Common use of Cause Clause in Contracts

Cause. “Cause” is defined as: (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Company; (ii) Executive’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” is defined asmeans any of the following: (i) an act of dishonesty made by Company’s determination that Executive in connection with Executive’s responsibilities as an employee that has materially adversely affects neglected, failed, or refused to render the CompanyServices or perform any other material duties or obligations under this Agreement; (ii) ExecutiveCompany’s conviction ofdetermination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or plea of nolo contendere to, a felony subsequently promulgated or any crime involving fraud, embezzlement or any other act of moral turpituderevised; (iii) Executive’s gross misconduct conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that materially and adversely affects the or (in Company’s reputation reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or businessany of the other Company Parties (as defined below); (iv) Executive’s continued intentional refusal to perform his employment duties any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in a material fashion that materially and adversely affects the Company’s reputation reasonable judgment) may harm or businessembarrass, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached or any material term or condition of the Executive’s Confidentiality Agreement with the other Company Parties; or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) any act or omission of Executive has breached constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any material term or condition of the Executive’s any written other Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entityParties; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in with respect to clauses (iv), (vi) and (viii) above will constitute “Cause” only of this Section, if such action breach or conduct continues after the violation is susceptible to cure, Company has provided you may not terminate Executive’s employment for Cause unless Company provides Executive with written notice thereof specifying such breach or violation, in reasonable detail, and thirty Executive fails to cure or remedy such breach or violation within fifteen (3015) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure the same if such action or conduct is curablefollowing notice.

Cause. For purposes of this Agreement, “Cause” is defined asmeans and only means any of the following: (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Company; (ii) Executive’s a conviction of, or plea of nolo contendere “guilty” or “no contest” to, a felony or any crime involving fraud, embezzlement fraudulent conduct under the laws of the United States or any other act State by Executive; (ii) any unauthorized use or disclosure by Executive of moral turpitudeconfidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s gross fraud or willful misconduct that materially and adversely affects causes material harm to the Company’s reputation or business; (iv) Executive’s continued intentional refusal continuing failure to perform his employment duties in a Executive’s assigned material fashion that materially and adversely affects the Company’s reputation or businessduties, after Executive has received a receiving written demand notification of performance such failure from the Company which specifically sets forth the factual basis for the Company’s belief Board that specifies such failure and such failure is not materially cured by Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Companythereafter; (v) Executive has breached any material term or condition of the Executive’s material breach of any written agreement between Executive and the Company policy or the Company’s written code of conduct that has been made available to Executive prior to if such breach or any other material agreement with the Company or (vi) is not cured by Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to cure comply with the same Company’s reasonable and legal written policies or rules applicable to all executives if such action failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or conduct (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is curableunderstood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faith.

Cause. For purposes of this Agreement, “Cause” is defined as: will mean: (i) an Executive’s willful and continued failure to perform the duties and responsibilities of his position (other than as a result of Executive’s illness or injury) after there has been delivered to Executive a written demand for performance from the CEO which describes the basis for the CEO’s belief that Executive has not substantially performed his duties and provides Executive with thirty (30) days to take corrective action; (ii) Any material act of personal dishonesty made taken by Executive in connection with Executive’s his responsibilities as an employee of the Company with the intention that materially adversely affects such action may result in the Company; substantial personal enrichment of Executive; (iiiii) Executive’s conviction of, or plea of nolo contendere to, a felony that the Company’s Board of Directors reasonably believes has had or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects will have a material detrimental effect on the Company’s reputation or business; ; (iv) Executive’s continued intentional refusal A willful breach of any fiduciary duty owed to perform his employment duties in the Company by Executive that has a material fashion that materially and adversely affects detrimental effect on the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; ; (v) Executive has breached being found liable in any material term Securities and Exchange Commission or condition other civil or criminal securities law action (regardless of the Executive’s any written Company policy whether or not Executive admits or denies liability), which the Company’s written code Board of conduct that has been made available to Executive prior to such breach Directors determines, in its reasonable discretion, will have a material detrimental effect on the Company’s reputation or any other material agreement with the Company or business; (vi) Executive has obstructed entering any cease and desist order with respect to any action which would bar Executive from service as an executive officer or impededmember of a board of directors of any publicly-traded company (regardless of whether or not Executive admits or denies liability); (vii) Executive (A) obstructing or impeding; (B) endeavoring to obstruct or impede, or failed (C) failing to materially cooperate with, any investigation authorized by the Company’s Board of Directors or any governmental or self-regulatory entity; providedentity (an “Investigation”). However, however that Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation an Investigation will not constitute “Cause” provided”; or (viii) Executive’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement, however, that if (A) the action disqualification or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct bar continues after the Company has provided you with written notice thereof and for more than thirty (30) days, and (B) during that period the Company uses its commercially reasonable efforts to cause the disqualification or bar to be lifted. While any disqualification or bar continues during Executive’s employment, Executive will serve in the capacity contemplated by this Agreement to whatever extent legally permissible and, if Executive’s employment is not permissible, Executive will be placed on administrative leave (which will be paid to the extent legally permissible). Other than for a termination pursuant to Section 12(a)(iii), Executive shall receive notice and an opportunity to be heard before the Company’s Board of Directors with Executive’s own attorney before any termination for Cause is deemed effective. Notwithstanding anything to the contrary, the CEO or the Company’s Board of Directors may immediately place Executive on administrative leave (with full pay and benefits to the extent legally permissible) and suspend all access to Company information, employees and business should Executive wish to avail himself of his opportunity to be heard before the Company’s Board of Directors prior to a termination for Cause. If Executive avails himself of his opportunity to be heard before the Company’s Board of Directors, and then fails to make himself available to the Company’s Board of Directors within five (5) business days of such request to cure be heard, the same if such action or conduct is curableCompany’s Board of Directors may thereafter cancel the administrative leave and terminate Executive for Cause.

Cause. The term “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is defined asthen in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: (i) an any act or omission that constitutes a material breach by such Executive of dishonesty made by any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in connection with Executive’s responsibilities as an employee that materially adversely affects reasonable detail the Companynature of such breach; (ii) Executive’s conviction ofthe willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or plea investigation involving the Company and/or its subsidiaries) reasonably required of nolo contendere tohim (except termination due to death or permanent disability) after demand for performance is delivered by the Board, a felony or any crime involving fraudin writing, embezzlement or any other act of moral turpitudespecifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) Executive’s gross misconduct that materially conviction of such Executive of any willful and adversely affects material violation of any federal or state law or regulation directly related to the Company’s reputation business of the Company or businessany of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) Executive’s continued intentional refusal any other willful misconduct by such Executive which is materially injurious to perform his employment duties in a material fashion that the financial condition or business reputation of, or is otherwise materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from injurious to the Company which specifically sets forth the factual basis or any of its subsidiaries or affiliates (for the Company’s belief that Executive has avoidance of doubt, the term “affiliate” as used in this Agreement shall not substantially performed his duties and Executive continues be construed to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached include any material term other portfolio companies of Vestar other than the Company or condition its subsidiaries), including, without limitation, a breach of the Executive’s Confidentiality Agreement with confidentiality obligation to the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s engagement in any written Company policy or Prohibited Activity during his employment with the Company’s , which remains uncured for 30 days after written code of conduct that has been made available to Executive prior notice to such breach or any other material agreement with Executive specifying in reasonable detail the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with nature of such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curablemisconduct.

Cause. For purposes of this Agreement, “Cause” is defined asfor termination will mean any one or more of the following: (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Company; (iia) Executive’s conviction of, or plea of nolo contendere “guilty” or “no contest” to, a any felony or any crime involving fraud, embezzlement dishonesty or moral turpitude under the laws of the United States or any other act of moral turpitudestate thereof; (iiib) Executive’s gross misconduct commission of, or participation in, a fraud or material act of dishonesty against the Company or any of its employees or directors that materially causes harm; (c) Executive’s intentional, material violation of any contract or agreement between the Executive and adversely affects the Company, the Company’s reputation employee handbook and employment policies, the Company’s Code of Conduct and Business Ethics, or businessof any statutory or legal duty owed to the Company; (ivd) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation unauthorized use or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly unauthorized disclosure of the Company’s confidential information or proprietary information that materially adversely affects trade secrets or other material breach of the CompanyConfidentiality Agreement (as defined below); (ve) Executive has breached any material term or condition of the Executive’s willful misconduct in the performance of Executive’s employment duties; and (f) Executive’s willful failure to reasonably cooperate with any written internal or external Company policy investigation or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with audit (whether being conducted by the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or selfa third-regulatory entityparty); provided, however that failure in order to waive attorney-client privilege relating to communications with terminate Executive’s own attorney in connection with such investigation will not constitute employment for “Cause” provided, however, that pursuant to the action or conduct described in foregoing clauses (ivc), (v) d), (e), and (vif) above will constitute “Cause” only if such action or conduct continues after the Company has provided you Board must first provide Executive with written notice thereof of the applicable Cause event (which specifically identifies, in reasonable detail, the basis for alleging a Cause event) within 30 days of the Company learning, or of when the Company reasonably should have been aware, of such Cause event, and thirty (30) provide Executive a period of 30 days thereafter to reasonably cure such Cause event, to the extent curable. If Executive fails to cure such Cause event within such period, then the same if such action or conduct is curabletermination of employment must be effective not later than 30 days after the end of Executive’s cure period.

