Section 6, 7 or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)8 hereof.

Cause. The Executive’s employment with the Company may terminate Employee’s employment hereunder for Cause be terminated by written notice at any timethe Company with or without Cause. For purposes of this Agreement, the term “Cause” shall mean Employee’s mean: (i) gross negligence or willful the continued failure of Executive to perform his substantially Executive’s duties hereunder or willful refusal to follow any lawful directive of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directorsaffiliates or Executive’s material disregard of the directives of the Board (in each case other than any such failure resulting from any medically determined physical or mental impairment) that is not cured by Executive within 20 calendar days after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties or disregarded a directive of the Board; (ii) willful material misrepresentation at any time by Executive to the Board; (iii) Executive’s commission of any act of fraud, managers, officers misappropriation (other than misappropriation of a de minimis nature) or employees, if embezzlement against or in connection with the Company requests his cooperationor any of its affiliates or their respective businesses or operations; (viiiv) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction ofa conviction, guilty plea or plea of nolo contendere to, of Executive for any crime involving dishonesty or for any felony; (v) a felony material breach by Executive of his fiduciary duties of loyalty or care to the Company or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided of its affiliates or a 15-day cure period. If, subsequent to Employee’s termination material violation of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability Code of Business Conduct and Ethics or any other material breach of a Company policy, as the same may be amended from time-to-time; (vi) the engaging by Executive in illegal conduct, gross misconduct, gross insubordination or gross negligence that is materially and demonstrably injurious to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)business or financial condition; or (vii) a material breach by Executive of his representations under Section 7 of this Agreement or his obligations under Section 8, 9 or 10 of this Agreement that, in the case of Sections 8 or 9, is not cured (if curable) by Executive within 20 calendar days after written demand for such cure is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has materially breached his obligations.

Cause. The Company may immediately terminate EmployeeExecutive’s employment hereunder under this Agreement for Cause by “Cause” with written notice at any timeto Executive. For purposes of this Agreement, the term “Cause” shall mean Employee’s means, the good faith determination by the Company of any of the following: (i) Executive’s engaging in any acts of fraud, theft, or embezzlement involving the Company or its Affiliates; (ii) Executive’s willful or gross negligence neglect of, or repeated refusal or willful failure to perform his the material duties hereunder or willful refusal to follow any lawful directive responsibilities of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects EmployeeExecutive’s performance of duties hereunderposition; (iii) commission Executive’s engaging in any willful material act of dishonesty in connection with Executive’s responsibilities to the Company and/or any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Companyits Affiliates; (iv) breach Executive’s indictment, including any plea of guilty or nolo contendere, of any term felony or crime of this Agreement, including, without limitation, by virtue of failing moral turpitude which the Board reasonably determines is relevant to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), Executive’s position with the Company or any agreement governing any is damaging to the reputation or business of the long-term incentive compensation Company or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the CompanyAffiliates; (v) any willful actconduct or omission which could reasonably be expected to, or failure to actwhich does, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of cause the Company or any of its directorsAffiliates public disgrace, managers, officers disrepute or employees, if economic harm; (vi) Executive’s material violation of any written policies or procedures of the Company requests his cooperationor its Affiliates; (vii) failure Executive being found liable in any SEC or other civil or criminal securities law action, or entering any cease and desist order with respect to follow the Company’s code such action (regardless of conduct whether or ethics policynot Executive admits or denies liability); and and/or (viii) conviction of, or plea Executive’s breach of nolo contendere to, a felony any of the material terms of this Agreement or any serious crime; provided that, other written agreement with the Company will provide Employee with written notice describing the facts and circumstances that the or its Affiliates. The Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employeecannot terminate Executive’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election subsections (vi) or (viii) unless it has provided written notice to Executive of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns existence of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for circumstances constituting Cause retroactively to and such circumstances are not cured within fifteen (15) days from the date the events giving rise to Cause occurred, on which such notice is provided that if such conduct is curable as reasonably determined by the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan).

Cause. The Company may QTS LLC shall have the right to terminate EmployeeExecutive’s employment hereunder for Cause by giving written notice at of such termination to Executive upon the occurrence of any time. For one or more of the following events (which, for purposes of this Agreement, the term shall constitute “Cause” shall mean Employee”): (a) any willful act or omission by Executive, other than as a result of Executive’s death or Disability, that causes material harm and represents a breach of Section 5.1; (ib) gross negligence Executive’s conviction and exhaustion of all appeals of, or pleading guilty or nolo contendere to, a crime that constitutes a felony involving dishonesty or moral turpitude; or (c) Executive’s willful failure to perform his duties hereunder or willful refusal to follow any lawful directive of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any an act of fraud, embezzlement, theft misappropriation or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing fiduciary duty against any of the long-term incentive compensation Quality Companies; provided that no act or equity compensation awards granted failure to Employee by act on the Company, its affiliates or any part of their respective predecessors (the Executive shall be considered “Equity Compensation”)willful” unless it is done, or breach omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of his fiduciary duties to the applicable Quality Company; (v) any willful act, . Any act or failure to act, in bad faith based upon specific authority given pursuant to a resolution duly adopted by the detriment Board or a committee thereof or based on the advice of counsel for the Company; (vi) willful failure Company or the General Partner shall be conclusively presumed to cooperate be done, or omitted to be done, by Executive in good faith with a governmental or internal investigation and in the best interests of the Company or applicable Quality Company. Except as provided in Section 4.1.1 of this Agreement, any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than Executive by the Company for any reason, including without limitation, a termination for alleged failures of performance, shall be deemed a termination without Cause, unless it is determined in good faith established that the reason for the termination was the occurrence of an event constituting Cause. (i) QTS LLC shall have first given Executive written notice stating with reasonable specificity the act(s) on which such termination is premised within twenty (20) days after the party providing such notice becomes aware or reasonably should have become aware of such act, and (ii) the Board by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, affirmative vote of at the election least three-fourths of its members (other than Executive if then serving as a member of the Reporting Person at any time up Board) find that the act alleged to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for be Cause constitutes Cause, has not been cured or remedied within thirty (30) days after receipt of such notice, and provided, such act is of such a nature that it cannot with due diligence be deemed cured within the time required, Executive shall not have commenced, or shall not thereafter diligently prosecute to have been terminated for Cause retroactively completion, all steps necessary to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence cure such act alleged to be terminated for Cause shall lapse upon within a Change reasonable period of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)time.

Cause. The Company may terminate Employee’s the Executive's employment ----- hereunder for Cause by written notice at any timeCause. For purposes of this Employment Agreement, the term “Cause” Company shall mean Employee’s have "cause" to terminate the Executive's hereunder upon: (i) The conviction of Executive of a felony or other crime involving theft, misappropriation of funds, fraud or moral turpitude; (ii) The engaging by Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise, including but not limited to any material misrepresentation related to the performance of his duties; (iii) Executive's gross negligence negligent or willful failure to perform gross misconduct in carrying out his duties hereunder or willful refusal resulting, in either case, material harm to follow any lawful directive of the Company; ; (iiiv) abuse Any breach by Executive of or dependency on alcohol or drugs this Agreement. Notwithstanding the foregoing, in the event the basis for a termination for cause is under subsections 7 (illicit or otherwisec) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreementabove, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee Executive shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, not be deemed to have been terminated for Cause retroactively cause unless and until there shall have been delivered to him a copy of the Resolution of the Board of Directors or any appropriately designated committee at the Board, providing that he has engaged in the conduct set forth above in Section 7 (c) (iii) or (iv) (as interpreted and enforced consistently with the Company's treatment of all other executives and senior management) and specifying the particulars thereof in detail, and Executive shall not have cured such conduct to the reasonable satisfaction of the Board within 30 days of receipt of such resolution. The parties agree that no allegations concerning the conduct of Executive or other events, occurrences or activities involving the performance of Executive's duties and obligations under this Employment Agreement known to the Company prior to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s hereof shall constitute grounds for termination of Executive's employment under this sentence to be terminated for Cause shall lapse upon a Change of Control Section 7 (as defined in the Company’s 2016 Omnibus Incentive Compensation Planc). 5. Section 7(e) shall be renumbered as Section 7(f). 6. Section 7(f) shall be renumbered as Section 7(g). 7. A new Section 7(e) shall be inserted as follows:

Cause. The Company may terminate Employee“Cause” for termination shall mean a determination by the Board of Directors in good faith that any of the following events has occurred: (i) indictment of the Executive of, or the conviction or entry of a plea of guilty or nolo contendere by the Executive to, any felony, or any misdemeanor involving moral turpitude; (ii) the Executive engaging in conduct which constitutes a material breach of a fiduciary duty or duty of loyalty, including without limitation, misappropriation of funds or property of the REIT, DiamondRock Hospitality Limited Partnership (the “Operating Partnership”) and their subsidiaries (the REIT, the Operating Partnership and their subsidiaries are hereinafter referred to as the “DiamondRock Group”) other than an occasional and de minimis use of DiamondRock Group property for personal purposes; (iii) the Executive’s employment hereunder willful failure or gross negligence in the performance of the Executive’s assigned duties for Cause the DiamondRock Group, which failure or gross negligence |US-DOCS\155440181.4|| continues for more than 5 days following the Executive’s receipt of written or electronic notice of such willful failure or gross negligence from the Board of Directors or the Chief Executive Officer; (iv) any act or omission of the Executive that has a demonstrated and material adverse impact on the DiamondRock Group’s reputation for honesty and fair dealing or any other conduct of the Executive that would reasonably be expected to result in injury to the reputation of the DiamondRock Group; or (v) the Executive’s willful failure to cooperate with a bona fide internal investigation or an investigation by written notice at any timeregulatory or law enforcement authorities, after being instructed by the REIT to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate, destroy or fail to produce documents or other materials. For purposes of this Agreement, the term “Cause” shall mean Employee’s (i) gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f2(b), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith based upon authority given pursuant to a resolution duly adopted by the detriment Board of Directors or based upon the Company; (vi) willful failure written advice of counsel for the DiamondRock Group shall be conclusively presumed to cooperate be done, or omitted to be done, by the Executive in good faith with a governmental or internal investigation and in the best interests of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure periodDiamondRock Group. If, subsequent to Employee’s termination The cessation of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, Executive shall not be deemed to be for Cause unless and until there shall have been terminated for Cause retroactively delivered to the date Executive a copy of a resolution duly adopted by the events giving rise to Cause occurredaffirmative vote of the Board of Directors, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined finding that, in the Company’s 2016 Omnibus Incentive Compensation Plangood faith opinion of the Board of Directors, the Executive has engaged in the conduct described in this Section 2(b); provided, that if the Executive is a member of the Board of Directors, the Executive shall not vote on such resolution.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” shall mean Employee’s (i) gross negligence the Executive has been convicted or willful failure to perform his duties hereunder entered a plea of guilty or willful refusal to follow any lawful directive nolo contendere in a federal or state court of the Companya crime classified as a felony or a crime involving moral turpitude; (ii) abuse of action or dependency on alcohol or drugs inaction by the Executive (illicit or otherwiseA) that constitutes embezzlement, theft, misappropriation or conversion of assets of any Company Entity which alone or together with related actions or inactions involve assets of more than a de minimis amount or that constitutes intentional fraud, gross malfeasance of duty, or conduct grossly inappropriate to the Executive’s office, and (B) such action or inaction has adversely affects Employeeaffected or is likely to adversely affect the business of the Company Entities, taken as a whole, or has resulted or is intended to result in a direct or indirect gain or personal enrichment of the Executive (or the Executive’s performance relatives or other similar close relations, as applicable) to the detriment of duties hereunderany Company Entity; (iii) commission of any fraud, embezzlement, theft or dishonestythe Executive has been grossly inattentive to, or any deliberate misappropriation of money or other assets of in a grossly negligent manner failed to competently perform, the Executive’s job duties and the failure was not cured within 30 days after written notice from the Company; (iv) breach by the Executive of any term material provision of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) material violation of any willful actCompany policy or code, or failure to act, in bad faith to term of any agreement between the detriment of Executive and the Company; or (vi) willful failure to cooperate in good faith with a governmental substantial or internal investigation habitual abuse of alcohol and/or drugs, including prescription medication or similar substances that impair the Executive’s job performance. Any termination of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of Executive's employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant shall be communicated by written notice from the Company to this Section 5(c)the Executive, Employee’s employment shall, at which notice shall set forth in reasonable detail the election facts and circumstances claimed to provide a basis for termination of the Reporting Person at any time up to two years after Employee’s termination Executive's employment under this provision (the “Notice of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, Termination”). The Executive shall not be deemed to have been terminated for Cause unless and until (x) the Executive receives a Notice of Termination from the Company; (y) the Executive is given the opportunity to be heard before the Board; and (z) the Board finds in its good faith opinion, the Executive engaged in the conduct set forth in the Notice of Termination. The Board may retroactively deem a termination of the Executive’s employment to have been for “Cause” if circumstances constituting “Cause” existed prior to the Executive’s date of termination, but become known to the events giving rise to Cause occurred, provided that Board after the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change date of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)termination.”