Cause. The Company terminates the Executive for Cause or for any reason other than for Cause. As used in this Agreement, “Cause” is defined as: with respect to Executive’s termination from employment, shall mean any of the following: (i1) an act the Executive’s failure to cure the Executive’s material breach of dishonesty made by Executive 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 responsibilities as an employee that materially adversely affects misappropriation of any of the Company; ’s funds or property; (ii4) the Executive’s conviction of, of or entering of a guilty plea or a plea of nolo contendere no contest with respect to, a felony or any crime involving fraudfelony, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that crime which materially and adversely affects the Company’s reputation business of the Company or business; (iv) Executive’s continued intentional refusal ability to perform carry out his employment 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 fashion economic damage to the Company or its reputation. It is expressly understood that materially and adversely affects 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 reputation 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 the following: (A) the Executive materially violates any Company policy, regulation or business, after guideline which Executive has received a fails to cure within sixty (60) days following written demand notice of performance from such violation by the Company to the Executive; or (B) the Executive’s conviction or entering of a guilty plea or a plea of no contest with respect to fraudulent or illegal activities which specifically sets forth the factual basis for are materially injurious to the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term , monetarily or condition otherwise. No termination of the Executive’s Confidentiality Agreement with employment hereunder by the Company or has otherwise improperly disclosure for Cause 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 cure such alleged violation. If he fails to cure such alleged violation within such sixty (60)-day period, the Executive shall then be entitled to a hearing before the Board. If after such hearing, the Board gives a second Notice of Termination to the Executive confirming that a majority of the Company’s confidential or proprietary information members of the Board that materially adversely affects are not then employed as employees of the Company; (v) Executive has breached any material term or condition of Company voted after the hearing to terminate him for Cause, the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “employment shall thereupon be terminated for Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

Cause. The Company may terminate the Executive’s employment at any time during the Term for Cause or without Cause. For purposes of this Agreement, “Cause” shall mean (1) a breach by the Executive of the Executive’s obligations under this Agreement, which constitutes nonperformance by the Executive of his obligations and duties hereunder, as determined by the Board, that is defined as: not cured within 15 days of the Executive’s receipt of written notice thereof from the Board, (i2) commission by the Executive of an act of dishonesty made fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company, (3) a material breach by the Executive in connection with of any restrictive covenants contained within this Agreement that is not cured within 15 days after the Executive’s responsibilities as an employee that materially adversely affects receipt of written notice thereof from the Company; Board, (ii4) the Executive’s conviction ofconviction, or plea of no contest or nolo contendere tocontendere, a deferred adjudication or unadjudicated probation for any felony or any crime involving fraud, embezzlement dishonesty, or moral turpitude or causing material harm, financial or otherwise, to the Company, (5) the willful refusal or intentional failure of the Executive to carry out, or comply with, in any other act material respect, any lawful and material written directive of moral turpitude; the Board (iiiof which the Board will give the Executive written notice of and a reasonable opportunity to remedy), (6) the Executive’s gross misconduct that materially unlawful use (including being under the influence) or possession of illegal drugs, or (7) the Executive’s willful and material violation of any federal, state, or local law or regulation applicable to the Company or its business which adversely affects the Company’s reputation Company that is not cured after written notice from the Board. For purposes of the definition of “Cause”, no act or business; (iv) failure to act on the Executive’s continued intentional refusal part shall be deemed “willful” unless done, or omitted to perform his employment duties be done, by the Executive not in a material fashion good faith and without reasonable belief that materially and adversely affects the Executive’s action or omission was in the best interest of the Company’s reputation or business. For purposes of this Agreement, after Executive has received a written demand of performance from termination “without Cause” shall mean a termination by the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with employment during the Company or has otherwise improperly disclosure of Term at the Company’s confidential sole discretion for any reason other than a termination based upon Cause, death or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curableDisability.

Cause. The Company shall have “Cause” is defined as: to terminate Executive’s employment hereunder upon: (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects failure to comply with, in any material respect, any of the material Company; ’s Policies; (ii) Executive’s failure in any material respect to carry out or comply with any lawful and reasonable directive of the Board; (iii) Executive’s breach of a material provision of this Agreement, any Restricted Stock Agreement and any other material agreement among Executive and the Company, Parent or subsidiary thereof; (iv) Executive’s commission of, conviction of, or plea of nolo contendere “guilty” or “no contest” to, a any felony or any crime involving moral turpitude; (v) Executive’s unlawful use (including being under the influence) or possession of illegal drugs on Parent’s or its direct or indirect subsidiaries’ premises or while performing Executive’s duties and responsibilities under this Agreement; (vi) Executive’s willful, reckless or gross misconduct bringing Parent or its direct or indirect subsidiaries into any public disgrace or disrepute; or (vii) Executive’s commission of an act of dishonesty, disloyalty, fraud, embezzlement embezzlement, misappropriation, willful misconduct, or any other act breach of moral turpitude; fiduciary duty with respect to Parent or its direct or indirect subsidiaries. Notwithstanding the foregoing, in the case of clauses (i), (ii) and (iii) Executive’s gross misconduct that materially above, no “Cause” will have occurred unless and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from until the Company which specifically sets has provided Executive with written notice of the circumstances setting forth the factual basis for the Company’s belief that Executive has not substantially performed his duties elements of “Cause” in reasonable detail and Executive continues to refuse an opportunity to cure such non-performance finding of “Cause” within thirty (30) days after receiving the receipt of such notice; . If the Executive fails to cure the same within such thirty (30) days, then “Cause” shall be deemed to have occurred as of the expiration of the 30-day cure period. In the event that (a) Executive’s employment with the Company terminates for any reason other than for Cause (including, without limitation, whether by death, Disability, resignation or termination without Cause or with Good Reason) and (b) any of the facts and circumstances described in (iv) Executive has breached through (vi) above existed as of the date of Executive’s termination (whether or not known by the Board as of the termination or discovered after any material term or condition such termination), by a vote of the Board, the Company may deem the termination of the Executive’s Confidentiality employment to have been for Cause and, for all purposes of this Agreement with (including Sections 3 and 4), the termination shall be treated as a termination by the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with for Cause and the Company and Executive shall have the corresponding rights or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications obligations associated with Executive’s own attorney in connection with such investigation will not constitute “a termination for Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

Cause. For purposes of this Agreement, “Cause” is defined asmeans and only means any of the following: (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Company; (ii) Executive’s a conviction of, or plea of nolo contendere “guilty” or “no contest” to, a felony or any crime involving fraud, embezzlement fraudulent conduct under the laws of the United States or any other act State by Executive; (ii) any unauthorized use or disclosure by Executive of moral turpitudeconfidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud, gross negligence or willful misconduct that materially and adversely affects causes material harm to the Company’s reputation or business; (iv) Executive’s continued intentional refusal continuing failure to perform his employment duties in a Executive’s assigned material fashion that materially and adversely affects the Company’s reputation or businessduties, after Executive has received a receiving written demand notification of performance such failure from the Company which specifically sets forth the factual basis for the Company’s belief Board that specifies such failure and such failure is not materially cured by Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Companythereafter; (v) Executive has breached any material term or condition of the Executive’s material breach of any written agreement between Executive and the Company policy or the Company’s written code of conduct that has been made available to Executive prior to if such breach or any other material agreement with the Company or (vi) is not cured by Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to cure comply with the same Company’s reasonable and legal written policies or rules applicable to all executives if such action failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or conduct (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is curableunderstood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faith.

Cause. (a) For the purpose of this Agreement, “Cause,” as used herein, means any of the following (alone or in combination): (b) Executive is defined asconvicted of or takes a plea of nolo contendere to a crime involving dishonesty, fraud or moral turpitude; (c) Executive has engaged in any of the following: (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Company; fraud, embezzlement, theft or other dishonest acts, (ii) Executive’s conviction ofunprofessional conduct, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects negligence related to the Company’s reputation business or business; (iv) other conduct that is materially detrimental to the business as determined in the reasonable business judgment of Company; (d) Executive materially violates a significant Company policy (as they may be amended from time to time), such as policies required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Company’s Drug Free Workplace Policy or Company’s EEO policies, and does not cure such violation (if curable) within twenty (20) days after written notice from Company; (e) Executive willfully takes any action that significantly damages the assets (including tangible and intangible assets, such as name or reputation) of Company; (f) Executive fails to perform Executive’s continued intentional refusal duties in good faith or Executive persistently fails to perform his Executive’s duties, and does not cure such failures within ten (10) days after written notice from Company or, if notice and cure have previously taken place regarding a similar failure to perform, if the circumstance recurs; (g) Executive uses or discloses (or allows others to use or disclose) Confidential Information, as defined in this Agreement, without authorization; or (h) Executive breaches this Agreement in any material respect and does not cure such breach (if curable) within twenty (20) days after written notice from Company or, if notice and cure have previously taken place regarding a similar breach, if a similar breach recurs. A termination of employment duties by the Employer for one of the reasons set forth in a material fashion that materially Section II. 3(a)-(h) above will not constitute cause unless, within the 60-day period immediately following the occurrence of such event, Employer has given written notice to Executive specifying in reasonable detail the event or events relied upon for such termination and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure remedied such non-performance event or events within thirty twenty (3020) days after receiving of the receipt of such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

Cause. “The Company shall have the right to terminate Executive's employment for Cause” is defined as: , 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 Company shall have "Cause" to terminate Executive's employment upon: (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Company; (ii) Executive’s 's conviction of, or plea of guilty or nolo contendere to, a felony felony; (ii) Executive's willful and continued failure to use reasonable best efforts to substantially and materially perform his duties hereunder (other than such failure resulting from Executive's incapacity due to physical or any crime involving fraud, embezzlement mental illness or any other act subsequent to the issuance of moral turpitude; a Notice of Termination by Executive for Good Reason (as defined in Section 6(d)) after demand for substantial performance is delivered by the Company in writing that specifically identifies the manner in which the Company believes Executive has not used reasonable best efforts to substantially and materially perform his duties; (iii) Executive’s gross 's willful misconduct (including, but not limited to, a willful breach of the provisions of Section 11) that is materially and adversely affects economically injurious to the Company’s reputation Company or business; to any entity in control of, controlled by or under common control with the Company ("Affiliate"); (iv) Executive’s continued intentional refusal 's material failure to perform his employment duties in comply with Executive's obligations under Section 3(b) of this Agreement, but excluding inadvertent or inconsequential failures unless they are of a material fashion that materially and adversely affects the Company’s reputation or businessrecurring nature, after the Company (A) delivers to Executive a written notice specifically identifying the manner in which the Company believes Executive has received materially failed to comply with Executive's obligations under Section 3(b) and (B) provides Executive a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has reasonable opportunity (not substantially performed his duties and Executive continues to refuse exceed fifteen (15) days) to cure such non-performance within thirty failure or to commence such cure (30if such failure cannot be cured with in such fifteen (15)-day period); provided, that Executive diligently prosecutes such cure thereafter; or (v) days after receiving such notice; (iv) Executive has breached any material term or condition Any termination of the Executive’s Confidentiality Agreement employment of ▇▇▇▇ ▇▇▇▇▇ by the Company for Cause pursuant to ▇▇▇▇ ▇▇▇▇▇'▇ employment agreement with the Company. For purposes of this Section 6(c), no act, or failure to act, by Executive shall be considered "willful" unless it is committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Companyany Affiliates thereof; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the willful requirement outlined in paragraphs (ii) or (iii) above shall be deemed to have been satisfied if the Executive's action or conduct described in clauses non-action continues for more than ten (iv)10) days after Executive has received written notice of the inappropriate action or non-action, (v) and (vi) above will constitute “Cause” only or, after it has ceased, it is thereafter recommenced or repeated or, if such action or conduct continues after the Company has provided you with written notice thereof and thirty non-action cannot be cured within such ten (30) days 10)-day period, Executive shall not have begun to cure the same if such action or conduct is curablenon-action within such ten (10)-day period and shall not continue to diligently prosecute such cure thereafter.

Cause. For purposes of this Agreement, a termination of employment is for “Cause” is defined asif the termination occurs because of Executive’s: (i) an act unauthorized use or disclosure of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the confidential information or trade secrets of the Company, which use or disclosure causes, or could reasonably be expected to cause, material harm to the Company; (ii) Executive’s conviction of, or plea of nolo contendere “guilty” or “no contest” to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) willful misfeasance or gross misconduct in the performance of Executive’s gross misconduct that materially and adversely affects the Company’s reputation or businessduties; (iv) substance abuse that in any manner materially interferes with the performance of Executive’s continued intentional refusal duties; (v) chronic absence from work for reasons other than illness; or (vi) failure to perform his Executive’s assigned duties, after receiving written and reasonable notice from the Company and an opportunity of at least thirty (30) days to correct any such failure and/or dispute the original notice. Although the foregoing is an exclusive list of the grounds for terminating Executive’s employment duties in for “Cause,” it is expressly understood that the Company, 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 fashion that materially and adversely affects reduction in employment duties, compensation or benefits; or (b) a change in location of employment outside of a fifty (50)-mile radius of the Company’s reputation or businesscurrent principal office, after Executive has received without Executive’s consent; provided, however, that a written demand termination in connection with the events described above shall only constitute a termination of performance from Executive’s employment by the Company which specifically sets forth without Cause only if (A) the factual basis for Executive provides written notice to the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse Company of the event within ninety (90) days of the occurrence of such event, (B) the Company fails to cure the condition caused by such non-performance event within thirty (30) days after receiving such notice; (iv) receipt from Executive has breached any material term or condition of written notice of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impededevent, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (viC) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with Executive provides written notice thereof and of his intent to terminate employment within thirty (30) days following the Company’s failure to cure the same if such action or conduct is curablecure.

Cause. The Company, acting by its Board of Directors, may terminate the Executive’s employment for “Cause.” is defined asA termination for Cause shall mean discharge by the Company by reason of the following: (i) an the Executive’s conviction of, or a plea of nolo contendere to, any act of dishonesty made by Executive which constitutes a felony offense under applicable law in connection with the performance of the Executive’s responsibilities obligations on behalf of the Company or which affects the Executive’s ability to perform the Executive’s obligations as an employee that of the Company or under this Agreement or any non-competition agreement, confidentiality agreement or like agreement or covenant between the Executive and the Company or which materially and adversely affects the reputation and business activities of the Company; (ii) the Executive’s conviction of, or plea willful misconduct in connection with the performance of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act the Executive’s duties and responsibilities as an employee of moral turpitudethe Company; (iii) the Executive’s gross misconduct that materially and adversely affects commission of an act of embezzlement, fraud or dishonesty which results in a loss, damage or injury to the Company’s reputation or business; (iv) the Executive’s continued intentional refusal to perform his employment duties substantial and continuing gross negligence in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure duties as an employee of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) the Executive’s knowing unauthorized use or unauthorized disclosure of any trade secret or confidential information of the Company which adversely affects the business of the Company; provided, that any disclosure of any trade secret or confidential information of the Company to a third party in the ordinary course of business who signs a confidentiality agreement shall not be deemed a breach of this subsection; (vi) substance or alcohol abuse for which the Executive has breached any fails to undertake and maintain treatment within five (5) calendar days after requested in writing by the Company; or (vii) the Executive’s continuing material term failure or condition refusal to perform the Executive’s duties in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, the Executive’s resignation promptly following an action by the Company that results in a constructive termination or discharge of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement employment with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized shall constitute a termination by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curablewithout Cause for purposes of this Agreement.

Cause. The Company may terminate the Executive’s employment for “Cause.” is defined asA termination for Cause shall mean discharge by the Company by reason of the following: (i1) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Company; (ii) The Executive’s conviction of, or a plea of nolo contendere to, any act which constitutes a felony or any crime involving fraud, embezzlement or any other act offense under applicable law in connection with the performance of moral turpitude; (iii) the Executive’s gross misconduct that obligations on behalf of the Company or which affects the Executive’s ability to perform the Executive’s obligations as an employee of the Company or under any employment agreement, non-competition agreement, confidentiality agreement or like agreement or covenant between the Executive and the Company or which materially and adversely affects the reputation and business activities of the Company’s reputation or business; (iv2) the Executive’s continued intentional refusal to perform his employment duties willful misconduct in a material fashion that materially and adversely affects connection with the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure duties and responsibilities as an employee of the Company’s confidential or proprietary information that materially adversely affects the Company; (v3) Executive has breached any material term the Executive’s commission of an act of embezzlement, fraud or condition dishonesty which results in a loss, damage or injury to the Company; (4) the Executive’s substantial and continuing gross negligence in the performance of the Executive’s any written Company policy or duties as an employee of the Company; (5) the Executive’s written code knowing unauthorized use or unauthorized disclosure of conduct that has been made available to Executive prior to such breach any trade secret or any other material agreement with confidential information of the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by which adversely affects the Board or any governmental or self-regulatory entitybusiness of the Company; provided, however that failure any disclosure of any trade secret or confidential information of the Company to waive attorney-client privilege relating a third party in the ordinary course of business who signs a confidentiality agreement shall not be deemed a breach of this subsection; (6) substance or alcohol abuse for which the Executive fails to communications with undertake and maintain treatment within five (5) days after requested by the Company; (7) the Executive’s own attorney continuing material failure or refusal to perform the Executive’s duties in connection accordance with such investigation will not constitute “Cause” the terms of this Agreement; provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will discharge pursuant to this subsection shall constitute “Cause” discharge for cause only if such action or conduct continues after the Executive has first received written notice from the President of the Company has provided you stating with written notice thereof and thirty specificity the nature of such failure or refusal and, if requested by the Executive within five (305) days thereafter, the Executive is afforded a reasonable opportunity to cure be heard before the same if such action Board; or conduct is curable(8) the Executive breaches a material provision of this Agreement.

Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, the Company shall have “Cause” is defined as: to terminate the Executive’s employment hereunder upon the Executive’s (i) an act willful and continued failure substantially to perform his material duties with Company (other than due to Disability), or the commission of dishonesty made by any activities constituting a material violation or material breach of any federal, state or local law or regulation applicable to the activities of Company, in each case, after notice thereof from the Board to the Executive and (where possible) a reasonable opportunity for the Executive to cease and cure such failure, breach or violation in connection with Executive’s responsibilities as an employee that materially adversely affects the Company; all respects, (ii) Executivefraud, breach of fiduciary duty, dishonesty, misappropriation or other act that causes material damage to the Company’s property or business, (iii) repeated absences from work such that the Executive is unable to perform his employment or other duties in all material respects, other than due to Disability or a condition that with the passage of time would become a Disability, (iv) admission or conviction of, or plea of nolo contendere to, a felony or any crime involving fraudthat, embezzlement or any other act in the reasonable judgment of moral turpitude; (iii) Executive’s gross misconduct that materially and the Board, adversely affects the Company’s reputation or business; (iv) the Executive’s continued intentional refusal ability to perform carry out the obligations of his employment duties employment, (v) failure to reasonably cooperate with the Company in a material fashion that materially and adversely affects the Company’s reputation any internal investigation or businessadministrative, regulatory or judicial proceeding, after Executive has received a written demand of performance notice thereof from the Company which specifically sets forth Board to the factual basis Executive and a reasonable opportunity for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty cooperation or, (30vi) days after receiving such notice; (iv) Executive has breached any material term act or condition of the Executive’s Confidentiality Agreement with the Company omission in violation or has otherwise improperly disclosure disregard of the Company’s confidential policies, including but not limited to the harassment and discrimination policies and Standards of Conduct of the Company then in effect, in such a manner as to cause significant loss, damage or proprietary information that materially adversely affects injury to the property, reputation or employees of the Company; (v) Executive has breached any material term or condition of . In addition, the Executive’s any written Company policy employment shall be deemed to have terminated for Cause if, 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, no act or failure to act on the Executive’s part shall be considered “willful” unless it is done, or omitted to be done, by him in bad faith or without reasonable belief that his action or omission was in the best interests of the Company’s written code of conduct that has been made available . Any act or failure to Executive prior act based upon authority given pursuant to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized a resolution duly adopted by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that based upon the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after advice of counsel for the Company has provided you with written notice thereof shall be conclusively presumed to be done, or omitted to be done, in good faith and thirty (30) days to cure in the same if such action or conduct is curablebest interests of the Company.

Cause. The Company may terminate the Executive’s employment for Cause. For purposes of this Agreement (except as set forth below), “Cause” is defined as: shall mean that the Board, acting in good faith based upon the information then known to the Company, determines that the Executive has (i) an act of dishonesty made by Executive engaged in connection with Executive’s responsibilities as an employee that materially adversely affects the Companyor committed willful misconduct; (ii) Executive’s conviction ofengaged in or committed theft, fraud or plea of nolo contendere to, other conduct constituting a felony (other than traffic related offenses or any crime involving fraud, embezzlement or any other act as a result of moral turpitudevicarious liability); (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation refused or business; (iv) Executive’s continued intentional refusal demonstrated an unwillingness to substantially perform his employment duties in for a material fashion that materially and adversely affects the Company’s reputation or business, 30-day period after Executive has received a written demand of for substantial performance from that refers to this Section 3(d) and is delivered by the Company that specifically identifies the manner in which specifically sets forth the factual basis for Company believes the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such noticefor the Company or Apria Healthcare; (iv) Executive has breached refused or demonstrated an unwillingness to reasonably cooperate in good faith with any material term Company, Apria Healthcare or condition of government investigation or provide testimony therein (other than such failure resulting from the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Companydisability); (v) Executive has breached engaged in or committed any material term willful act that is likely to and which does in fact have the effect of injuring the reputation or condition business of the Executive’s any written Company policy or Apria Healthcare; (vi) willfully violated his fiduciary duty or his duty of loyalty to the Company or Apria Healthcare or the Company’s written code Code of conduct that Ethical Business Conduct in any material respect; (vii) used alcohol or drugs (other than drugs prescribed to the Executive by a physician and used by the Executive for their intended purpose for which they had been prescribed) in a manner which materially and repeatedly interferes with the performance of his duties hereunder or which has been made available to Executive prior to such breach the effect of materially injuring the reputation or business of the Company or Apria Healthcare; or (viii) engaged in or committed any other material agreement with breach of this Agreement or the Letter Agreement for a 30-day period after written notification is delivered by the Company or (vithat specifically refers to this Section 3(d) and identifies the manner in which the Company believes the Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by breached this Agreement. For purposes of the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in above clauses (ivi), (v) and (vi) above will constitute “Cause” only if such of this Section 3(d), no act, or failure to act, on the Executive’s part shall be considered willful unless done or omitted to be done, by him not in good faith or without reasonable belief that his action or conduct continues after omission was in the Company has provided you with written notice thereof and thirty (30) days to cure best interest of the same if such action or conduct is curableCompany.