Cause. The Company may Employer has the right to terminate EmployeeExecutive’s employment hereunder for Cause by written notice at any timeproviding Executive with a Notice of Termination, and such termination will not be a breach of this Agreement by the Employer. For purposes of this Agreement, the term “Cause” shall mean Employee’s means the occurrence of any one or more of the following events: (i) gross negligence Executive’s conviction of, or entry by Executive of a guilty or no contest plea to, a felony or crime involving moral turpitude; (ii) Executive’s willful commission of an act of fraud or willful dishonesty resulting in economic or financial injury to the Company, Employer, or any affiliate; (iii) Executive’s willful failure to substantially perform his duties hereunder or gross neglect of Executive’s duties, including, but not limited to, the willful refusal failure to follow any lawful directive of the Company; (ii) abuse Board, within the reasonable scope of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects EmployeeExecutive’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Companyduties; (iv) breach Executive’s performance of any term of this Agreementacts materially detrimental to the Company, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f)Employer, or any agreement governing any of the long-term incentive compensation affiliate, unless such acts were made in good faith or equity compensation awards granted to Employee were otherwise approved in advance by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the CompanyBoard; (v) any willful actExecutive’s use of narcotics, alcohol, or failure illicit drugs in a manner that has or would reasonably be expected to act, in bad faith to the detriment have a material detrimental effect on Executive’s performance of his duties as an employee of the Company; (vi) willful failure to cooperate in good faith with Executive’s commission of a governmental or internal investigation violation of the Code of Conduct of the Company or the Employer any of its directorsother rule or policy adopted by the Company, managersthe Employer, officers or employeesany affiliate which results in material injury to the Company, if the Company requests his cooperationEmployer, or an affiliate; (vii) failure to follow the CompanyExecutive’s code material breach of conduct this Agreement, including, but not limited to, any material breach by Executive of any covenant set forth in Section 9 hereof; or ethics policy; and (viii) conviction ofany other willful acts or omissions which would reasonably be expected to be contrary to the best interests of the Company, Employer, or plea an affiliate which has caused, or is likely to cause, material harm to one or more of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes them. Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, not be deemed to have been terminated for Cause retroactively exist with respect to clause (iii), clause (vi), clause (vii), and clause (viii) above unless (A) the date Employer provides written notice to Executive of the events conduct giving rise to Cause occurredunder the applicable clause within ninety (90) days after the Employer has actual knowledge of the existence of such conduct and (B) Executive fails to completely remedy the conduct so identified and, provided that the Company’s ability with respect to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change clause (vi), clause (vii) and clause (viii) any actual harm associated therewith within thirty (30) days after receipt of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)such notice.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” shall mean Employee’s means the occurrence of any one or more of the following: (i) gross negligence or willful failure the Employee’s refusal (after written notice and reasonable opportunity to cure) to perform his duties hereunder or willful refusal to follow any lawful directive properly assigned which are consistent with the scope and nature of the Company; Employee’s position, (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects the Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties an act materially and demonstrably detrimental to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation financial condition and/or goodwill of the Company or any of its directorssubsidiaries, managers, officers which act constitutes gross negligence or employees, if willful misconduct in the performance of duties to the Company requests his cooperation; or any of its subsidiaries, (viiiii) failure the Employee’s commission of any theft, fraud, act of dishonesty or breach of trust resulting in or intended to follow result in material personal gain or enrichment of the CompanyEmployee at the direct or indirect expense of the Company or any of its subsidiaries, (iv) the Employee’s code of conduct or ethics policy; and (viii) conviction of, or plea of guilty or nolo contendere toto a felony, (v) a felony material violation of any restrictive covenant with respect to non-competition, non-solicitation, confidentiality or protection of trade secrets (or similar provision regarding intellectual property) by which the Employee is bound under any serious crime; provided that, agreement between the Employee and the Company and its subsidiaries, or (vi) a material and willful violation of the Company’s written policies or of the Employee’s statutory or common law duty of loyalty to the Company or its affiliates that in either case is materially injurious to the Company, monetarily or otherwise. No act or failure to act will provide be considered “willful” (x) unless it is done, or omitted to be done, by the Covered Employee with in bad faith or without reasonable belief that the Employee’s action or omission was in the best interests of the Company or (y) if it is done, or omitted to be done, in reliance on the informed advice of the Company’s outside counsel or independent accountants or at the express direction of the Board. An event described in clauses (i), (ii), (iii), (v) or (vi) of this definition herein shall not be treated as “Cause” until after the Employee has been given written notice describing of such event, failure, conduct or breach and the facts and circumstances Employee fails to cure such event, failure, conduct or breach within 30 calendar days from such written notice; provided, however, that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15such 30-day cure period. Ifperiod shall not be required if the event, subsequent to Employee’s termination of employment hereunder for any reason other than failure, conduct or breach is determined by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change incapable of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)being cured.

Cause. The Company may terminate Employee’s the Executive's employment hereunder for Cause by written notice at any timeCause. For purposes of this Agreement, the term “"Cause” " shall mean Employee’s the Executive's (i) commission of an act which constitutes common law fraud, embezzlement or a felony, an act of moral turpitude, or of any tortious or unlawful act causing material harm to the AUGI Group 's business, standing or reputation, (ii) gross negligence on the part of the Executive in the performance of his duties hereunder, (iii) breach of his duty of loyalty or willful care to the AUGI Group, (iv) other misconduct that is materially detrimental to the AUGI Group, (v) subject to the Closing Agreement, the ongoing refusal or failure to perform his the Executive's duties hereunder or willful the deliberate and consistent refusal to conform to or follow any reasonable policy adopted by the AUGI Board or lawful directive instructions of the Company; AUGI Board, in each case after receiving written notice describing his non-compliance and being given a ten (ii10) abuse business day opportunity to cure (to the extent curable) such non-compliance, or (vi) material breach by the Executive of this Agreement or dependency on alcohol the Closing Agreement, including without limitation the non-competition and non-solicitation provisions of Section 8 hereof, or drugs any other agreement with or for the benefit of the AUGI Group to which the Executive is a party or by which the Executive is bound, which is not cured (illicit or otherwiseto the extent curable) that adversely affects Employee’s performance within ten (10) business days following written notice from the AUGI Group. The allegation by the AUGI Group of duties hereunder; (iii) commission of any a fraud, embezzlement, theft felony, tortious or dishonesty, or any deliberate misappropriation of money or other assets unlawful act of the CompanyExecutive shall constitute "Cause" only if same is subsequently determined by a court of law or equity to be such an act or is agreed to by the Executive; (iv) breach pending such determination, the AUGI Group may withhold payment of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of Salary and may relieve the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach Executive of his fiduciary duties to the Company; (v) any willful actas described herein, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employeesprovided that, if the Company requests his cooperation; (vii) failure relevant act or omission is not ultimately determined to follow the Company’s code of conduct constitute a tortious or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election unlawful act of the Reporting Person at any time up to two years after Employee’s termination Executive as provided above, then such Salary withholding and the Executive being relieved of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, his duties shall be deemed to have been terminated for Cause retroactively to a dismissal or termination of the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)Executive without Cause.

Cause. The In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate EmployeeExecutive’s employment hereunder for Cause by (as defined in this Section) effective immediately upon delivery of written notice at to Executive, and Executive will not be entitled to any timeSeverance Benefits. For purposes As used herein, “ Cause ” means any of this Agreement, the term “Cause” shall mean Employee’s following: (i) gross negligence Company’s determination that Executive has materially neglected, failed, or willful failure refused to render the Services or perform his any other material duties hereunder or willful refusal to follow any lawful directive of the Companyobligations under this Agreement; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) Company’s determination that adversely affects Employee’s performance of duties hereunder; (iii) commission of Executive has otherwise materially violated any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term provision of this Agreement, including, without limitation, by virtue violation of failing Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f)the Services, or any agreement governing of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the long-term incentive compensation other Company Parties; or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful actact or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or failure to actthat ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directorsthe other Company Parties; provided, managershowever , officers or employeesthat with respect to clauses (i) and (ii) of this Section, if the such breach or violation is susceptible to cure, Company requests his cooperation; (vii) failure to follow the Companymay not terminate Executive’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the employment for Cause unless Company will provide Employee provides Executive with written notice describing the facts specifying such breach or violation, in reasonable detail, and circumstances Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further , that the Board of Company believes constitutes Cause andshall have the sole discretion to determine whether such a breach or violation is subject to cure, in cases where and if so, whether the Executive successfully effected a cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)following notice.

Cause. The Company may terminate EmployeeExecutive’s employment hereunder for “Cause” by providing a Notice of Termination (as defined in Section 6 below) that notifies Executive of his termination for Cause by written notice at any time(as defined below), effective as of the date of such notice. For “Cause” shall mean, for purposes of this Agreement, the term “Cause” shall mean Employee’s : (i) gross negligence the continued failure by Executive to use good faith efforts in the performance of Executive’s duties under this Agreement (other than any such failure resulting from Disability or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive other allowable leave of the Companyabsence); (ii) abuse be charged with or convicted of or dependency on alcohol or drugs any criminal offence (illicit or otherwise) that adversely affects Employee’s performance other than an offence under the Road Traffic Acts for which a penalty of duties hereunderimprisonment is not imposed); (iii) commission of any fraudthe engagement by Executive in willful misconduct or negligence that has caused, embezzlementor, theft is reasonably likely to cause, material harm (financial or dishonesty, otherwise) to the Company or any deliberate misappropriation of money or other assets of the Companyits affiliates; (iv) breach of any term of this Agreement, includingsuch harm may be caused by, without limitation, by virtue (A) the unauthorized disclosure of failing to provide at least 30 days’ advanced written notice of resignation material secret or Confidential Information (as required by defined in Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v8(d) any willful act, or failure to act, in bad faith to the detriment of the Company; (vibelow) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directorsaffiliates, managers(B) the debarment of Endo or any of its affiliates by the U.S. Food and Drug Administration or any successor agency (the “FDA”) or any non-U.S. equivalent, officers or employees, if (C) the Company requests his cooperationregistration of the Endo or any of its affiliates with the U.S. Drug Enforcement Administration of any successor agency (the “DEA”) to be revoked; (viiiv) failure the debarment of Executive by the FDA; (v) the continued material breach by Executive of this Agreement or any material breach by Executive of a Company policy; or (vi) Executive makes, or is found to follow have made, a certification relating to the Company’s code of conduct or ethics policy; financial statements and public filings that is known to Executive to be false. Notwithstanding the foregoing, prior to having “Cause” for Executive’s termination (other than as described in clauses (ii) and (viiiiv) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided thatabove), the Company will must deliver a written demand to Executive which specifically identifies the conduct that may provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company grounds for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election within ninety (90) calendar days of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability actual knowledge of such conduct, events or circumstances, and Executive must have failed to deem an Employee’s employment under cure such conduct (if curable) within thirty (30) days after such demand. References to the Company in subsections (i) through (vi) of this sentence to be terminated for Cause paragraph shall lapse upon a Change also include affiliates of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan).

Cause. The Company may terminate Employeethe Executive’s employment hereunder for Cause by written notice at any time, with or without Cause. For purposes of this Agreement, the term “Cause” shall mean Employee’s the occurrence of any of the following: (i) gross negligence the Executive’s failure (except where due to a disability contemplated by subsection (b) hereof), neglect or willful failure refusal to perform his duties hereunder hereunder, (ii) any breach of this Agreement by the Executive (or any grossly negligent, willful refusal or intentional act of the Executive) that injures the reputation or business of the Company or its affiliates in any material respect; (iii) material breach by the Executive of his obligations under this Agreement; (iv) Executive’s gross negligence in the performance or intentional, material nonperformance (continuing for ten (10) days after receipt of written notice of need to follow cure) of any lawful directive of Executive’s material duties and responsibilities hereunder; (v) Executive’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company; (iivi) abuse the Executive’s indictment of, conviction of, or pleading of no contest to a felony or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunderany misdemeanor involving fraud; (iiivii) the commission by the Executive of any fraud, an act of fraud or embezzlement, theft or dishonesty, or any deliberate other act involving the misappropriation of money funds or other assets of the Companyassets; or (ivviii) breach of any term of this Agreement, including, without limitation, chronic alcohol abuse or illegal drug use by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful Executive. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in bad good faith to and in the detriment best interests of the Company; . Cause shall not exist pursuant to clause (vii), (ii), (iii) willful failure or (iv) of this Section 6(c) unless the Executive has failed to cooperate in good faith with a governmental or internal investigation correct the activity alleged to constitute “Cause” within ten (10) days following written notice from the Company of such activity, which notice shall specifically set forth the nature of such activity and the corrective action reasonably sought by the Company. Notwithstanding the foregoing, the termination of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that EmployeeExecutive’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change be pursuant to the action of Control (as defined the Board, taken in conformity with the By-laws of the Company. In the event of Executive’s 2016 Omnibus Incentive Compensation Plan)termination for Cause as set forth above, Executive shall not be entitled to any severance compensation.