Cause. “Cause” is defined as: The occurrence of one or more of the following: (ia) The willful failure by the Executive to substantially perform his duties hereunder (other than a failure attributable to an act of dishonesty made by Executive in connection with event constituting Good Reason or resulting from the Executive’s responsibilities as an employee that materially adversely affects the Company; (ii) Executive’s conviction of, incapacity because of death or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or businessdisability), after Executive has received a written demand of performance notice from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties or an Affiliate, and Executive continues to refuse a failure to cure such non-violation within 20 days of said notice; (b) The willful engaging by the Executive in misconduct injurious to the Company or an Affiliate; (c) Dishonesty, insubordination or gross negligence of the Executive in the performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement duties; (d) The Executive’s breach of fiduciary duty involving personal profit; (e) Conduct on the part of the Executive which brings public discredit to the Company or an Affiliate and, if the effect may be cured, a failure to cure within 20 days of the date notice of such conduct is delivered to the Executive; (f) The Executive’s conviction of or plea of guilty or nolo contendere to a felony (including conviction of or plea of guilty or nolo contendere to a misdemeanor that was originally charged as a felony but was reduced to a misdemeanor as a result of a plea bargain), crime of falsehood or a crime involving moral turpitude, or the actual incarceration of the Executive for a period of 20 consecutive days or more; (g) The Executive’s theft or abuse of the Company’s or an Affiliate’s property or the property of the Company’s or an Affiliate’s customers, employees, contractors, vendors or business associates; (h) The direction or recommendation of a state or federal bank regulatory authority to remove the Executive from his position(s) with the Company or has otherwise improperly disclosure an Affiliate; (i) The Executive’s willful failure to follow the good faith lawful instructions of the Company’s confidential Board (or proprietary information that materially adversely affects the Company; (vboard of directors of an Affiliate) Executive has breached any material term or condition with regard to its operations, after written notice and, if the event may be cured, a failure to cure such violation within 20 days of the date said notice is delivered to the Executive’s ; (j) Material breach of any written Company policy contract or agreement that the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement entered with the Company or an Affiliate, including breach of any of the obligations described in Article 4 and, if the breach may be cured, a failure to cure such breach within 20 days of the date notice of such breach is delivered to the Executive; (vik) Unauthorized disclosure of the trade secrets or Confidential Information of the Company or an Affiliate, or any of their trade partners or vendors; and (l) Any intentional cooperation with any party attempting to effect a Change of Control unless (i) the Board has approved or ratified that action before the Change of Control or (ii) that cooperation is required by law. However, Cause will not arise solely because the Executive is absent from active employment during periods of vacation, consistent with the Company’s or an Affiliate’s applicable vacation policy or other period of absence initiated by the Executive and approved by the Company or such Affiliate. Also, if, after the Executive Terminates employment, the Company learns that the Executive has obstructed actively concealed conduct or impededan event that, or failed to materially cooperate withif discovered before employment Terminated, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute would have constituted “Cause,” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof may recover any and thirty all amounts paid to the Executive (30or to his or her Beneficiaries) days to cure under this Agreement in excess of the same if such action or conduct is curableAccrued Obligations.

Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, the term “Cause” is defined asshall mean: (i) an act a material breach by the Executive of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Companythis Agreement; (ii) other than as a result of physical or mental illness or injury, continued failure of the Executive to perform substantially the Executive’s conviction ofduties hereunder; (iii) gross negligence by the Executive, or plea willful misconduct by the Executive (including willful violation of written rules, regulations, procedures or instructions relating to the conduct of employees of the Company generally), which in either case causes (or should reasonably be expected to cause) material harm to the Company or the Parent (including indirectly through their subsidiaries); (iv) material failure by the Executive to use his best reasonable efforts to follow lawful instructions of the Board or the Executive’s direct supervisor; or (v) the Executive is indicted for, or pleads nolo contendere to, a felony involving moral turpitude or any other serious crime involving fraud, embezzlement or any other act of moral turpitude; . In the case of clauses (i), (ii), (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or businessabove, after Executive has received a written demand of performance from the Company which specifically sets forth shall provide notice to the factual basis for Executive indicating in reasonable detail the Company’s belief events or circumstances that it believes constitute Cause hereunder, and provide the Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within with thirty (30) days after receiving delivery of such notice; (iv) Executive has breached any material term or condition notice to cure such purported Cause before termination of the Executive’s Confidentiality Agreement employment hereunder for Cause. For avoidance of doubt, placing the Executive on paid leave for up to 60 days during which the Company continues to provide the Executive with the Company or has otherwise improperly disclosure Base Salary and other compensation and benefits required under Section 2 of this Agreement, pending the CompanyBoard’s confidential or proprietary information that materially adversely affects determination of whether there is a basis to terminate the Company; (v) Executive has breached any material term or condition for Cause, will not by itself constitute a termination of the Executive’s any written employment hereunder or provide the Executive with Good Reason to resign his employment until after such 60 day period has elapsed without reinstatement or delivery of a Notice of Termination by the Company policy or the Company’s written code of conduct (it being understood that has been made available such 60 day leave period shall be deemed to Executive prior to such breach or any other material agreement coincide with the 60 day Company or (vicure period set forth in Section 3(e) Executive has obstructed or impededof this Agreement). If, subsequent to the Executive’s termination of employment hereunder for other than Cause, or failed subsequent to materially cooperate withthe Company providing notice of non-renewal subject to Section 3(a), any investigation authorized it is determined in good faith by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with the Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), employment could have been terminated for Cause pursuant to clause (v) and (vi) above will constitute “Cause” only if such action or conduct continues after of this Section 3(c), the Company has provided you with written notice thereof and thirty (30) days Executive’s employment shall, at the election of the Board, be deemed to cure have been terminated for Cause retroactively to the same if such action or conduct is curabledate the events giving rise to Cause occurred.

Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, the Company shall have “Cause” is defined as: to terminate the Executive’s employment hereunder upon the Executive’s (i) an act willful and continued failure substantially to perform his material duties with Company (other than due to Disability), or the commission of dishonesty made by any activities constituting a material violation or material breach of any federal, state or local law or regulation applicable to the activities of Company, in each case, after notice thereof from the Board to the Executive and (where possible) a reasonable opportunity for the Executive to cease and cure such failure, breach or violation in connection with Executive’s responsibilities as an employee that materially adversely affects the Company; all respects, (ii) Executivefraud, breach of fiduciary duty, dishonesty, misappropriation or other act that causes material damage to the Company’s property or business, (iii) repeated absences from work such that the Executive is unable to perform his employment or other duties in all material respects, other than due to Disability or a condition that with the passage of time would become a Disability, (iv) admission or conviction of, or plea of nolo contendere to, a felony or any crime involving fraudthat, embezzlement or any other act in the reasonable judgment of moral turpitude; (iii) Executive’s gross misconduct that materially and the Board, adversely affects the Company’s reputation or business; (iv) the Executive’s continued intentional refusal ability to perform carry out the obligations of his employment duties employment, (v) failure to reasonably cooperate with the Company in a material fashion that materially and adversely affects the Company’s reputation any internal investigation or businessadministrative, regulatory or judicial proceeding, after Executive has received a written demand of performance notice thereof from the Company which specifically sets forth Board to the factual basis Executive and a reasonable opportunity for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty cooperation or, (30vi) days after receiving such notice; (iv) Executive has breached any material term act or condition of the Executive’s Confidentiality Agreement with the Company omission by in violation or has otherwise improperly disclosure disregard of the Company’s confidential policies, including but not limited to the harassment and discrimination policies and Standards of Conduct of the Company then in effect, in such a manner as to cause significant loss, damage or proprietary information that materially adversely affects injury to the property, reputation or employees of the Company; (v) Executive has breached any material term or condition of . In addition, the Executive’s any written Company policy employment shall be deemed to have terminated for Cause if, 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, no act or failure to act on the CompanyExecutive’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impededpart shall be considered “willful” unless it is done, or failed omitted to materially cooperate withbe done, any investigation authorized by him in bad faith or without reasonable belief that his action or omission was in the best interests of Company. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that based upon the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after advice of counsel for the Company has provided you with written notice thereof shall be conclusively presumed to be done, or omitted to be done, in good faith and thirty (30) days to cure in the same if such action or conduct is curablebest interests of the Company.

Cause. The Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” is defined asshall mean: (i) an any act of dishonesty made by Executive in connection with material insubordination on the part of the Executive’s responsibilities as an employee that materially adversely affects the Company; (ii) Executive’s 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 any of its divisions, subsidiaries or affiliates, monetarily or otherwise; (iii) any conviction of, or plea of guilty or nolo contendere to, the Executive with respect to a felony or any crime involving fraud, embezzlement or any (other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or businessthan a traffic violation); (iv) Executive’s continued intentional refusal the commission (or attempted commission) of any act of fraud or dishonesty by the Executive which is materially detrimental to perform his employment duties in a material fashion that materially and adversely affects the Company’s business or reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure any of its divisions, subsidiaries or affiliates; (v) the engaging by the Executive in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s confidential or proprietary information that materially adversely affects financial statements due to material non-compliance with any financial reporting requirement within the Companymeaning of Section 304 of The Sarbanes Oxley Act of 2002; (vvi) Executive has breached any material term or condition of the Executive’s breach of any written Company policy of the covenants set forth in Article IV of this Agreement; or (vii) the Executive’s refusal to follow reasonable and lawful directives of the Board of Directors or the Chief Executive Officer without a valid reason for such refusal. 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 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’s 's learning of such act or acts or failure or failures to act. Executive shall have 20 days after the date that such written code of conduct that notice has been made available given to him in which to cure such conduct, to the extent such cure is possible. If he fails to cure such conduct, Executive prior shall then be entitled to a hearing before the Board. Such hearing shall be held within 25 days of such breach or any other material agreement with notice to Executive, provided he requests such hearing within 10 days of the written notice from the Company or (vi) of the intention to terminate him for Cause. If, within five days following such hearing, Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized is furnished written notice by the Board or any governmental or self-regulatory entity; providedconfirming that, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “its judgment, grounds for Cause on the basis of the original notice exist, he shall thereupon be terminated for Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

Cause. For purposes of this Agreement, “Cause” is defined as: (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Company; (ii) Executive’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition shall include termination because of the Executive’s Confidentiality Agreement with personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation which negatively impacts the Company or has otherwise improperly disclosure the Bank (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. For purposes of this Section, the term “willful” is defined to include any act or omission which demonstrates an intentional or reckless disregard for the duties and responsibilities owed to the business of the Company or the Bank by Executive. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him/her a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board of Directors at a meeting of the Board of Directors called and held for that purpose, finding that in the good faith opinion of the Board of Directors, Executive was guilty of conduct justifying termination for Cause and specifying the reasons thereof. The Executive shall not have the right to receive compensation or other benefits for any period after a Termination for Cause. Any stock options granted to Executive under any stock option plan or any unvested awards granted under any other stock benefit plan of the Company’s confidential , or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term subsidiary or condition of the affiliate thereof, shall become null and void effective upon Executive’s receipt of Notice of Termination for Cause pursuant to Section 12 hereof, and shall not be exercisable by Executive at any written Company policy or the Company’s written code of conduct that has been made available to Executive prior time subsequent to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Termination for Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

Cause. The Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” is defined asshall mean: (i) an any act of dishonesty made by Executive in connection with material insubordination on the part of the Executive’s responsibilities as an employee that materially adversely affects the Company; (ii) Executive’s 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 any of its divisions, subsidiaries or affiliates, monetarily or otherwise; (iii) any conviction of, or plea of guilty or nolo contendere to, the Executive with respect to a felony or any crime involving fraud, embezzlement or any (other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or businessthan a traffic violation); (iv) Executive’s continued intentional refusal the commission (or attempted commission) of any act of fraud or dishonesty by the Executive which is materially detrimental to perform his employment duties in a material fashion that materially and adversely affects the Company’s business or reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure any of its divisions, subsidiaries or affiliates; or (v) Executive engages in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s confidential or proprietary information that materially adversely affects financial statements due to material non-compliance with any financial reporting requirement within the Company; (v) Executive has breached any material term or condition meaning of Section 304 of The Sarbanes Oxley Act of 2002. The right of the Executive’s 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 policy 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’s learning of such act or acts or failure or failures to act. Executive shall have 20 days after the date that such written code of conduct that notice has been made available given to him in which to cure such conduct, to the extent such cure is possible. If he fails to cure such conduct, Executive prior shall then be entitled to a hearing before the Board. Such hearing shall be held within 25 days of such breach or any other material agreement with notice to Executive, provided he requests such hearing within 10 days of the written notice from the Company or (vi) of the intention to terminate him for Cause. If, within five days following such hearing, Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized is furnished written notice by the Board or any governmental or self-regulatory entity; providedconfirming that, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “its judgment, grounds for Cause on the basis of the original notice exist, he shall thereupon be terminated for Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

Cause. Wherever reference is made in this Agreement to termination being with or without Cause, “Cause” is defined as: shall mean (i) an act Executive refuses or fails to perform any of dishonesty made by Executive in connection with Executive’s his duties and responsibilities as an employee that materially adversely affects determined from time to time by the Company; Board, including, without limitation (iia) Executive’s conviction of, persistent neglect of duty or plea chronic unapproved absenteeism (other than for a temporary or permanent disability) which remains uncured to the reasonable satisfaction of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act the Board following thirty (30) days’ written notice from the Company of moral turpitude; such alleged fault and (iiib) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects comply with any lawful directive or policy of the Company’s reputation or business, after Board which refusal is not cured by Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving of such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects written notice from the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action Company shall not be required to give Executive a cure period with respect to this clause (i) on more than one occasion; (as used in this Section 7.5, “Company” shall mean Holdings, the Company and each of the Company’s subsidiaries), (ii) Executive acts (including a failure to act) in a manner which constitutes willful misconduct, gross negligence, or conduct described insubordination, (iii) the Company determines that, in clauses the reasonable judgment of the Board, (x) Executive has committed an act of fraud, personal dishonesty or misappropriation relating to the Company or Holdings, has violated any material provision of any written policy of the Company or Holdings or (y) Executive has committed any other act causing material harm to the Company’s or Holding’s standing or reputation, or any 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, (iv)) a material breach by the Executive of this Agreement, any other written agreement with the Company, any fiduciary duty to the Company, (v) and Executive’s arrest, indictment for or conviction (or the entry of a plea of a nolo contendere or equivalent plea) in a court of competent jurisdiction of a felony or any misdemeanor involving material dishonesty or moral turpitude, or (vi) above will constitute “Cause” only if such action the Executive’s habitual or conduct continues after repeated misuse of, or habitual or repeated performance of the Company has provided you with written notice thereof and thirty (30) days to cure Executive’s duties under the same if such action influence of, alcohol or conduct is curablecontrolled substances.

Cause. For purposes of this Agreement, “Cause” is defined as: will mean: (i) an Executive’s willful and continued failure to perform the duties and responsibilities of his position after there has been delivered to Executive a written demand for performance from the Board which describes the basis for the Board’s belief that Executive has not substantially performed his duties and Executive has not taken corrective action within thirty (30) days of such written demand; (ii) Any act of personal dishonesty made taken by Executive in connection with Executive’s his responsibilities as an employee of the Company with the intention or reasonable expectation that materially adversely affects such action may result in the Company; substantial personal enrichment of Executive; (iiiii) Executive’s conviction of, or plea of nolo contendere to, a felony that the Board reasonably believes has had or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects will have a material detrimental effect on the Company’s reputation or business; ; (iv) Executive’s continued intentional refusal A breach of any fiduciary duty owed to perform his employment duties in the Company by Executive that has a material fashion that materially and adversely affects detrimental effect on the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; ; (v) Executive has breached being found liable in any material term Securities and Exchange Commission or condition of the Executive’s other civil or criminal securities law action or entering any written Company policy or the Company’s written code of conduct that has been made available to Executive prior cease and desist order with respect to such breach action (regardless of whether or any other material agreement with the Company not Executive admits or denies liability); (vi) Executive has obstructed (A) obstructing or impededimpeding; (B) endeavoring to obstruct, impede or improperly influence, or failed (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; providedentity (an “Investigation”). However, however that Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation an Investigation will not constitute “Cause” provided, however, ”; (vii) Executive’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive’s loss of any governmental or self-regulatory license that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after is reasonably necessary for Executive to perform his responsibilities to the Company has provided you with written notice thereof and under this Agreement, if (A) the disqualification, bar or loss continues for more than thirty (30) days days, and (B) during that period the Company uses its good faith efforts to cure cause the same disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during Executive’s employment, Executive will serve in the capacity contemplated by this Agreement to whatever extent legally permissible and, if such action or conduct Executive’s employment is curablenot permissible, Executive will be placed on leave (which will be paid to the extent legally permissible).

Cause. “The Company may terminate the Executive's employment under this Agreement for "Cause” is defined as" (as hereinafter defined). "Cause" shall mean: (iA) committing or participation in an injurious act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Company; (ii) Executive’s conviction offraud, or plea of nolo contendere togross neglect, a felony or any crime involving fraudwilful misconduct, recklessness, embezzlement or dishonesty against the Company or any other act of its affiliates; (B) engaging in a criminal enterprise involving moral turpitude; (iiiC) conviction of an act or acts (1) constituting a felony under the laws of the United States or any state thereof, or (2) if applicable, loss of any state or federal license required for the Executive to perform the Executive’s gross misconduct that materially and adversely affects 's material duties or responsibilities for the Company’s reputation ; provided however that this Section 6.4(C)(2) shall not be applicable if such loss of license shall be a result of any actions or businessinactions outside the Executive's control; (ivD) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially habitual neglect of duty, gross incompetence, or wilful disobedience of the reasonable and adversely affects lawful orders of the Company’s reputation Board of Directors or business, after Executive has received a written demand of performance from the Company which specifically sets forth are not inconsistent with the factual basis for provisions of this Agreement or the Executive's duties and authority as provided in this Agreement; or (E) breach of or failure to observe any of the material terms or conditions of this Agreement. In the event that the event constituting "Cause" is a criminal offense which the Executive contests by appropriate pleas and proceedings, then at the Company’s belief that 's option the Executive has not substantially performed may be suspended from his duties office (and his compensation shall continue to be paid to him during the period of such suspension). If the Executive continues is acquitted or the charges against him are withdrawn, then the Executive shall be restored to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached office. Upon any material term or condition disposition of the Executive’s Confidentiality Agreement with 's case that is not an acquittal or withdrawal of charges, the Company or has otherwise improperly disclosure Executive shall be deemed terminated for Cause as of the Company’s confidential or proprietary information that materially adversely affects date of the crime, all compensation paid to him from the date of his suspension shall be forfeited and refunded by the Executive to the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that (i) the action Executive's implementation in good faith of decisions made by the Board of Directors or conduct described in clauses the Company shall not constitute "Cause," and (ivii) if an event constituting "Cause" under Sections (A) (with respect to gross neglect only), (vD) and or (viE) above will constitute “Cause” only if such action or conduct continues after is curable, then the Company has provided you with written notice thereof and thirty (30) days Executive shall have the opportunity to cure the same within 30 days after receipt of written notice from the Company setting forth the conduct committed in reasonable detail and that the Company intends to terminate the Executive for "Cause" if such action or conduct the breach is curablenot timely cured.