Cause. The Company may terminate Employeethe Executive’s employment hereunder for Cause by written notice at any timeduring the Employment Period either with or without Cause. For purposes of this Agreement, the term “”Cause” “ shall mean Employee’s mean: (i) gross negligence the Executive is convicted of, or willful failure pleads guilty or nolo contendere to perform his duties hereunder a charge of commission of a felony involving moral turpitude or willful refusal to follow any lawful directive of the Company; securities or banking laws; (ii) abuse of the Executive has engaged in willful gross neglect or dependency on alcohol willful gross misconduct in carrying out his duties, which is reasonably expected to result in material economic or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; material reputational harm to the Company; (iii) commission of any fraud, embezzlement, theft the Executive is subject to an action taken by a regulatory body or dishonesty, a self-regulatory organization that materially impairs or any deliberate misappropriation of money or other assets of prevents the CompanyExecutive from performing his duties with the Company that are required under this Agreement; or (iv) breach of the Executive willfully breaches any term material provision of this Agreement. For purposes of this Section 4(b), includingno act or failure to act, without limitationon the part of the Executive, shall be considered ”willful“ unless it is done, or omitted to be done, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), the Executive in bad faith or any agreement governing any without reasonable belief that the Executive’s action or omission was in the best interests of the long-term incentive compensation Company or equity compensation awards granted to Employee by at the Company, its affiliates or any advice of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful counsel. Any act, or failure to act, in bad faith based upon authority given pursuant to a resolution duly adopted by the detriment Board, Bank Board, or upon the instructions of the Company; (vi) willful failure Board, the Bank Board, or the lead independent director of the Board or based upon the advice of counsel for the Company shall be conclusively determined to cooperate be done, or omitted to be done, by the Executive in good faith with a governmental or internal investigation and in the best interests of the Company or and therefore not willful. To invoke a termination with Cause on any of its directorsthe grounds enumerated under Section 4(b)(ii) or Section 4(b)(iv), managersthe following process must be followed: (1) the Board, officers or employeesafter a duly noticed meeting with a quorum of Disinterested Directors (as defined below) present, if must approve and provide notice to the Company requests his cooperation; (vii) failure to follow Executive of the existence of such grounds within 30 days following the Company’s code knowledge of conduct such grounds (the ”Cause Notice”); (2) the Executive shall be provided with 30 days to cure the alleged grounds (the ”Cure Period”); (3) during the Cure Period, the Executive shall be provided the opportunity to make an in-person and written presentation to the Disinterested Directors from whom the Cause Notice was provided; (4) the Company shall provide all documents reasonably requested by the Executive that are related to the Cause determination or ethics policywhether the directors are Disinterested Directors and not subject to attorney-client privilege, confidentiality obligations or prohibited from being disclosed pursuant to applicable law or legal process; (5) if, after the Cure Period and taking into account any presentation by the Executive, the Disinterested Directors determine that Cause exists, the Disinterested Directors shall provide written notice to the Executive immediately and describe the reasoning of their decision to terminate the Executive’s employment for Cause; (6) the Executive shall then have seven calendar days from receipt of such notice to provide a response to the decision or otherwise cure the allegedly uncured breaches; and (viii7) conviction of, the Disinterested Directors shall conduct a hearing on or plea after the expiration of nolo contendere to, a felony or the period set forth in clause (6) in which the Executive shall be entitled to present his response to the conclusion of the Disinterested Directors after which hearing and considering any serious crime; provided thatresponse by the Executive, the Company will provide Employee with written notice describing Disinterested Directors shall make their final decision on Cause. ”Disinterested Directors“ shall be the facts and circumstances that members of the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason Board (other than by the Company for Cause, it is determined in good faith by Executive) who are not party to the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give transactions giving rise to the termination for allegation of Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan).

Cause. The Company may terminate EmployeeExecutive’s employment hereunder during the Employment Period for Cause by written notice at any timeor without Cause. For purposes of this Agreement, with respect to any award made pursuant to the term LTIP, “Cause” shall mean Employee’s (i) conduct which is a material violation of Company policy or which is fraudulent or unlawful or which materially interferes with Executive’s ability to perform Executive’s duties, (ii) misconduct which damages or injures the Company or substantially damages the Company’s reputation, or (iii) gross negligence in the performance of, or willful failure to perform his perform, Executive’s duties hereunder or willful refusal to follow any lawful directive of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or and responsibilities. For all other assets of the Company; (iv) breach of any term purposes of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors “Cause” shall mean (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (vi) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the CompanyExecutive’s code of conduct or ethics policy; and (viii) conviction of, or plea of guilty or nolo contendere toto a charge of commission of, a felony felony, or of a misdemeanor involving the money or property of the Company or any serious crime; provided thatsubsidiary, (ii) Executive’s (x) willful and continued failure to substantially perform the duties and responsibilities of his position or (y) failure to comply in all material respects with the written policies of the Company, which failure, to the extent subject to cure, is not remedied within twenty-one days after written notice thereof from the Company will provide Employee with written notice describing to Executive, (iii) Executive having willfully engaged in misconduct that materially damages or injures the facts and circumstances that reputation of the Company believes constitutes Cause andor any subsidiary, (iv) Executive having breached the provisions of Sections 6(a) or 6(b) of this Agreement, (v) Executive’s willful breach of the confidentiality provisions of this Agreement, or (vi) gross negligence in cases where cure is possiblethe performance of Executive’s duties and responsibilities. For purposes of this Section 3(b), Employee no act or failure to act, on Executive’s part shall first be provided a 15-day cure period. Ifdeemed to be “willful” unless done, subsequent or omitted to Employee’s termination of employment hereunder for any reason other than be done, by the Company for Cause, it is determined Executive not in good faith by and without reasonable belief that such act or omission was in the Reporting Person that Employeebest interest of the Company. Any termination of Executive’s employment could have been terminated by the Company for Cause pursuant shall be effective only upon delivery to this Section 5(c), Employee’s employment shall, at the election Executive of a certified copy of a resolution of the Reporting Person at any time up to two years after Employee’s termination Board of employment but in no event more than six months after Directors, adopted by the Reporting Person learns affirmative vote of a majority of the facts or events entire membership of the Board of Directors (excluding Executive) following a meeting at which Executive was given an opportunity to be heard on at least five business days’ advance notice, finding that could give rise to Executive was guilty of the termination for conduct constituting Cause, be deemed to have been terminated for Cause retroactively to and specifying the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)particulars thereof.

Cause. The Company may terminate Employee’s the Executive's employment hereunder during the Employment Period for Cause by written notice at any timeCause. For purposes of this Agreement, the term “"Cause” " shall mean Employee’s (i) gross negligence or the Executive's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, willful failure to perform his stated duties hereunder or willful refusal to follow any lawful directive of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue the legitimate directions of failing to provide at least 30 days’ advanced written notice the Board of resignation Directors consistent with the Executive's position as required by Section 5(f)Executive Vice President, General Counsel and Chief Operating Officer, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or willful material breach of any agreement governing provision of this Agreement. Without limiting the foregoing, drunkenness or abuse of any controlled substance or excessive absenteeism not related to illness shall constitute a material breach of this Agreement. To the long-term incentive compensation extent that you unintentionally violate this Agreement or equity compensation awards granted to Employee by written policies, standards and regulations of the Company, its affiliates or any of their respective predecessors such violation shall not, by itself, constitute "cause" under this paragraph unless (the “Equity Compensation”), or breach of his fiduciary duties i) it results in material harm to the CompanyCompany or its subsidiaries; or (vii) any willful if curable, it shall continue uncured for five business days after written notice thereof from the Company to you; or (iii) it recurs after you have received actual notice of the same or substantially similar violation; or (iv) it is part of a pattern of violations evidencing a disregard of the Executive's duties and obligations under this Agreement and as the Executive Vice President, General Counsel and Chief Operating Officer. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in bad good faith to and in the detriment best interests of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation . After the Effective Date, the cessation of employment of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee Executive shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, not be deemed to be for Cause unless and until there shall have been terminated for Cause retroactively delivered to the date Executive a copy of a resolution duly adopted by the events giving rise affirmative vote of a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Cause occurredthe Executive and the Executive is given an opportunity, provided that the Company’s ability to deem an Employee’s employment under this sentence together with counsel, to be terminated for Cause shall lapse upon a Change of Control (as defined heard before the Board), finding that, in the Company’s 2016 Omnibus Incentive Compensation Plan)good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

Cause. The Company may terminate EmployeeTermination of the Executive’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” shall mean Employee’s termination because (i) gross negligence the Executive intentionally engages in dishonest conduct in connection with his performance of services for the Corporation or willful failure to perform the Bank resulting in his duties hereunder or willful refusal to follow any lawful directive conviction of the Companya felony; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction Executive is convicted of, or plea of pleads guilty or nolo contendere to, a felony or any serious crimecrime involving moral turpitude; provided that, (iii) the Company will provide Employee with Executive willfully fails or refuses to perform his duties under this Agreement and fails to cure such breach within fifteen (15) days following written notice describing thereof from the facts Corporation or the Bank; (iv) the Executive breaches his fiduciary duties to the Corporation or the Bank for personal profit; or (v) the Executive willfully breaches or violates any law, rule or regulation (other than traffic violations or similar offenses), or final cease and circumstances desist order in connection with his performance of services for the Corporation or the Bank, and fails to cure such breach or violation within fifteen (15) days following written notice thereof from the Corporation or the Bank. For purposes of this section, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Company believes constitutes Cause andExecutive=s action or omission was in the best interests of the Corporation or the Bank. Any act, in cases where cure is possibleor failure to act, Employee shall first be provided based upon authority given pursuant to a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than resolution duly adopted by the Company Boards or based upon the written advice of counsel for Causethe Corporation or the Bank shall be conclusively presumed to be done, it is determined or omitted to be done, by the Executive in good faith by and in the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election best interests of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after Corporation or the Reporting Person learns of Bank. Notwithstanding the facts or events that could give rise to foregoing, the termination for Cause, Executive shall not be deemed to have been terminated for Cause retroactively without (i) reasonable written notice to the date Executive setting forth the events giving rise reasons for the Employers’ intention to Cause occurredterminate for Cause, provided that (ii) an opportunity for the Company’s ability to deem an Employee’s employment under this sentence Executive, together with his counsel, to be terminated for Cause shall lapse upon heard before the Boards of Directors of the Employers, and (iii) thereafter delivery to the Executive of a Change Notice of Control (as defined Termination from the Boards of Directors of the Employers finding that, in the Company’s 2016 Omnibus Incentive Compensation Plan)good faith opinion of such Boards upon vote of at least 75% of the members of each Board, the Executive was guilty of conduct set forth above.