Cause. ANLBC may terminate Executive’s employment hereunder for “Cause.” “Cause” shall mean (a) Executive’s breach of or failure to observe any provision or term of this Agreement in any material respect, including, without limitation, any material breach of MLB Rules and Regulations or ANLBC’s or its parent company’s policies or standards of business conduct, provided that if such breach or performance issue is defined as: curable, Executive had received written notice and ten (i10) an act business days to cure such breach or performance issue, and that Executive failed, in ANLBC’s sole and reasonable discretion, to cure such breach; (b) in ANLBC’s sole and reasonable discretion, Executive’s engaging in misconduct that is reasonably likely to cause material damage to the business or reputation of dishonesty made by Executive ANLBC, any affiliate of ANLBC, or any personnel thereof; (c) Executive’s engaging in any gross negligence, or gross misconduct in connection with Executivethe performance of his duties hereunder, which, in ANLBC’s responsibilities as an employee that materially adversely affects the Companysole and reasonable discretion and judgment, is, or is likely to be, injurious to ANLBC, its financial condition, or its reputation; (iid) Executive’s engaging in improper or unethical business activity, in ANLBC’s sole and reasonable discretion, including, but not limited to, fraud, misappropriation, embezzlement, dishonesty, harassment or discrimination in violation of ANLBC policies, willful or negligent destruction of ANLBC property; (e) material breach of any statutory or common law duty of loyalty to ANLBC; or (f) Executive’s charge with, conviction of, of or plea of guilty or nolo contendere or no contest with respect to: (A) any felony or any misdemeanor involving fraud, dishonesty, moral turpitude, or a breach of trust (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 ANLBC, or (B) any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement connected with the Company or has otherwise improperly disclosure business of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curableANLBC.

Cause. The Company may terminate Executive’s employment for “Cause” ”, effective as of the date of the Notice of Termination (as defined in Section 6 below), subject to the payment by the Company to Executive of the benefits provided in Section 7(a) hereof. A termination for Cause is defined as: a termination made because Executive has (iA) committed an act of dishonesty made fraud or embezzlement against the Company or any affiliate thereof, an unauthorized disclosure of Confidential Information (as defined in Section 10 below) of the Company which disclosure results in material damage to the Company, or a breach of one or more of the following duties to the Company which continues after written notice thereof and a reasonable opportunity to cure: (1) the duty not to take actions which would reasonably be viewed by Executive in connection with the Company as placing Executive’s responsibilities as an employee that materially adversely affects interest in a position adverse to the interests of the Company; (ii) Executive’s conviction of, or (2) the duty not to engage in self-dealing with respect to the Company’s assets, properties or business opportunities; or (B) been convicted (or entered a plea of nolo contendere to, contendere) for the commission of (1) a felony or any (2) a crime involving fraud, embezzlement dishonesty or any other act of moral turpitude; or (iiiC) Executive’s gross engaged in intentional misconduct that materially and adversely affects as an employee of the Company’s reputation , which misconduct or business; (iv) Executive’s continued intentional refusal violation results in material damage to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure its reputation and continues after written notice thereof and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive), including, but not limited to (1) intentional violations by Executive of written policies of the Company or specific directions of the Board or Chairman of the Board, which policies or directives are not illegal (or do not involve illegal conduct) nor do they require Executive to violate reasonable business ethical standards, or (2) intentional violations of the Company’s confidential code of corporate conduct; or proprietary information that materially adversely affects (D) failed, after written notice from the Company; (v) Executive has breached any material term Company to render services to the Company in accordance with this Agreement or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement position and responsibilities with the Company in a manner that amounts to gross neglect in the performance of his duties to the Company. The Company may suspend Executive, without pay, upon Executive’s indictment for the commission of (1) a felony or (vi2) 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 Executive has obstructed or impededshall be reinstated with the Company. Upon such reinstatement, or failed Executive shall be entitled to materially cooperate with, any investigation authorized payment by the Board or any governmental or self-regulatory entity; provided, however that failure Company of all Base Salary to waive attorney-client privilege relating which Executive would have otherwise been entitled to communications with Executive’s own attorney in connection with during the period of such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curablesuspension.

Cause. The Company may terminate Executive’s employment for Cause (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. “Cause” is defined asshall mean, for purposes of this Agreement: (i) an act of dishonesty made the continued failure by Executive in connection with to substantially perform Executive’s responsibilities as an employee that materially adversely affects the Companyduties under this Agreement (other than any such failure resulting from Disability or other allowable leave of absence); (ii) Executive’s conviction of, the criminal felony indictment (or plea non-U.S. equivalent) of nolo contendere to, Executive by a felony or any crime involving fraud, embezzlement or any other act court of moral turpitudecompetent jurisdiction; (iii) Executive’s gross the engagement by Executive in misconduct that materially and adversely affects has caused, or, is reasonably likely to cause, material harm (financial or otherwise) to the Company’s reputation , including (A) the unauthorized disclosure of material secret or businessConfidential 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) Executive’s the debarment of Executive by the FDA; (v) the continued intentional refusal material breach by Executive of this Agreement; (vi) any material breach by Executive of a Company policy; (vii) any breach by Executive of a Company policy related to perform his employment duties in sexual or other types of harassment or abusive conduct; or (viii) Executive making, or being found to have made, a material fashion that materially and adversely affects certification relating to the Company’s reputation or businessfinancial statements and public filings that is known to Executive to be false. Notwithstanding the foregoing, after Executive has received 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 of performance from the Company to Executive which specifically sets forth identifies the factual basis conduct that may provide grounds for Cause within ninety (90) calendar days of the Company’s belief that Executive has not substantially performed his duties actual knowledge of such conduct, events or circumstances, and Executive continues to refuse must have failed to cure such non-performance conduct (if curable) within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with demand. References to the Company or has otherwise improperly disclosure in subsections (i) through (viii) of this paragraph shall also include affiliates of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

Cause. “The termination of Executive's employment hereunder upon the occurrence of any of the following events shall be deemed to be a termination for cause ("Cause” is defined as: "): (i) an act Executive's intentional breach of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects any provision hereof, provided such breach has a material adverse effect on either the Company; Company or ITSA. (ii) Executive’s conviction of's intentional violation of any other duty or obligation owed by him to either the Company or ITSA which has a material adverse effect on either the Company or ITSA, as determined by the Board. (iii) Executive is convicted or plea of pleads guilty or nolo contendere to, contendre to any felony (other than a felony traffic violation) or any crime involving fraud, embezzlement dishonesty or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; misappropriation. (iv) Executive has breached any willfully engages in misconduct that causes material term or condition of the Executive’s Confidentiality Agreement with harm to either the Company or has otherwise improperly disclosure ITSA. A termination for Cause hereunder shall not take effect unless the following provisions are complied with: Executive shall be given written notice by the Employer of the Company’s confidential Employer's intention to terminate him for Cause. Such notice shall (1) specifically identify the particular act or proprietary information that materially adversely affects acts or failure or failures to act which are the Company; basis for such termination and (v2) Executive has breached any material term or condition be given within 90 days of the Executive’s any Employer's learning of such act or acts or failure or failures to act. Executive shall have 30 days after the date (the "Notice Date") that such written Company policy notice is given to him in which to cure such conduct or, if such conduct is not curable within such 30-day period, to commence such cure. If Executive fails to cure such conduct or commence such cure, as applicable, within such 30-day period, Executive shall then be entitled to a hearing before the Company’s Board at which Executive shall be entitled to appear. Such hearing shall be held within 35 days of the Notice Date, provided Executive requests such hearing within ten days of the Notice Date. If, within five days following such hearing, Executive is furnished written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized notice by the Board or any governmental or self-regulatory entity; providedconfirming that, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “its judgement, grounds for Cause on the basis of the original notice exist, he shall thereupon be terminated for Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

Cause. Subject to Executive’s failure to cure a breach in the manner and time described below, the Company may terminate Executive’s employment for Cause immediately. As used in this Agreement, the term “for Cause” is defined asshall be limited to a termination for the following acts by Executive: (i) an act misappropriation or embezzlement of dishonesty made 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 in connection with Executive’s responsibilities as an employee that materially adversely affects to take any business or business opportunities of the CompanyCompany or any subsidiary for his or her own personal gain; (ii) Executive’s conviction offailure 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 plea in the event of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitudeExecutive’s death; (iii) grossly negligent, reckless or willful misconduct or insubordination in connection with Executive’s gross misconduct that materially and adversely affects the Company’s reputation or businessperformance of his duties; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term breach by Executive of any agreement (including this Agreement or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects (as defined in Section 11)) between Executive and the Company; (v) Executive’s conviction (including any plea of guilty or nolo contendere) of any felony, any misdemeanor involving dishonesty or fraud, or any other criminal act that impairs or could impair Executive’s ability to perform his or her duties; (vi) the Executive’s material violation of Company 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 a doctor. The determination of Cause shall be made by HemaCare’s President and CEO in her reasonable discretion. Anything herein to the contrary notwithstanding, as to any termination based upon clause (iii) above, the Company shall give the Executive has breached any material term or condition written notice prior to terminating this Agreement of the Executive’s any written Company policy or employment, setting forth a general description of the Company’s written code of grounds for termination and the conduct that has been made available required to cure such grounds for termination. The Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and shall have thirty (30) days from the receipt of such notice within which to cure any such grounds for termination to the same if such action or conduct is curablesatisfaction of the Company, which shall be determined by the Company in its reasonable discretion.