Cause. The Company may terminate Employee’s the Executive's employment hereunder for Cause by at any time upon written notice at any timeto the Executive. For the purposes of this Agreement, the term “Company shall have "Cause” shall mean Employee’s " to terminate the Executive's employment hereunder upon (i) gross negligence the Executive's breach of any of the obligations set forth in Sections 6 and 7 of this Agreement, or (ii) conduct of the Executive which constitutes breach of any of the obligations set forth in this Agreement (except to the extent addressed in clause (i) above) that continues for a period of 30 days after the Company has given written notice to the Executive that it intends to terminate the Executive's employment hereunder pursuant to this clause (ii) if such conduct continues, or (iii) the Executive's willful failure to perform his or her duties hereunder or responsibilities in a manner prescribed by the Management Committee or willful refusal to follow any lawful directive of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation fiduciary duty as required by Section 5(f), an officer or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation director of the Company or any of its directorsSubsidiaries or Affiliates, managersor as an officer, officers trustee, director or employees, if other fiduciary of any pension or employee benefit plan of the Company requests his cooperation; or its Subsidiaries or Affiliates, or (viiiv) failure the Executive's commission of a felony involving fraud, personal dishonesty or moral turpitude, or (v) other conduct by the Executive that is materially harmful to follow the Company’s code business interests of the Company or any of its Subsidiaries or Affiliates that continues for a period of 30 days after the Company has given written notice to the Executive that it intends to terminate the Executive's employment hereunder pursuant to 7 this clause (v) if such conduct continues or if, in the case of conduct or ethics policy; not completely within the Executive's control, there has not been a good faith effort to discontinue such conduct, in the case of clauses (ii) and (viiiv) conviction ofhereof, or plea as may be determined by the Management Committee of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing in its reasonable judgment, but only after a meeting of the facts and circumstances that Management Committee of the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by at which the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem Executive has had an Employee’s employment under this sentence opportunity to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)heard.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes Notwithstanding the terms of this Agreement, the term Company may discharge Executive and terminate this Agreement for cause (“Cause” shall mean Employee’s ”) only in the event (i) gross negligence or of Executive’s willful failure and repeated refusal, to materially perform his duties or a material covenant hereunder with reasonable diligence, or willful refusal to follow any a material, lawful directive of the Company; Board commensurate with Executive’s position (other than a failure or refusal resulting from Executive’s incapacity), (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects EmployeeExecutive’s performance of duties hereunder; (iii) commission of any an act involving a fraud, embezzlement, or theft against the property or dishonesty, or any deliberate misappropriation of money or other assets personnel of the Company; , (iii) Executive’s engagement in conduct that the Company in good faith reasonably determines will have a material adverse affect on the reputation, business, assets, properties, results of operations or financial condition of the Company, (iv) breach Executive shall be indicted for a non-driving related felony or a crime involving moral turpitude, or (v) Executive shall fail to effect the Executive Equity Purchase in accordance with Section 5(b) above. Notwithstanding anything set forth herein to the contrary, prior to the Company having the right to discharge Executive pursuant to clauses (i) or (iii) of any term of this Agreementthe immediately preceding sentence, including, without limitation, by virtue of failing the Company shall first be required to provide give Executive at least 30 thirty (30) days’ advanced prior written notice of resignation as required by any alleged breach under Section 5(f), 8(a)(i) or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors Section 8(a)(iii) above (the “Equity CompensationNotice”), or breach of his fiduciary duties and for such Notice to be effective it must specify in reasonable detail the Company; nature of, and facts and circumstances relative to, such alleged Cause, and Executive shall have a reasonable opportunity to cure any such alleged improper actions within such thirty (v30) any willful actday period (and in the event Executive takes such curative actions, or failure the Notice shall be deemed withdrawn). Executive shall have had an opportunity, together with counsel, to act, in bad faith to be heard before the detriment Board upon receipt of the Company; (vi) willful failure to cooperate Notice. As used in good faith with a governmental or internal investigation of this Section, the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow includes the Company’s code subsidiaries and affiliates, but any determination of conduct or ethics policy; and (viii) conviction of, or plea Cause shall be made only by formal action of nolo contendere to, a felony or any serious crime; provided that, majority of the Company will provide Employee with written notice describing Board not including Executive. In the facts and circumstances that the Company believes constitutes Cause and, in cases where cure event Executive is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause discharged pursuant to this Section 5(c8(a), Employee(i) Executive’s employment shallBase Salary, at Bonus Compensation, and all benefits under Section 4 hereof shall terminate immediately upon such discharge (subject to applicable law, such as pursuant to the election applicable provisions of sections 601 through 608 of the Reporting Person at Employee Retirement Income Security Act of 1974 regarding continuation coverage), (ii) Executive’s right to all unvested equity awards granted to Executive during the Term hereof hereunder shall immediately and automatically terminate and be of no further force or effect, including but not limited to all unvested Performance Shares, all unvested Time Vested Shares and all unvested shares of Common Stock or Stock Options subject to any time up Long-Term Incentive Award, (iii) Executive’s right to two years after Employee’s termination of employment exercise any vested Stock Options shall terminate automatically, and (iv) the Company shall have no further obligations to Executive except for payment and reimbursement to Executive for any monies due to Executive which right to payment or reimbursement accrued prior to such discharge, including any Base Salary or Bonus Compensation for a calendar year which has been earned, but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)not yet paid.

Cause. The Company may terminate Employeethe Executive’s employment hereunder for Cause by written notice at any time, with Cause. For purposes of this Agreement, the term “Cause” shall mean Employee’s the occurrence of any of the following: (i) gross negligence the Executive’s failure (except where due to a disability contemplated by subsection (b) hereof), neglect or willful failure refusal to perform his duties hereunder hereunder, (ii) any breach of this Agreement by the Executive (or any grossly negligent, willful refusal or intentional act of the Executive) that injures the reputation or business of the Company or its affiliates in any material respect; (iii) material breach by the Executive of his obligations under this Agreement; (iv) Executive’s gross negligence in the performance or intentional, material nonperformance (continuing for ten (10) days after receipt of written notice of need to follow cure) of any lawful directive of Executive’s material duties and responsibilities hereunder; (v) Executive’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company; (iivi) abuse the Executive’s indictment of, conviction of, or pleading of no contest to a felony or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunderany misdemeanor involving fraud; (iiivii) the commission by the Executive of any fraud, an act of fraud or embezzlement, theft or dishonesty, or any deliberate other act involving the misappropriation of money funds or other assets of the Companyassets; or (ivviii) breach of any term of this Agreement, including, without limitation, chronic alcohol abuse or illegal drug use by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful Executive. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in bad good faith to and in the detriment best interests of the Company; . Cause shall not exist pursuant to clause (vii), (ii), (iii) willful failure or (iv) of this Section 6(c) unless the Executive has failed to cooperate in good faith with a governmental or internal investigation correct the activity alleged to constitute “Cause” within twenty (20) days following written notice from the Company of such activity, which notice shall specifically set forth the nature of such activity and the corrective action reasonably sought by the Company. Notwithstanding the foregoing, the termination of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that EmployeeExecutive’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change be pursuant to the action of Control (as defined the Board, taken in conformity with the By-laws of the Company. In the event of Executive’s 2016 Omnibus Incentive Compensation Plan)termination for Cause as set forth above, Executive shall not be entitled to any severance compensation.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, a termination of employment is for "Cause" if the term “Cause” shall mean Employee’s termination occurs because of Executive's: (i) gross negligence unauthorized use or willful failure to perform his duties hereunder disclosure of the confidential information or willful refusal to follow any lawful directive trade secrets of the Company; (ii) abuse of , which use or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonestydisclosure causes, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreementcould reasonably be expected to cause, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties material harm to the Company; (v) however, Company confidential information or trade secrets does not include any willful actinformation that has become publicly known and made generally available through no wrongful act of Executive, or failure information already known to actExecutive prior to entering into this Agreement. Further, disclosure of confidential information or trade secrets made in bad faith to the detriment ordinary course of the Company; (vi) willful failure to cooperate 's business under a non-disclosure agreement and in good faith with a governmental or internal investigation the best interest of the Company shall not be deemed an unauthorized use or any of its directors, managers, officers or employees, if the Company requests his cooperationdisclosure; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viiiii) conviction of, or plea of nolo contendere "guilty" or "no contest" to, a felony or any serious crimecrime involving moral turpitude; provided that(iii) willful misfeasance or gross misconduct in the performance of Executive's duties; (iv) substance abuse that in any manner materially interferes with the performance of Executive's duties; (v) chronic absence from work for reasons other than illness; or (vi) failure to perform Executive's assigned duties, the Company will provide Employee with after receiving written notice describing from the facts Company, which shall be based on reasonable grounds relating to failure to perform, and circumstances that an opportunity of at least thirty (30) days or whatever additional time may be reasonably necessary, not to exceed ninety (90) days, to correct any such failure and/or dispute the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure periodoriginal notice. If, subsequent to Employee’s termination Although the foregoing are an exclusive list of the grounds for terminating Executive's employment hereunder for any reason other than by the Company for "Cause, ," it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided expressly understood that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change , or any acquirer or successor of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan), may terminate Executive's at-will employment for reasons that do not constitute "Cause." A termination without "Cause" includes not only involuntary terminations by the Company, but also voluntary terminations by Executive resulting from either: (a) a reduction in employment status, duties, compensation or benefits; or (b) a change in location of employment outside of a fifty (50)-mile radius of the Company's current principal office, without Executive's consent.

Cause. The Company may shall have "Cause" to terminate Employee’s the Term and the Executive's employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” shall mean Employee’s upon: (i) gross negligence or willful the Executive's failure to perform substantially his duties hereunder as an employee of the Company (other than any such failure resulting from the Executive's incapacity due to physical or willful refusal mental illness), which is not cured within fifteen (15) days after a written demand for performance is given to follow the Executive by the Board specifying in reasonable detail the manner in which the Executive has failed to perform substantially his duties as an employee of the Company; (ii) the Executive's failure to carry out, or comply with, in any material respect any lawful and reasonable directive of the Company; Board consistent with the terms of this Agreement that, if capable of cure, is not cured by the Executive within fifteen (ii15) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; days after written notice given to the Executive describing such failure in reasonable detail; (iii) the Executive's conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or, to the extent involving fraud, dishonesty, theft, embezzlement or moral turpitude, any other crime; (iv) the Executive's violation of a material regulatory requirement relating to the business of the Company and its subsidiaries that, in the good faith judgment of the Board, is injurious to the Company in any material respect; (v) the Executive's unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises or while performing the Executive's duties and responsibilities under this Agreement; (vi) the Executive's breach of this Agreement in any material respect that, if capable of cure, is not cured by the Executive within fifteen (15) days after written notice given to the Executive describing such breach in reasonable detail; or (vii) the Executive's commission of any an act of fraud, embezzlement, theft or dishonestymisappropriation, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreementwillful misconduct, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), gross negligence or breach of his fiduciary duties duty with respect to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)affiliates.

Cause. The For purposes of this Agreement, “Cause” shall mean Executive’s: (A) material breach of this Agreement, including the willful failure to substantially perform Executive’s duties hereunder; (B) willful failure to carry out, or comply with, in any material respect, any lawful and reasonable directive of the Board, not inconsistent with the terms of this Agreement; (C) commission at any time of any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of guilty or no contest or imposition of unadjudicated probation for any felony or crime involving moral turpitude; (D) unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing Executive’s duties and responsibilities hereunder; (E) breach of any written policies or procedures of the Company may terminate Employeeor its parent, subsidiary, or affiliated entities (the “Company Group”) that are applicable to Executive and that have previously been provided to Executive, which breach causes or is reasonably expected to cause material economic harm to any member of the Company Group; or (F) commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty against the Company or any of its affiliates (or any of their respective predecessors or successors), which, for the avoidance of doubt, shall not include any good faith disputes regarding immaterial amounts that relate to Executive’s employment hereunder for expense account, reimbursement claims or other de minimis matters; provided, however, in the case of (A), (B) or (E) above, if any such breach or failure is curable, Cause by shall occur only after Executive fails to cure such breach or failure to the reasonable satisfaction of the Board within 15 calendar days of the date the Company delivers written notice at any timeof such breach or failure to Executive. For purposes of this Agreement, the term “Cause” shall mean Employee’s (i) gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, no act or failure to act, act by Executive shall be considered “willful” unless such act is done or failed to be done intentionally and in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)faith.

Cause. The Company may terminate Employeethe Executive’s employment hereunder for Cause by written notice at any time, with or without Cause. For purposes of this Agreement, the term “Cause” shall mean Employee’s the occurrence of any of the following: (i) the Executive’s failure (except where due to a disability contemplated by subsection (b) hereof), neglect or refusal to perform her duties hereunder, (ii) any breach of this Agreement by the Executive (or any grossly negligent, willful or intentional act of the Executive) that injures the reputation or business of the Company or its affiliates in any material respect; (iii) material breach by the Executive of her obligations under this Agreement, including, but not limited to, disclosure of confidential Company information; (iv) Executive’s gross negligence in the performance or willful failure intentional, material nonperformance (continuing for ten (10) days after receipt of written notice of need to perform his cure) of any of Executive’s material duties hereunder and responsibilities hereunder; (v) Executive’s dishonesty, fraud or willful refusal misconduct with respect to follow any lawful directive the business or affairs of the Company; (iivi) abuse any violation of any of the Company’s policies, including but not limited to, the Business Code of Conduct and the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy; (vii) the Executive’s indictment of conviction of or dependency on alcohol pleading of no contest to a felony or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunderany misdemeanor involving fraud; (iiiviii) the commission by the Executive of any fraud, an act of fraud or embezzlement, theft or dishonesty, or any deliberate other act involving the misappropriation of money funds or other assets of the Companyassets; or (ivix) breach of any term of this Agreement, including, without limitation, chronic alcohol abuse or illegal drug use by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful Executive. Any act, or failure to act, in bad faith based upon authority given pursuant to a resolution duly adopted by the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation Senior Management of the Company or any the Board or based upon the advice of its directors, managers, officers or employees, if counsel for the Company requests his cooperation; (vii) failure shall be conclusively presumed to follow the Company’s code of conduct or ethics policy; and (viii) conviction ofbe done, or plea of nolo contendere toomitted to be done, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined Executive in good faith and in the best interests of the Company. Cause shall not exist pursuant to clause (i), (ii), (iii) or (iv) of this Section 6(c) unless the Executive has failed to correct the activity alleged to constitute “Cause” within ten (10) days following written notice from the Company of such activity, which notice shall specifically set forth the nature of such activity and the corrective action reasonably sought by the Reporting Person that EmployeeCompany. Notwithstanding the foregoing, the termination of the Executive’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change be pursuant to the action of Control (as defined the CEO taken in conformity with the Bylaws of the Company. In the event of Executive’s 2016 Omnibus Incentive Compensation Plan)termination for Cause as set forth above, Executive shall not be entitled to any severance compensation.