Cause. The Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” is defined asshall mean: (i) an any act of dishonesty made by Executive in connection with material insubordination on the part of the Executive’s responsibilities as an employee that materially adversely affects the Company; (ii) Executive’s 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 any of its divisions, subsidiaries or affiliates, monetarily or otherwise; (iii) any conviction of, or plea of guilty or nolo contendere to, the Executive with respect to a felony or any crime involving fraud, embezzlement or any (other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or businessthan a traffic violation); (iv) Executive’s continued intentional refusal the commission (or attempted commission) of any act of fraud or dishonesty by the Executive which is materially detrimental to perform his employment duties in a material fashion that materially and adversely affects the Company’s business or reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure any of its divisions, subsidiaries or affiliates; (v) the engaging by the Executive in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s confidential or proprietary information that materially adversely affects financial statements due to material non-compliance with any financial reporting requirement within the Companymeaning of Section 304 of The Sarbanes Oxley Act of 2002; (vvi) Executive has breached any material term or condition of the Executive’s breach of any of the covenants set forth in Article IV of this Agreement; or (vii) the Executive’s refusal to follow reasonable and lawful directives of the Board of Directors or the Chief Executive Officer without a valid reason for such refusal. 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 policy 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’s learning of such act or acts or failure or failures to act. Executive shall have 20 days after the date that such written code of conduct that notice has been made available given to him in which to cure such conduct, to the extent such cure is possible. If he fails to cure such conduct, Executive prior shall then be entitled to a hearing before the Board of Directors (the “Board”). Such hearing shall be held within 25 days of such breach or any other material agreement with notice to Executive, provided he requests such hearing within 10 days of the written notice from the Company or (vi) of the intention to terminate him for Cause. If, within five days following such hearing, Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized is furnished written notice by the Board or any governmental or self-regulatory entity; providedconfirming that, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “its judgment, grounds for Cause on the basis of the original notice exist, he shall thereupon be terminated for Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

Cause. For purposes of this Agreement, “Cause” is defined asshall mean that one or more of the following has occurred: (i) an act the Executive is convicted of dishonesty made by Executive in connection a felony or pleads guilty or nolo contendere to a felony (whether or not with Executive’s responsibilities as an employee that materially adversely affects respect to the CompanyCompany or any of its affiliates); (ii) a failure of the Executive to substantially perform his responsibilities and duties to the Company which, to the extent curable, is not remedied within 10 days after the Executive’s conviction of, or plea receipt of nolo contendere to, a felony or written notice given by any crime involving fraud, embezzlement or any other act member of moral turpitudethe Board identifying the failure in reasonable detail and granting the Executive an opportunity to cure such failure within such 10 day period; (iii) the failure of the Executive 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 Executive’s gross misconduct that materially receipt of written notice given by or on behalf of the Company identifying the failure in reasonable detail and adversely affects granting the Company’s reputation or businessExecutive an opportunity to cure such failure within such 10 day period; (iv) Executive’s continued intentional refusal to perform his employment duties the Executive engages in a illegal conduct, any breach of fiduciary duty (if any), any act of material fashion that materially and adversely affects the Company’s reputation dishonesty or businessother misconduct, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; in each case in this clause (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with ), against the Company or has otherwise improperly disclosure any of the Company’s confidential or proprietary information that materially adversely affects the Companyits affiliates; (v) a material violation or willful breach by the Executive has breached of any material term of the policies or condition 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 Executive’s receipt of written notice given by or on behalf of the Company identifying the violation or breach in reasonable detail and granting the Executive an opportunity to cure such violation or breach within such 10 day period; (vi) the Executive fails to meet any written Company policy or material obligation the Company’s written code of conduct that has been made available to Executive prior to such breach or may have under any other material agreement entered into with the Company which, to the extent curable, is not remedied within 10 days after the Executive’s receipt of written notice given by any member of the Company identifying the failure in reasonable detail and granting the Executive an opportunity to cure such failure within such 10 day period; (vii) the Executive’s failure to maintain any required applicable license, permit or card required by the federal or state authorities or a political subdivision or agency thereof (or the suspension, revocation or denial of such license, permit or card); or (viviii) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” providedbreach of any non-compete, howevernon-solicit, that confidentiality or other restrictive covenant to which the action Executive may be subject, pursuant to an employment agreement or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curableotherwise.

Cause. “The Company may terminate the Executive's employment 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 is defined as: a termination made because the Executive has (iA) committed an act of dishonesty made by Executive fraud or embezzlement against the Company or any affiliate thereof, or (B) a knowing and willful unauthorized disclosure of Confidential Information (as defined in connection with Executive’s responsibilities as an employee that materially adversely affects Section 10 below) of the Company; (ii) Executive’s conviction of, which disclosure results in material damage to the Company, or (C) a breach of one or 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 (D) been convicted (or entered a plea of nolo contendere to, contendere) for the commission of (1) a felony or any (2) a crime involving fraud, embezzlement dishonesty or any other act of moral turpitude; or (iiiE) Executive’s gross engaged in intentional misconduct that materially and adversely affects as an employee of the Company’s , 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 business; conditions which constitute the alleged misconduct or violation and the specific cure requested by the Company and a reasonable opportunity to cure (ivif such misconduct is susceptible to cure by the Executive), including, but not limited to (1) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects violations by the Executive of written policies of the Company’s reputation , or businessspecific directions of the Board, which policies or directives are not illegal (or do not involve illegal conduct) and do not require the Executive to violate reasonable business ethical standards, or (2) intentional violations of the Company's code of corporate conduct; or (F) failed, after Executive has received a written demand of performance notice from the Company which specifically sets forth to render services to the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term Company in accordance with this Agreement or condition of the Executive’s Confidentiality Agreement 's position and responsibilities with the Company or has otherwise improperly disclosure in a manner that amounts to gross neglect in the performance of his duties to the Company’s confidential . The Company may suspend the Executive, without pay, upon the Executive's indictment for the commission of (1) a felony or proprietary information that materially adversely affects (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; (v) . Upon such reinstatement, the Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available shall be entitled to Executive prior to such breach or any other material agreement with payment by the Company or (vi) of all Base Salary to which the Executive has obstructed or impeded, or failed would have otherwise been entitled to materially cooperate with, any investigation authorized by during the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with period of such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curablesuspension.

Cause. CWMJV shall have the right to terminate Executive’s employment for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement; provided that no termination of the Executive’s employment hereunder for Cause shall be effective as a termination for Cause unless the provisions of this Section shall first have been complied with. The Executive shall be given written notice by the Centro Chief Executive Officer of the intention to terminate him for Cause (the “Notice of Intention”). The Notice of Intention shall state in reasonable detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is based. The Executive shall have 10 days after receiving the Notice of Intention in which to cure the purported grounds for termination asserted therein. Termination for Cause shall be effective immediately upon the Centro Chief Executive Officer’s issuance to Executive of a written Termination for Cause Notice in the event that Executive fails to cure the purported grounds for termination within such 10 day period. Any allegation that Cause existed, or that cure was not achieved, shall be subject to review, at the Executive’s election, through arbitration in accordance with Section 14 hereof. For purposes of this Agreement, CWMJV shall have “Cause” is defined as: to terminate Executive’s employment upon Executive’s: (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Company; (ii) Executive’s conviction of, or plea of guilty or nolo contendere to, a felony felony; or (ii) willful and continued failure to use reasonable best efforts to substantially perform his duties hereunder (other than such failure resulting from Executive’s incapacity due to physical or any crime involving fraud, embezzlement mental illness or any other act subsequent to the issuance of moral turpitudea Notice of Termination by Executive for Good Reason (as defined in Section 7(d)) after demand for substantial performance is delivered by CWMJV in writing that specifically identifies the manner in which CWMJV believes Executive has willfully and continually failed to use reasonable best efforts to substantially perform his duties hereunder; or (iii) Executive’s gross willful misconduct that has a materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with adverse effect on the Company or has otherwise improperly disclosure to any Affiliate. For purposes of this Section 7(c), no act, or failure to act, by Executive shall be considered “willful” unless committed in bad faith and without a reasonable belief that the Company’s confidential act or proprietary information that materially adversely affects omission was in the Company; (v) Executive has breached any material term or condition best interests of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entityAffiliates thereof; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the willful requirement outlined in paragraphs (ii) or (iii) above shall be deemed to have occurred if the Executive’s action or conduct described in clauses non-action continues for more than ten (iv), (v10) and (vi) above will constitute “Cause” only if such days after Executive has received written notice of the inappropriate action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curablenon-action.

Cause. By the Company, for Cause, but only upon a vote of a majority of the entire Board (or such other vote required pursuant to the By-Laws) at a meeting duly called and held at which Executive shall have the right to be present and be heard. The term “Cause” is defined as: means (i) an any act of dishonesty made fraud or embezzlement in respect of the Company or its funds, properties or assets; (ii) conviction of a felony relating to the Executive’s actions as an executive of the Company under the laws of the United States or any state thereof (provided that all rights of appeal have been exercised or have lapsed) unless such acts were committed in the reasonable, good faith belief that his actions were in the best interests of the Company and its stockholders and would not violate criminal law; (iii) willful misconduct or gross negligence by the Executive in connection with Executive’s responsibilities as an employee the performance of his duties that materially adversely affects has caused or is highly likely to cause severe harm to the Company; (ii) Executive’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform dishonesty by the Executive in the performance of his employment duties in hereunder which has a material fashion that materially and adversely affects adverse effect on the Company’s reputation or business. In the case of any termination for Cause, after Executive has received a written demand of performance from the Company which specifically sets forth shall provide the factual basis for Executive with a Notice of Termination (as defined in Section 8) giving the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within at least thirty (30) days written notice of its intent to terminate this Agreement and his employment. The Notice of Termination shall specify (x) the effective date of his termination and (y) the particular acts or circumstances that constitute Cause for such termination. The Executive shall be given the opportunity within fifteen (15) days after receiving the notice to explain why Cause does not exist or to cure any basis for Cause. Within fifteen (15) days after any such notice; (iv) explanation or cure, the Company will make its final determination regarding whether Cause exists and deliver such determination to the Executive in writing. If the final decision is that Cause exists and no cure has breached any material term or condition of occurred, the Executive’s Confidentiality Agreement employment with the Company or has otherwise improperly disclosure shall be terminated for Cause as of the Company’s confidential Date of Termination (as defined in Section 8) specified in the Notice of Termination. If the final decision is that Cause does not exist or proprietary information that materially adversely affects the Company; (v) Executive a cure has breached any material term or condition of occurred, the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement employment with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however shall not be terminated for Cause at that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curabletime.