Cause. The “Cause” means the occurrence of any of the following actions or events: (i) Executive’s willful material misconduct or material breach of any written agreement between Executive and the Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of or a Company Affiliate (including without limitation this Agreement, the term “Cause” shall mean EmployeeLock-Up Agreement, the Redemption Agreement, or the Executive’s (i) gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive of the Company; Confidentiality Agreement), (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects EmployeeExecutive’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere guilty or no contest to, any felony, or of or to a felony crime involving moral turpitude, (iii) the performance of an illegal act by Executive while purporting to act on behalf of the Company or a Company Affiliate, or engaging in activities directly in competition or antithetical to the best interests of the Company or any serious crime; provided thatAffiliate, including but not limited to material personal dishonesty, in each case, which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company will provide Employee or any Affiliate, (iv) fraud or unauthorized use or disclosure of confidential information or trade secrets of the Company or any Affiliate or any other party to whom Executive owes an obligation of nondisclosure as a result of Executive’s relationship with the Company, (v) an intentional violation of any federal, state or local law or regulation applicable to the Company or any Affiliate or their business, or (vi) Executive’s continued failure to perform Executive’s duties or responsibilities to the Company or any Affiliate or deliberate violation of a Company policy, including but not limited to those relating to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or sexual harassment in each case as determined by the Board, in its sole discretion. In each case (other than subsection (ii)), the Board shall deliver written notice describing to Executive of the Board’s determination that Cause exists, including in such notice reasonable detail the applicable facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first and Executive will be provided a 15-day cure periodreasonable opportunity to refute such asserted basis with counsel for the Executive present. IfNotwithstanding the foregoing, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(cunder subsection (i), Employee’s employment shall, at (iii)or (vi) above shall only exist after: (x) the election Board delivers written notice to Executive of the Reporting Person at Board’s determination that Cause exists; (y) such notice sets forth in reasonable detail such facts and circumstances, along with the Board’s determination, in its discretion, of whether such events are reasonably capable of being corrected; and (z) only if the Board has determined that such events are reasonably capable of being corrected, Executive has failed to fully correct any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events listed in subsection (i), (iii), (vi) above within thirty days (30) days following delivery to Executive of the Board’s written notice of its determination that could give rise to Cause exists. For the termination for Causeavoidance of doubt, in the event the Board determines, in its discretion, that such events constituting Cause are not reasonably capable of being corrected, Cause shall be deemed to have been terminated for Cause retroactively to exist immediately upon the date Board’s delivery of the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined written notice described in the Company’s 2016 Omnibus Incentive Compensation Plan)foregoing clauses (x) and (y) and Executive will have the right to refute the determination as set forth above, but not a right to cure.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” shall mean Employee’s (i) has been convicted of, or has pled guilty or nolo ---- contendere to, a felony; or ---------- (ii) has embezzled or misappropriated Employer funds or property or those of Employer's customers, suppliers or affiliates; or (iii) engaged in any misconduct which adversely and materially affects Employer's business, including but not limited to its reputation; or (iv) has violated any of the terms of the Proprietary Information and Inventions Agreement; or (v) has failed to fulfill his fiduciary responsibilities; or (vi) has failed or refused to perform those duties reasonably assigned or delegated to him by the Board, or the services specified herein (except on account of a Permanent Disability as provided for in Section 9.1(b) hereof or on account of "Good Reason" as provided in Section 9.1(e), below); or (vii) has demonstrated gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive of misconduct in connection with the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of Employee's duties hereunder; or (iiiviii) commission of has breached any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term terms of this AgreementAgreement other than as noted in subsection (i) through (vii) above; provided, includinghowever, without limitation, by virtue of failing that with respect to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; subsections (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction ofabove, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employer's right to terminate Employee with shall be conditioned on (A) Employer giving Employee written notice specifically referring to items (vi) or (viii) above and describing the facts and specific circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give and/or actions purportedly giving rise to the termination for Causeoccurrence of such item; and (B) failure by Employee, be deemed within thirty (30) days after receipt of any such notice, to have been terminated for Cause retroactively cease the actions and/or reinstate or rectify the circumstances described in such notice to the date reasonable satisfaction of tile Board. With respect to subsections (v) or (vii) above, Employer shall have the events right to place Employee on administrative leave pending investigation of the circumstance(s) or action(s) purportedly giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change occurrence of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)such items.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term a termination of employment is for “Cause” shall mean Employee’s if the termination occurs because of Executive’s: (i) gross negligence unauthorized use or willful failure to perform his duties hereunder disclosure of the confidential information or willful refusal to follow any lawful directive trade secrets of the Company; (ii) abuse of , which use or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonestydisclosure causes, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreementcould reasonably be expected to cause, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties material harm to the Company; (v) however, Company confidential information or trade secrets does not include any willful actinformation that has become publicly known and made generally available through no wrongful act of Executive, or failure information already known to actExecutive prior to entering into this Agreement. Further, disclosure of confidential information or trade secrets made in bad faith to the detriment ordinary course of the Company; (vi) willful failure to cooperate ’s business under a non-disclosure agreement and in good faith with a governmental or internal investigation the best interest of the Company shall not be deemed an unauthorized use or any of its directors, managers, officers or employees, if the Company requests his cooperationdisclosure; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viiiii) conviction of, or plea of nolo contendere “guilty” or “no contest” to, a felony or any serious crimecrime involving moral turpitude; provided that(iii) willful misfeasance or gross misconduct in the performance of Executive’s duties; (iv) substance abuse that in any manner materially interferes with the performance of Executive’s duties; (v) chronic absence from work for reasons other than illness; or (vi) failure to perform Executive’s assigned duties, the Company will provide Employee with after receiving written notice describing from the facts Company, which shall be based on reasonable grounds relating to failure to perform, and circumstances an opportunity of at least thirty (30) days or whatever additional time may be reasonably necessary, not to exceed ninety (90) days, to correct any such failure and/or dispute the original notice. Although the foregoing are an exclusive list of the grounds for terminating Executive’s employment for “Cause,” it is expressly understood that the Company believes constitutes Cause andCompany, or any acquirer or successor of the Company, may terminate Executive’s at-will employment for reasons that do not constitute “Cause.” A termination without “Cause” includes not only involuntary terminations by the Company, but also voluntary terminations by Executive resulting from either: (a) a material reduction in cases where cure is possibleemployment duties, Employee shall first be provided compensation or benefits; (b) a 15-day cure period. If, subsequent to Employee’s termination change in location of employment hereunder for any reason other than outside of a fifty (50)-mile radius of the Company’s current principal office, without Executive’s consent; or (c) a material breach by the Company for Causeof its obligations under this Agreement; provided, it is determined however, that a termination in good faith by connection with the Reporting Person that Employeeevents described above shall only constitute a termination of Executive’s employment could have been terminated by the Company for without Cause pursuant only if (A) the Executive provides written notice to this Section 5(c), Employee’s employment shall, at the election Company of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns within ninety (90) days of the facts or events that could give rise occurrence of such event, (B) the Company fails to cure the termination for Causecondition caused by such event within thirty (30) days after receipt from Executive of written notice of the event, be deemed and (C) the Executive provides written notice of his intent to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that terminate employment within thirty (30) days following the Company’s ability failure to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)cure.

Cause. The Company may shall have “Cause” to terminate Employeethe Executive’s employment hereunder for Cause by written notice at within 120 days of the Board’s knowledge of: i. the Board’s good faith determination that the Executive failed to carry out, or comply with, in any time. For purposes of this Agreementmaterial respect, the term “Cause” shall mean Employee’s (i) gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive of the Company; (ii) abuse of Board or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term CEO consistent with the terms of this Agreement, including, without limitation, productive engagement with an executive coach approved by virtue the Company for the first 12 months after the Commencement Date; ii. the Executive’s indictment, conviction, plea of failing to provide at least 30 days’ advanced written notice no contest, plea of resignation as required by Section 5(f)nolo contendere, or imposition of unadjudicated probation for any agreement governing any misdemeanor, felony, crime or civil infraction; provided, however, in the case of a crime or civil fraction that is not a misdemeanor or felony, only in the long-term incentive compensation event it involves moral turpitude, illicit use of drugs and/or alcohol, or equity compensation awards granted to Employee by operating a vehicle while impaired; iii. the Executive’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing the Executive’s duties and responsibilities under this Agreement; iv. the Executive’s commission of an act of fraud, its affiliates or any of their respective predecessors (the “Equity Compensation”)embezzlement, misappropriation, misconduct, or material breach of his fiduciary duties to duty against the Company; (v) any willful act, or failure to actor v. determination, in bad the good faith to the detriment and reasonable discretion of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation Compensation Committee, that, based on the results of the Company or any 360 Review, the Executive’s performance of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; duties and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crimeresponsibilities hereunder are unsatisfactory; provided that, to the extent such event may be remedied, the Company will provide Employee with written notice describing has notified the facts Executive of such event in writing and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination Executive has not remedied the alleged violation(s) within 10 business days following his receipt of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)such notice.

Cause. (i) The Company may terminate EmployeeExecutive’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” shall mean Employee’s (i) gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive following the occurrence of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation following events: (A) Executive is convicted of, or equity compensation awards granted has pled guilty or nolo contendere to Employee by any felony, other than a traffic related felony; (B) Executive is found to have willfully and wrongfully misappropriated money, assets, or other property of the Company, Company or its affiliates or any a client of their respective predecessors the Company or its affiliates, (C) As a result of finding that Executive’s willful action(s) or failure(s) to act was (were) material to the “Equity Compensation”)occurrence of a violation of the Investment Advisers Act of 1940, as amended, or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental Investment Company Act of 1940, as amended, Executive or internal investigation of the Company or any of its directorsaffiliates are censured by the Securities and Exchange Commission pursuant to Section 203(e) or 203(f) of the Investment Advisers Act of 1940, managersas amended, officers or employeesSection 9(b) of the Investment Company Act of 1940, as amended; (D) Executive is found to have acted with gross negligence, or engaged in acts of gross moral turpitude; (E) Executive’s material breach of any of the material terms of this Agreement and which results in material harm to the Company or its affiliates; (F) Executive’s continued willful failure to substantially perform his duties as reasonably directed by the CEO or the Board; (G) Executive's failure to maintain such licenses as are required for the performance of his duties. (ii) Provided that the applicable conditions in Section 5(b)(iii) are met, if the Company requests his cooperation; desires to terminate Executive’s employment for Cause, the cessation of employment of Executive shall not be deemed to be for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the Board (viinot including Executive) at a meeting of the Board called and held for such purpose, finding that, in the good faith opinion of the Board, Executive’s conduct gives rise to “Cause” as described in Section 5(b)(i) above. (iii) Cause may not be found under Section 5(b)(i)(C), where Executive has acted or failed to act based on the direction of the Board or legal counsel of the Company or its affiliates, or Executive has acted or failed to act based upon the failure of the Board or the legal counsel of the Company or its affiliates to follow provide direction in response to Executive’s request for direction. Cause may not be found under Section 5(b)(i)(E) or (F), unless Executive has first been provided with written notice of the Cause condition specifying, in reasonable detail such that Executive can cure such Cause condition, if capable of being cured, and Executive has not substantially cured such Cause condition after being given a reasonable opportunity to cure. Cause may not be found under Section 5(b)(i)(G), unless Executive has first been provided with written notice of the Company’s code intention to terminate his employment for Cause due to the licensure issue, and a reasonable opportunity to cure the licensure issue and such assistance as is reasonable to provide. (iv) For purposes of conduct this Section 5(b), no act or ethics policy; and (viii) conviction offailure to act, or plea on the part of nolo contendere toExecutive, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, considered willful if it is determined by the Board that it was done, or omitted to be done, by him in good faith by and with a reasonable belief that his action or omission was in the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election best interests of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan).

Cause. The Company may terminate EmployeeExecutive’s employment hereunder for Cause by written notice at any time(as defined below), effective as of the date of the Notice of Termination (as defined in Section 7 below) that notifies Executive of Executive’s termination for Cause. For “Cause” shall mean, for purposes of this Agreement, the term “Cause” shall mean Employee’s : (i) gross negligence the continued failure by Executive to use good faith efforts in the performance of Executive’s duties under this Agreement (other than any such failure resulting from Disability or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive other allowable leave of the Companyabsence); (ii) abuse the criminal felony indictment (or non-U.S. equivalent) of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance Executive by a court of duties hereundercompetent jurisdiction; (iii) commission the engagement by Executive in misconduct that has caused, or, is reasonably likely to cause, material harm (financial or otherwise) to the Company, including (A) the unauthorized disclosure of any fraud, embezzlement, theft material secret or dishonesty, or any deliberate misappropriation of money or other assets Confidential Information (as defined in Section 10(d) below) of the Company, (B) the debarment of the Company by the U.S. Food and Drug Administration or any successor agency (the “FDA”) or any non-U.S. equivalent, or (C) the registration of the Company with the U.S. Drug Enforcement Administration of any successor agency (the “DEA”) being revoked; (iv) the debarment of Executive by the FDA; (v) the continued material breach of any term by Executive of this Agreement; (vi) any material breach by Executive of a Company policy; (vii) any material breach by Executive of a Company policy related to sexual or other types of harassment or abusive conduct, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or which breach of his fiduciary duties is injurious to the Company; or (vviii) any willful actExecutive making, or failure being found to acthave made, in bad faith a certification relating to the detriment Company’s financial statements and public filings that is known to Executive to be false. Notwithstanding the foregoing, prior to having Cause for Executive’s termination (other than as described in clauses (ii), (iv) and (vii) above), the Company must deliver a written demand to Executive which specifically identifies the conduct that may provide grounds for Cause within ninety (90) calendar days of the Company; ’s actual knowledge of such conduct, events or circumstances, and Executive must have failed to cure such conduct (viif curable) willful failure within thirty (30) days after such demand. References to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; in subsections (viii) failure to follow the Company’s code of conduct or ethics policy; and through (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee this paragraph shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election also include affiliates of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan).

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” shall mean Employee’s (i) gross negligence or willful failure to perform his her duties hereunder or willful refusal to follow any lawful directive of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his her fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his her cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan).

Cause. The Company may terminate the Employee’s employment hereunder for Cause by written notice at any timeCause, in which case (subject to applicable law) employment shall cease immediately. For purposes of this Agreement, the term termination for “Cause” shall mean Employee’s and include: (ia) gross negligence conviction of any felony involving moral turpitude affecting the Company or willful failure its subsidiaries; (b) action taken by the Employee intentionally to perform his duties hereunder or willful refusal to follow any lawful directive of harm the Company; (iic) abuse embezzlement of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation funds of the Company or any its subsidiaries; (d) falsification of its directorsrecords or reports; (e) ownership, managersdirect or indirect, officers of an interest in a person or employees, if entity (other than a minority interest in a publicly traded company) in competition with the products or services of the Company requests his cooperation; (vii) failure to follow or its subsidiaries, including those products or services contemplated in a plan adopted by the Company’s code Board of Directors; (f) any breach of the Employee’s fiduciary duties or duties of care to the Company (except for conduct taken in good faith) which, to the extent such breach is curable, has not been cured by Employee within fifteen (15) days after its receipt of notice thereof from Company containing a description of the breach or ethics policybreaches alleged to have occurred; (g) any material breach of this Agreement which has not been cured by Employee within fifteen (15) days after its receipt of notice thereof from Company containing a description of the breach or breaches alleged to have occurred; (h) any breach of the Proprietary Information, Non-Competition and Assignment of Inventions Agreement in the form attached hereto as Exhibit B, by the Employee; and (viiii) conviction of, any other act or plea omission that constitutes “cause” under the laws of nolo contendere to, a felony or any serious crime; provided that, jurisdiction in which the Company will provide conducts its business and in which the Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, employed at the election time of such act. In the Reporting Person at any time up to two years after Employee’s termination event of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence entitlement to severance pay will be terminated for Cause shall lapse upon a Change subject to Sections 16 and 17 of Control the Severance Pay Law 5713 – 1953 (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan“Severance Law”).

Cause. The Company may terminate Employeethe Executive’s employment hereunder for Cause by written notice at any time, with Cause. For purposes of this Agreement, the term “Cause” shall mean Employee’s the occurrence of any of the following: (i) the Executive’s failure (except where due to a disability contemplated by subsection (b) hereof), neglect or refusal to perform the duties required under this Agreement, (ii) any breach of this Agreement by the Executive (or any grossly negligent, willful or intentional act of the Executive) that injures the reputation or business of the Company or its affiliates in any material respect; (iii) material breach by the Executive of his obligations under this Agreement; (iv) Executive’s gross negligence in the performance or willful failure intentional, material nonperformance of any of Executive’s material duties and responsibilities hereunder; (v) Executive’s dishonesty, fraud or misconduct with respect to perform his duties hereunder the business or willful refusal to follow any lawful directive affairs of the Company; (iivi) abuse the Executive’s indictment of, conviction of or dependency on alcohol pleading of no contest to a felony or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunderany misdemeanor involving fraud; (iiivii) the commission by the Executive of any fraud, embezzlement, theft an act of fraud or dishonesty, embezzlement or any deliberate other act involving the misappropriation of money funds or other assets of the Companyassets; or (ivviii) breach of any term of this Agreement, including, without limitation, chronic alcohol abuse or illegal drug use by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful Executive. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in bad good faith to and in the detriment best interests of the Company; . Cause shall not exist pursuant to clause (vii), (ii), (iii) willful failure or (iv) of this Section 6(c) unless the Executive has failed to cooperate in good faith with a governmental or internal investigation correct the activity alleged to constitute Cause within ten (10) days following written notice from the Company of such activity, which notice shall specifically set forth the nature of such activity and the corrective action reasonably sought by the Company. Notwithstanding the foregoing, the termination of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that EmployeeExecutive’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change be pursuant to the action of Control (as defined the Board of Directors, taken in conformity with the Bylaws of the Company. In the event of Executive’s 2016 Omnibus Incentive Compensation Plan)termination for Cause as set forth above, Executive shall not be entitled to any severance compensation.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” shall mean Employeemeans Executive’s (i) conviction of, or entering a plea of guilty or no contest to or for, any felony (other than as a result of vicarious liability) or any crime involving moral turpitude, (ii) commission of an act of harassment or discrimination (as defined by the Company’s Anti-Harassment, Discrimination, and Retaliation Policy or any successor policy), sexual assault, fraud, embezzlement or material misappropriation, (iii) material breach of fiduciary duty against the Company which has had or will have an adverse effect on the Company’s business, (iv) gross negligence or willful failure to perform his misconduct in the performance of Executive’s employment obligations and duties hereunder that has had or willful refusal to follow will have a material adverse effect on the Company’s business; (v) material breach of any lawful directive material written agreement between Executive and the Company or any material written policy of the Company; (iivi) abuse continued failure or refusal to perform material duties required of Executive under Executive’s employment agreement or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonestyoffer letter, or as instructed by the individual to whom Executive directly reports; and (vii) any deliberate misappropriation of money other misconduct which is, or other assets could reasonably be expected to be, injurious to the financial condition or business reputation of the Company; and, in the case of clauses (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), (v), (vi) or any agreement governing any (vii), only after there has been delivered to Executive a written demand to cure such breach with reasonable detail regarding the nature of the long-term incentive compensation or equity compensation awards granted breach and, if such breach is capable of cure, such breach has not been cured within thirty (30) days from the date on which Executive received the written demand). Notwithstanding the foregoing, Cause shall not be deemed to Employee by the Company, its affiliates or any of their respective predecessors exist under subclause (the “Equity Compensation”v), (vi) or breach of his fiduciary duties to (vii) during any Change in Control Period unless the Company; (v) any willful act, or failure to act, in bad faith giving rise to the detriment of the Company; (vi) willful failure Cause is willfully taken, or not taken, with intent to cooperate in good faith with a governmental or internal investigation of harm the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)affiliates.

Cause. The Company Sonic Foundry may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes time during the term of this AgreementAgreement discharge Buinevicius for “cause”, in which event Buinevicius shall also, upon request by the Board, resign as Executive Chairman and member of the Board of Directors of Sonic Foundry. The term “Causecause” shall mean Employeeis defined herein as Buinevicius’s (i) gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive misappropriation of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any corporate funds, fraud, embezzlement, theft or embezzlement dishonesty, or any deliberate misappropriation of money willful misrepresentation or other assets act of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith moral turpitude to the detriment of Sonic Foundry, (ii) material negligence in the Company; (vi) willful failure to cooperate in good faith with a governmental execution of his assigned duties or internal investigation Buinevicius’s voluntary abandonment of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder job for any reason other than by disability; (iii) refusal or failure, after not less than 20 days written notice that such refusal or failure would constitute a default hereunder, to carry out any reasonable and material direction from the Company for CauseBoard of Directors consistent with Buinevicius’s authority and responsibilities under this Agreement given to him in writing; (iv) conviction of a felony; (v) material breach or violation of the terms of this Agreement, it is determined in good faith by the Reporting Person that Employee’s employment could which breach or violation shall, if curable, not have been terminated cured by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election Buinevicius within 20 days after receipt of written notice of the Reporting Person at any time up same from the Board of Directors or such longer period as is reasonably required to two years after Employee’s termination of employment complete such cure (but in no event more longer than thirty days); (vi) Buinevicius’s death or disability (except that, in the event of Buinevicius’s disability, Sonic Foundry shall, at Buinevicius’s request, prior to discharge, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ a leave of absence of up to six months after the Reporting Person learns or such longer period of time as may be required by law); or (vii) Buinevicius’s chronic abuse of drugs or alcohol. Buinevicius shall be terminated only following a finding of “cause” in a resolution adopted by majority vote of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurredBoard of Directors of Sonic Foundry, provided that any such findings by the CompanyBoard shall not result in any waiver of Buinevicius’s ability right to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined contest whether such cause, in the Company’s 2016 Omnibus Incentive Compensation Plan)fact, exists.

Cause. The Company may shall have “Cause” to terminate EmployeeExecutive’s employment hereunder upon: (i) Gross negligence or willful misconduct by Executive in the performance of Executive’s duties under this Agreement; (ii) Executive’s conviction of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) Executive’s material breach of a material provision of this Agreement that, to the extent capable of cure, has remained uncured for Cause by a period of thirty (30) days following written notice at from the Company; ​ ​ (iv) Executive’s violation of any timematerial provision of any agreement(s) between Executive and the Company relating to non-competition, nondisclosure and/or assignment of inventions, including without limitation, the Restrictive Covenant Agreement; (v) Executive’s breach of any Policy that materially ▇▇▇▇▇ the Company that, to the extent capable of cure, has remained uncured for a period of thirty (30) days following written notice from the Company; (vi) The Board’s reasonable, good faith determination that Executive has refused to carry out the reasonable and lawful instructions of the Board concerning duties or actions consistent with the Executive’s position with the Company and such event or omission results in demonstrable and material harm to the Company; (vii) Executive’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s (or any of its affiliate’s) premises or while performing Executive’s duties and responsibilities under this Agreement; or (viii) Executive’s commission of any act of fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty against the Company or any of its affiliates. For purposes of this Agreement, the term “Cause” shall mean Employee’s (i) gross negligence no act or willful failure to perform his duties hereunder act shall be considered “willful” unless it is done or willful refusal omitted to follow any lawful directive be done by Executive in bad faith and without Executive’s reasonable belief that Executive was acting in the best interests of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan).

Cause. The Company may has the right to terminate EmployeeExecutive’s employment hereunder for Cause by written notice at any timeproviding Executive with a Notice of Termination, and such termination will not be a breach of this Agreement by the Company. For purposes of this Agreement, the term “Cause” shall mean Employee’s means the occurrence of any one or more of the following events: (i) gross negligence Executive’s conviction of, or entry by Executive of a guilty or no contest plea to a felony or crime involving moral turpitude; (ii) Executive’s willful commission of an act of fraud or dishonesty resulting in economic or financial injury to the Company or any affiliate; (iii) Executive’s willful failure to substantially perform his duties hereunder or willful refusal gross neglect of Executive’s duties, including, but not limited to, the failure to follow any lawful directive of the CompanyBoard, within the reasonable scope of Executive’s duties; (iiiv) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects EmployeeExecutive’s performance of duties hereunderacts materially detrimental to the Company or any affiliate, unless otherwise approved in advance by the Board or the Compensation Committee; (iiiv) Executive’s use of narcotics, alcohol, or illicit drugs in a manner that has or may reasonably be expected to have a detrimental effect on Executive’s performance of his duties as an employee of the Company or on the reputation of the Company or any affiliate; (vi) Executive’s commission of a material violation of any fraud, embezzlement, theft rule or dishonesty, or any deliberate misappropriation of money or other assets of policy sponsored by the Company which results in injury to the Company; (ivvii) Executive’s material breach of any term of this Agreement, including, without limitationbut not limited to, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any Executive’s material breach of the long-term incentive compensation covenants set forth in Section 9 hereof; (viii) the occurrence or equity compensation awards granted existence of any event constituting “Cause,” with respect to Employee by the CompanyExecutive, its affiliates or any under Article 6 of their respective predecessors that certain Second Amended and Restated Certificate of Incorporation of Chaparral Energy, Inc., as amended and restated on April 12, 2010; (the “Equity CompensationCertificate of Incorporation”), or breach of his fiduciary duties to the Company; (vix) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than material breach by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of Article 7 of the Reporting Person at any time up to two years after Employee’s termination Certificate of employment but in no event more than six months after the Reporting Person learns Incorporation caused by specific acts or omissions of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurredExecutive, provided that the Company fails to remedy such breach within ninety (90) days after the Company has knowledge of the initial existence of such breach; or (x) a material breach by ▇▇▇▇▇▇▇ Investments, L.L.C., an Oklahoma limited liability company (“▇▇▇▇▇▇▇”), of that certain Stockholders’ Agreement, entered into April 12, 2010, by and among the Company’s ability to deem , CCMP Capital Investors II (AV-2), L.P., a Delaware limited partnership, CCMP Energy I LTD., a Cayman limited company, CCMP Capital Investors (Cayman) II, L.P., ▇▇▇▇▇▇▇, Altoma Energy, an Employee’s employment under this sentence to Oklahoma general partnership, and CHK Holdings, L.L.C., an Oklahoma limited liability company. Notwithstanding the foregoing, Executive shall only be terminated for Cause shall lapse upon cause under this Section 5(c) if such decision is approved by a Change majority vote of Control (as defined the Board in accordance with the Company’s 2016 Omnibus Incentive Compensation Plan)bylaws.

Cause. The For purposes of this Section 3, "cause" shall mean: (a) the Executive being convicted in the United States of America, any State therein, or the District of Columbia, or in Canada or any Province therein (each, a "Relevant Jurisdiction"), of a crime for which the maximum penalty may include imprisonment for one year or longer (a "felony") or the Executive having entered against him or consenting to any judgment, decree or order (whether criminal or otherwise) based upon fraudulent conduct or violation of securities laws; (b) the Executive's being indicted for, charged with or otherwise the subject of any formal proceeding (criminal or otherwise) in connection with any felony, fraudulent conduct or violation of securities laws, in a case brought by a law enforcement or securities regulatory official, agency or authority in a Relevant Jurisdiction; (c) the Executive engaging in fraud, or engaging in any unlawful conduct relating to the Company may terminate Employee’s employment hereunder for Cause by written notice at or its business, in either case as determined under the laws of any timeRelevant Jurisdiction; (d) the Executive breaching any provision of this Agreement; or (e) the Executive "Grossly Neglects" his duty to the Company. For purposes of this Agreement, "Gross Neglect" means the term “Cause” shall mean Employee’s (i) gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive the functions of the Company; (ii) abuse of Executive's job or dependency on alcohol or drugs (illicit or otherwise) the failure by Executive to carry out reasonable directions with respect to material duties after the Executive has been notified in writing that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of Executive is failing to provide perform these functions or failing to carry out reasonable directions. Such notice shall specify the functions or directions that the Executive is failing to perform and what steps need to be taken to cure and shall set forth the reasonable time frame, which shall be at least 30 a minimum forty-five (45) days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of within which to cure. If Executive fails to cure within the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided thattime frame, the Company will provide Employee with written may terminate Executive's employment for cause by giving him thirty (30) days notice describing the facts and circumstances that the Company believes constitutes Cause and, or pay in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)lieu thereof.

Cause. The Company may terminate Employee’s the Executive's employment hereunder during the Employment Period for Cause by written notice at any timeCause. For purposes of this Agreement, the term “"Cause” " shall mean Employee’s mean: (i) gross negligence the conviction of, or pleading guilty to, a felony or crime involving moral turpitude, (ii) the Executive's suspension or disqualification from the practice of law in the State of New York, or (iii) the willful failure of the Executive to perform perform, in any material respect, his duties hereunder obligations under this Agreement after a written demand for such performance is delivered to the Executive by the Board, which specifically identifies the manner in which the Board or willful refusal Chief Executive Officer believes that the Executive has not performed the Executive's duties; or (iv) a disability that prohibits the Executive from substantially meeting his responsibilities as a senior executive of the Company on a full-time basis for 90 out of 120 consecutive business days ("Disability"). For purposes of this provision, no act or failure to follow any lawful directive act, on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful . Any act, or failure to act, in bad faith by the Executive based upon authority given to the detriment Executive pursuant to a resolution duly adopted by the Board or based upon the advice of regular outside counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation . Termination of the Company or any Executive's employment for Cause shall be effective upon receipt of its directorsnotice pursuant to Section 4(d). For purposes of this provision, managerstermination of the Executive's employment on account of the Disability of the Executive shall be by written notice to the Executive, officers or employeeseffective 30 days after receipt thereof by the Executive, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, within 30 days after such receipt, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee Executive shall first be provided a 15not have returned to full-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election time performance of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)Executive's duties.

Cause. The Company Board of Directors, by a vote of three-quarters of the entire Board of Directors, may terminate Employee’s the employment hereunder of the Executive if the conduct of the Executive shall, in the opinion of the Board of Directors, constitute cause for Cause by written notice at any timeimmediate dismissal. As used in this Agreement, the term "cause" shall mean (i) the Executive's willful and material breach of Sections 6 or 7 of this Agreement; (ii) the Executive's conviction of a felony; or (iii) the Executive's engagement in conduct that constitutes willful gross neglect or willful gross misconduct in carrying out his duties under this Agreement, resulting, in either case, in material harm to the financial condition or reputation of the Company. For purposes of this Agreement, the term “Cause” shall mean Employee’s (i) gross negligence an act or willful failure to perform his duties hereunder act on the Executive's part shall be considered "willful" if it was done or willful refusal omitted to follow be done by him not in good faith, and shall not include any lawful directive act or failure to act resulting from any incapacity of the Executive. Notwithstanding the foregoing, a termination for "cause" shall not take effect unless the Executive has been given written notice by the Company of its intention to terminate him for "cause", such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for "cause" is based and (B) to be given within 90 days of the Company; (ii) abuse 's learning of such act or dependency on alcohol acts or drugs (illicit failure or otherwise) failures to act. The Executive shall have 20 days after the date that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced such written notice of resignation as required by Section 5(f)has been given to him in which to cure such conduct, or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where extent such cure is possible. If he fails to cure such conduct, Employee the Executive shall first then be entitled to a hearing before the Board of Directors at which the Executive and his counsel are entitled to appear. Such hearing shall be held within 25 days of such notice to the Executive, provided a 15-day cure periodhe requests such hearing within 10 days of the written notice from the Company of the intention to terminate him for "cause". If, subsequent to Employee’s termination of employment hereunder for any reason other than within five days following such hearing, the Executive is furnished written notice by the Company Board of Directors confirming that, in its judgment, grounds for Cause, it is determined in good faith by "cause" on the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election basis of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Causeoriginal notice exist, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to he shall thereupon be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)"cause."

Cause. The Company may terminate EmployeeExecutive’s employment hereunder for Cause Cause, effective as of the date of the Notice of Termination (as defined in Section 7 below) and as evidenced by written notice at any timea resolution adopted by two-thirds of the independent members of the Board. For “Cause” shall mean, for purposes of this Agreement, the term “Cause” shall mean Employee’s : (i) gross negligence the continued failure by Executive to use good faith efforts in the performance of Executive’s duties under this Agreement (other than any such failure resulting from Disability, illness or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive other allowable leave of the Companyabsence); (ii) abuse the criminal felony indictment (or non-U.S. equivalent) of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance Executive by a court of duties hereundercompetent jurisdiction; (iii) commission of any fraudthe engagement by Executive in misconduct that has caused, embezzlementor, theft is reasonably likely to cause, material harm (financial or dishonesty, otherwise) to the Company or any deliberate misappropriation of money or other assets of the Companyits affiliates; (iv) breach of any term of this Agreement, includingsuch harm may be caused by, without limitation, by virtue (A) the unauthorized disclosure of failing to provide at least 30 days’ advanced written notice of resignation material secret or Confidential Information (as required by defined in Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v10(d) any willful act, or failure to act, in bad faith to the detriment of the Company; (vibelow) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directorsaffiliates, managers, officers or employees, if (B) the debarment of the Company requests his cooperationor any of its affiliates by the U.S. Food and Drug Administration or any successor agency (the “FDA”) or any non-U.S. equivalent, or (C) the registration of the Company or any of its affiliates with the U.S. Drug Enforcement Administration of any successor agency (the “DEA”) to be revoked; (viiiv) failure the debarment of Executive by the FDA; (v) the continued material breach by Executive of this Agreement; or (vi) Executive makes, or is found to follow have made, a certification relating to the Company’s code of conduct or ethics policy; financial statements and public filings that is known to Executive to be false. Notwithstanding the foregoing, prior to having Cause for Executive’s termination (other than as described in clauses (ii) and (viiiiv) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided thatabove), the Company will must deliver a written demand to Executive which specifically identifies the conduct that may provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company grounds for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election within ninety (90) calendar days of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability actual knowledge of such conduct, events or circumstances. During the thirty (30) day period after receipt of such demand, Executive shall have an opportunity to deem an Employee’s employment under this sentence cure or remedy such conduct, events or circumstances and present his case to be terminated the full Board (with the assistance of counsel chosen by Executive) before any termination for Cause is finalized by a vote by at least two-thirds of the independent members of the Board at a meeting of the Board called and held for such purpose. References to the Company in subsections (i) through (vi) of this paragraph shall lapse upon a Change also include affiliates of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan).

Cause. The Company may Employer shall have the right to terminate EmployeeExecutive’s employment hereunder for Cause by giving written notice at of such termination to Executive upon the occurrence of any time. For one or more of the following events (which, for purposes of this Agreement, the term shall constitute “Cause” shall mean Employee”): (a) any willful act or omission by Executive, other than as a result of Executive’s Disability, that causes material harm and represents (i) gross negligence or willful failure to perform his duties hereunder or willful refusal to follow a material breach of any lawful directive of the Company; terms of this Agreement or (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company; (iv) breach of any term Article 5 of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors ; (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (vb) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the CompanyExecutive’s code of conduct or ethics policy; and (viii) conviction of, or plea of pleading guilty or nolo contendere to, a crime that constitutes a felony or a misdemeanor involving dishonesty or moral turpitude; (c) Executive’s willful and material violation of the written rules, regulations, procedures, or policies relating to the conduct of employees, directors or officers of any serious crimemember of the QTS Companies that cause material harm; (d) any commission by Executive of an act of dishonesty, theft, fraud, embezzlement or material misappropriation of property of any of the QTS Companies; or (e) any act by Executive that will or is reasonably expected to have, a significant adverse effect on the business or reputation of any member of the QTS Companies unless such act was taken with the good faith belief that it was in the best interest of any member of the QTS Companies. Except as provided thatin Section 4.1.1 of this Agreement, any termination of Executive by Employer for any reason, including without limitation, a termination for alleged failures of performance or a termination in connection with a nonrenewal of this Agreement, shall be deemed a termination without Cause, unless it is established that the Company will provide Employee with reason for the termination was the occurrence of an event constituting Cause. (i) Employer shall have first given Executive written notice describing stating with reasonable specificity the facts act(s) on which such termination is premised within twenty (20) days after the party providing such notice becomes aware or reasonably should have become aware of such act, and circumstances (ii) at least two-thirds of the members of the Board find that the Company believes act alleged to be Cause constitutes Cause andand has not been cured or remedied within thirty (30) days after receipt of such notice, in cases where and provided, such act is of such a nature that it cannot with due diligence be cured within the time required, Executive shall not have commenced, or shall not thereafter diligently prosecute to completion, all steps necessary to cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence such act alleged to be terminated for Cause shall lapse upon within a Change reasonable period of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)time.

Cause. The “Cause” for the Company may to terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” shall mean Employee’s the occurrence of one or more of the following, as reasonably determined by the President and/or Board: (i) gross negligence the final conviction of Employee of, or willful failure to perform his duties hereunder Employee’s plea of guilty or willful refusal to follow nolo contendere to, any lawful directive of the Companyfelony or a crime involving dishonesty, fraud, or moral turpitude; (ii) abuse the indictment of Employee for any felony or dependency on alcohol a crime involving dishonesty, fraud, or drugs (illicit moral turpitude which, in the reasonable good-faith judgment of the Board, has materially damaged, or otherwise) that adversely affects Employee’s could materially damage, the reputation of the Company or would materially interfere with the performance of duties hereunderservices by the Employee; (iii) the willful commission of any fraud, nonincidental misappropriation, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of dishonest act by Employee against the Company; (iv) breach Employee’s use of any term illegal drugs or alcohol on the Company’s premises, Employee’s use of this Agreement, including, without limitation, by virtue illegal drugs or alcohol having an adverse effect on the performance of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f)the Employee’s duties hereunder, or any agreement governing any Employee’s use of illegal drugs or alcohol which, in the reasonable good-faith judgment of the long-term incentive compensation Board, has materially damaged, or equity compensation awards granted to Employee by could materially damage, the reputation of the Company; (v) Employee’s willful failure, its affiliates or any of their respective predecessors (the “Equity Compensation”)negligence, or breach gross misconduct in the performance of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate Employee’s malfeasance in good faith with a governmental or internal investigation the performance of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperationduties hereunder; (vii) Employee’s nonfeasance in the performance of his duties hereunder not cured within ten (10) business days after notice of such nonfeasance; (viii) Employee’s failure to follow the Company’s code of conduct a written order which is both legal and reasonable; or ethics policy; and (viiiix) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination breach of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election Agreement not cured within ten (10) business days after notice of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)such breach.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” shall mean Employee’s mean: (i) gross negligence or the Executive’s willful and continued failure to satisfactorily perform his the Executive’s duties hereunder as an executive of the Company (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for performance is delivered to the Executive, which demand specifically identifies the manner in which the Executive has not satisfactorily performed the Executive’s duties, and which gives the Executive at least thirty (30) days to cure such alleged deficiencies, (ii) the Executive’s willful refusal misconduct or dishonesty, which is demonstrably and materially injurious to follow any lawful directive the Company or an affiliate, monetarily, reputationally, or otherwise, (iii) the Executive’s engaging in egregious misconduct involving serious moral turpitude that results in the Executive’s credibility and reputation no longer conforming to the standard of officers of the Company; , (iiiv) abuse the Executive’s refusal or failure to substantially comply with the Company’s human resources rules, policies, directions or restrictions relating to harassment or discrimination, or to substantially comply with the Company’s Code of Business Conduct and, in addition, any applicable written rules, policies, directions or dependency on alcohol restrictions relating to compliance or drugs risk management, (illicit or otherwisev) that adversely affects Employeethe Executive’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets act that could result in the legal disqualification of the Company; (iv) breach of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee Executive from being employed by the CompanyCompany or an affiliate, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful the Executive’s failure to reasonably cooperate in good faith with a governmental or internal investigation of the Company or an affiliate in any of its directorsinternal investigation or administrative, managersregulatory or judicial proceeding, officers or employees, if the Company requests his cooperation; (vii) failure to follow the CompanyExecutive’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided thatother crime involving moral turpitude. In addition, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that EmployeeExecutive’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, shall be deemed to have been terminated for Cause retroactively to if, after the date Executive’s employment has terminated, facts and circumstances are discovered that would have justified a termination for Cause. For purposes of this Section 5(g), an action shall not be “willful” if the events giving rise to Cause occurred, provided Executive reasonably believed that such action was in the best interests of the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan).

Cause. The Company may terminate Employeethe Officer’s employment hereunder during the Employment Period for Cause by written notice at any timeor without Cause. For purposes of this Agreement, the term “Cause” shall mean Employee’s (i) gross negligence a breach by the Officer of the Officer’s obligations under Section 2(a) (other than as a result of physical or willful mental incapacity) which constitutes a material nonperformance by the Officer of his obligations and duties thereunder (including the failure of the Officer to perform his duties hereunder carry out or willful refusal to follow comply with in any lawful material respect any directive of the Chief Executive Officer of the Company, which is consistent with Officer’s obligations as provided in Section 2(a)), as reasonably determined by the Chief Executive Officer of the Company; (ii) abuse commission by the Officer of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance an act of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonestyfraud upon, or willful misconduct toward the Company or any deliberate misappropriation of money or other assets Related Company, as reasonably determined by the Chief Executive Officer of the Company; (iii) a breach by the Officer of any of Sections 6 through 9 hereof; (iv) breach the Officer’s conviction of or no contest plea to (A) any term felony or (B) a misdemeanor involving deceit, fraud, sexual misconduct, or illegal drugs, whether the charge arises under the laws of the United States or any other state within the United States; (v) the Officer’s making of disparaging oral or written statements regarding the Company or any Related Company, including their respective boards or the members thereof, officers, owners or management team; (vi) any judicial or arbitrators’ determination that the Officer acted as a Company employee in an intentionally wrongful or tortious manner toward another employee, customer, supplier or prospective customer or supplier; or (vii) a reasonable determination by the board of directors of the Company that Officer has engaged in illegal drug or substance use that renders him unable to perform his duties or which has a material adverse impact on the Company. For purposes of this Agreement, including, “without limitation, Cause” shall mean a termination by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any the Company of the long-term incentive compensation or equity compensation awards granted to Employee by Officer’s employment during the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder Employment Period for any reason other than by the Company for a termination based upon Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts death or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)Disability.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this AgreementAs used herein, the term “Cause” shall mean Employee’s mean: (i) gross negligence or willful Executive’s failure to follow the reasonable instructions of the Board or otherwise perform his Executive’s duties hereunder or willful refusal for thirty (30) days after a written demand for performance is delivered to follow any lawful directive Executive on behalf of the Company, which demand specifically identifies the manner in which the Company alleges that Executive has not substantially followed such instructions or otherwise performed Executive’s duties; (ii) abuse material violation by Executive of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employeethe Company’s performance Code of duties hereunderConduct; (iii) commission of any fraud, embezzlement, theft Executive’s willful misconduct that is materially injurious to the Company (whether from a monetary perspective or dishonesty, or any deliberate misappropriation of money or other assets of the Companyotherwise); (iv) breach Executive’s willful commission of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties an act constituting fraud with respect to the Company; (v) conviction of Executive for a felony under the laws of the United States or any willful actstate thereof; or (vi) Executive’s material breach of Executive’s obligations under Section 8 hereof, provided that the Company first provides Executive with written notice of such material breach. A final determination of whether Cause exists under this Agreement, including but not limited to any determination of whether any act or failure to act, in bad faith to the detriment omission of Executive constitutes a “material” violation of the Company; (vi) willful failure ’s Code of Conduct, a “material” breach of this Agreement, or is “materially injurious” to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company, shall be made by the Board. If Executive’s code of conduct or ethics policy; and (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure employment is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than terminated by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated all compensation and benefits provided to Executive by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election Agreement or otherwise shall cease as of the Reporting Person at Termination Date, except that the Company shall pay Executive all Base Salary owed to Executive for work performed prior to the Termination Date, plus the cash value of any accrued but unused vacation and paid time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns off, as of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan)Termination Date.

Cause. The Company may terminate EmployeeExecutive’s employment hereunder for Cause (as defined below), effective as of the date of the Notice of Termination (as defined in Section 8 below) that notifies Executive of Executive’s termination for Cause and as evidenced by written notice at any timea resolution adopted by two-thirds of the independent members of the Board. For “Cause” shall mean, for purposes of this Agreement, the term “Cause” shall mean Employee’s : (i) gross negligence the continued failure by Executive to use good faith efforts in the performance of Executive’s duties under this Agreement (other than any such failure resulting from Disability, illness or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive other allowable leave of the Companyabsence); (ii) abuse the criminal felony indictment (or non-U.S. equivalent) of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance Executive by a court of duties hereundercompetent jurisdiction; (iii) commission the engagement by Executive in misconduct that has caused, or, is reasonably likely to cause, material harm (financial or otherwise) to the Company, including (A) the unauthorized disclosure of any fraud, embezzlement, theft material secret or dishonesty, or any deliberate misappropriation of money or other assets Confidential Information (as defined in Section 11(d) below) of the Company, (B) the debarment of the Company by the U.S. Food and Drug Administration or any successor agency (the “FDA”) or any non-U.S. equivalent, or (C) the registration of the Company with the U.S. Drug Enforcement Administration of any successor agency (the “DEA”) being revoked; (iv) the debarment of Executive by the FDA; (v) the continued material breach of any term by Executive of this Agreement; (vi) any material breach by Executive of a Company policy; (vii) any material breach by Executive of a Company policy related to sexual or other types of harassment or abusive conduct, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or which breach of his fiduciary duties is injurious to the Company; or (vviii) any willful actExecutive making, or failure being found to acthave made, in bad faith a certification relating to the detriment Company’s financial statements and public filings that is known to Executive to be false. Notwithstanding the foregoing, prior to having Cause for Executive’s termination (other than as described in clauses (ii) , (iv) and (vii) above), the Company must deliver a written demand to Executive which specifically identifies the conduct that may provide grounds for Cause within ninety (90) calendar days of the Company; ’s actual knowledge of such conduct, events or circumstances. During the thirty (vi30) willful failure day period after receipt of such demand, Executive shall have an opportunity to cooperate in good faith cure or remedy such conduct, events or circumstances and present his case to the full Board (with the assistance of counsel chosen by Executive) before any termination for Cause is finalized by a governmental or internal investigation vote by at least two-thirds of the Company or any independent members of its directors, managers, officers or employees, if the Board at a meeting of the Board called and held for such purpose. References to the Company requests his cooperation; in subsections (viii) failure to follow the Company’s code of conduct or ethics policy; and through (viii) conviction of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee this paragraph shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election also include affiliates of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined in the Company’s 2016 Omnibus Incentive Compensation Plan).

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” shall mean Employeethe Executive’s (i) gross negligence conviction, or willful failure to perform his duties hereunder entry of a guilty plea or willful refusal to follow a plea of nolo contendre with respect to, a felony, a crime of moral turpitude or any lawful directive of the Companycrime committed against MFA, other than traffic violations; (ii) abuse of engagement in willful misconduct, willful or dependency on alcohol gross negligence, or drugs (illicit fraud, embezzlement or otherwise) that adversely affects Employee’s misappropriation relating to significant amounts, in each case in connection with the performance of his duties hereunderunder this Agreement; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets failure to adhere to the lawful directions of the CompanyCEO and/or the Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv) breach in any material respect of any term of this Agreement, including, without limitation, by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the long-term incentive compensation or equity compensation awards granted provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to Employee by the Company, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the CompanyMFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreement or (vi) breach in any willful actmaterial respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoing, (i) the Executive shall be given written notice of any action or failure to actact that is alleged to constitute Cause (a “Default”), and an opportunity for 20 business days from the date of such notice in which to cure such Default, such period to be subject to extension in the discretion of the CEO or, in bad faith to his absence, the detriment Board of the Company; (vi) willful failure to cooperate in good faith with a governmental or internal investigation of the Company or any of its directors, managers, officers or employees, if the Company requests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; Directors and (viiiii) conviction of, or plea regardless of nolo contendere to, a felony or whether the Executive is able to cure any serious crime; provided thatDefault, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Employee Executive shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the termination for Cause, not be deemed to have been terminated for Cause retroactively without (A) reasonable prior written notice to the date Executive setting forth the events giving rise reasons for the decision to Cause occurredterminate the Executive for Cause, provided (B) an opportunity for the Executive, together with his counsel, to be heard by the CEO or, in his absence, the Board of Directors and (C) delivery to the Executive of a notice of termination approved by said CEO or, in his absence, the Board of Directors, stating his or its good faith opinion that the Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Control (as defined Executive has engaged in actions or conduct described in the Company’s 2016 Omnibus Incentive Compensation Plan)preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO or the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two (2) weeks of the date of suspension.