Cause. “Cause” The Trust shall have the right to terminate Executive’s employment at any time upon delivery of written notice of termination for Cause (as defined below) to Executive (which notice shall specify in reasonable detail the basis upon which such termination is defined asmade), such employment to terminate immediately upon delivery of such notice unless otherwise specified by the Board of Trustees of the Trust if a majority of the Board of Trustees determines that Executive: (i) has misappropriated, stolen or embezzled funds or property from the Trust or an act affiliate of dishonesty made by Executive the Trust or secured or attempted to secure personally any profit in connection with Executive’s responsibilities as an employee that materially adversely affects any transaction entered into on behalf of the Company; Trust or any affiliate of the Trust, (ii) Executive’s conviction of, or plea has been convicted of nolo contendere to, a felony or any crime involving fraud, embezzlement entered a plea of “nolo contendre” which in the reasonable opinion of the Board brings Executive into disrepute or is likely to cause material harm to the Trust’s (or any other act affiliate of moral turpitude; the Trust) business, customer or supplier relations, financial condition or prospects, (iii) Executive’s gross misconduct that materially has, notwithstanding not less than 30 days’ prior written notice from the Board of Trustees, willfully and adversely affects the Company’s reputation persistently failed to perform (other than by reason of illness or business; temporary disability, regardless of whether such temporary disability is or becomes total Disability, or by reason of vacation or approved leave of absence) his material duties hereunder, or (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation has willfully violated or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any provision of this Agreement, any material term law or condition regulation or any written policy or code of business conduct or ethics of the Trust or iStar to the material detriment of the Trust, iStar or any affiliate of the Trust or iStar or its business. For purposes of this provision, no act or failure to act, on the part of the Executive’s Confidentiality Agreement with , shall be considered “willful” unless it is done, or omitted to be done, by the Company Executive in bad faith or has otherwise improperly disclosure without reasonable belief that his action or omission was in the best interests of the Company’s confidential or proprietary information that materially adversely affects Trust, prior to the Company; (v) Executive has breached any material term or condition Effective Time of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impededMerger, and iStar thereafter. Any act, or failed failure to materially cooperate withact, any investigation authorized based upon authority given pursuant to a resolution duly adopted by the Board or any governmental based upon the advice of counsel for iStar shall be conclusively presumed to be done, or self-regulatory entity; providedomitted to be done, however that failure by the Executive in good faith and in the best interests of the Trust. The cessation of employment of the Executive shall not be deemed to waive attorney-client privilege relating be for Cause unless and until there shall have been delivered to communications the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with Executive’s own attorney counsel, to be heard before the Board), finding that, in connection with such investigation will not constitute “Cause” providedthe good faith opinion of the Board, however, that the action or Executive was guilty of the conduct described set forth in clauses clause (ivi), (vii), (iii) or (iv) hereof, and (vi) above will constitute “Cause” only if such action or conduct continues after specifying the Company has provided you with written notice particulars thereof and thirty (30) days to cure the same if such action or conduct is curablein detail.

Cause. “The Company shall be entitled to terminate the Executive's employment for "Cause” is defined as: ." For purposes of this Agreement, "Cause" shall mean that the Executive (i) pleads "guilty" or "no contest" to or is convicted of an act of dishonesty made by Executive in connection with Executive’s responsibilities which is defined as an employee that materially adversely affects the Company; a felony under federal or state law, or (ii) Executive’s conviction ofengages in willful misconduct which could reasonably be expected to harm the Company's business or its reputation. For this purpose, an act or failure to act shall be considered "willful misconduct" only if done, or plea omitted to be done, by the Executive in bad faith and without a reasonable belief that such act or failure to act was in the best interests of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) . The Executive’s continued intentional refusal 's employment with the Company shall not be terminated for Cause unless he has been given written notice by the Board of its intention to perform so terminate his employment duties (a "Preliminary Notice of Cause"), such notice (i) 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 (ii) to be given within six months of the Board's learning of such acts or failures to act. The Executive shall have ten days after the date that the Preliminary Notice of Cause is given in which to cure such conduct, to the extent such cure is possible. If the Executive fails to cure such conduct, the Executive shall be entitled to a material fashion hearing before the Board, and to be accompanied by his counsel, at which he shall be entitled to contest the Board's findings. Such hearing shall be held within 15 days of notice to the Company by the Executive, provided he requests such hearing within 30 days of the Preliminary Notice of Cause. If the Executive fails to request such hearing within the 30-day period specified in the preceding sentence, his employment shall be terminated for Cause effective upon the expiration of such period, and the Preliminary Notice of Cause shall be deemed to constitute a Notice of Termination. If the Executive requests such hearing and, within 10 days following such hearing, the Executive is furnished with a copy of a resolution, duly adopted by the affirmative vote of a majority of the members of the Board, finding that materially in the good-faith opinion of the Board, the Executive was guilty of the conduct constituting Cause as specified in the Preliminary Notice of Cause, the Executive's employment shall be terminated for Cause upon his receipt of such resolution, and adversely affects such resolution shall be deemed to constitute a Notice of Termination. Any such resolution shall be accompanied by a certificate of the Company’s reputation Secretary or business, after Executive has received a written demand another appropriate officer of performance from the Company which specifically sets forth shall state that such resolution was duly adopted by the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition affirmative vote of a majority of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure members of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to Board at a duly convened meeting called for such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curablepurpose.

Cause. “Cause” " means (a) the Executive is defined as: convicted of a felony involving moral turpitude, (b) the Executive commits a willful serious act intending to enrich himself at the expense of the Company or any affiliated entity, or (c) the Executive, in carrying out his duties and responsibilities under this Agreement, (i) an act is guilty of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Company; willful gross neglect, or (ii) voluntarily engages in conduct that results in material harm to the Company or any affiliated entity, unless such conduct was reasonably believed by the Executive in good faith to be in the best interests of the Company. In each case, the existence of Cause must be confirmed by a majority of the Board of Directors of the Company (the "Board") prior to any termination therefor. In the event of such a confirmation, the Company shall notify the Executive that the Company intends to terminate the Executive’s conviction of's employment for Cause (the "Confirmation Notice"). The Confirmation Notice shall specify the act, or plea acts, upon the basis of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act which the majority of moral turpitude; the Board has so confirmed the existence of Cause. If the Executives notifies the Company in writing (iiithe "Opportunity Notice") Executive’s gross misconduct that materially and adversely affects within five days after the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received the Confirmation Notice, the Executive shall be provided one opportunity to meet with the Board (or a written demand of performance sufficient quorum thereof) to discuss such act or acts. Such opportunity to meet shall be fixed and shall occur on a date selected by the Board (such date being not less than 10 nor more than 45 days) after the Company receives the Opportunity Notice from the Company which specifically sets forth Executive. Such meeting shall take place at the factual basis for principal offices of the Company’s belief that . During the period commencing on the date the Company receives the Opportunity Notice and ending on the date next succeeding the date on which such meeting between the Board (or a sufficient quorum thereof) and the Executive has not substantially performed is scheduled to occur, the Executive shall be suspended with pay from his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement employment with the Company or has otherwise improperly disclosure and the Executive's access to the principal offices of the Company’s confidential Company or proprietary information that materially adversely affects any of its assets shall be restricted to access specifically permitted by the Company; Board. If the Board properly sets the date of such meeting and if the Board (vor a sufficient quorum thereof) attends such meeting and does not rescind its confirmation at such meeting or if the Executive has breached fails to attend such meeting for any material term or condition of reason, the Executive’s any written 's employment by the Company policy or shall, immediately upon the Company’s written code closing of conduct that has been made available such meeting, be terminated for Cause. If the Executive does not respond in writing to Executive prior to such breach or any other material agreement the Confirmation Notice in the manner and within the time deadline specified in this Section 5.B., the Executive's employment with the Company or (vi) Executive has obstructed or impededshall, or failed to materially cooperate with, any investigation authorized on the sixth day after the receipt by the Board or any governmental or self-regulatory entity; providedExecutive of the Confirmation Notice, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “be terminated for Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

Cause. For purposes of this Agreement, “Cause” is defined as: will mean: (i) an Executive’s willful and continued failure to perform the duties and responsibilities of his position after there has been delivered to Executive a written demand for performance from the Board which describes the basis for the Board’s belief that Executive has not substantially performed his duties and provides Executive with thirty (30) days to take corrective action; (ii) Any act of personal dishonesty made taken by Executive in connection with Executive’s his responsibilities as an employee of the Company with the intention or reasonable expectation that materially adversely affects such action may result in the Company; substantial personal enrichment of Executive; (iiiii) Executive’s conviction of, or plea of nolo contendere to, a felony that the Board reasonably believes has had or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects will have a material detrimental effect on the Company’s reputation or business; ; (iv) Executive’s continued intentional refusal A breach of any fiduciary duty owed to perform his employment duties in the Company by Executive that has a material fashion that materially and adversely affects detrimental effect on the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; ; (v) Executive has breached being found liable in any material term Securities and Exchange Commission or condition of the Executive’s other civil or criminal securities law action or entering any written Company policy or the Company’s written code of conduct that has been made available to Executive prior cease and desist order with respect to such breach action (regardless of whether or any other material agreement with the Company not Executive admits or denies liability); (vi) Executive has obstructed (A) obstructing or impededimpeding; (B) endeavoring to influence, obstruct or impede, or failed (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; providedentity (an “Investigation”). However, however that Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation an Investigation will not constitute “Cause” provided, however, or (vii) Executive’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive’s loss of any governmental or self-regulatory license that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after is reasonably necessary for Executive to perform his responsibilities to the Company has provided you with written notice thereof and under this Agreement, if (A) the disqualification, bar or loss continues for more than thirty (30) days days, and (B) during that period the Company uses its good faith efforts to cure cause the same disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during Executive’s employment, Executive will serve in the capacity contemplated by this Agreement to whatever extent legally permissible and, if such action or conduct Executive’s employment is curablenot permissible, Executive will be placed on leave (which will be paid to the extent legally permissible).

Cause. “Cause” is defined asfor termination shall mean a determination by the Board of Directors in good faith that any of the following events has occurred: (i) an act indictment of dishonesty made the Executive of, or the conviction or entry of a plea of guilty or nolo contendere by the Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Companyto any felony, or any misdemeanor involving moral turpitude; (ii) Executive’s conviction ofthe Executive engaging in conduct which constitutes a material breach of a fiduciary duty or duty of loyalty, including without limitation, misappropriation of funds or plea property of nolo contendere tothe REIT, a felony or any crime involving fraudDiamondRock Hospitality Limited Partnership (the “Operating Partnership”) and their subsidiaries (the REIT, embezzlement or any the Operating Partnership and their subsidiaries are hereinafter referred to as the “DiamondRock Group”) other act than an occasional and de minimis use of moral turpitudeCompany property for personal purposes; (iii) the Executive’s 's willful failure or gross misconduct that materially and adversely affects negligence in the Company’s reputation performance of his assigned duties for the DiamondRock Group, which failure or businessgross 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) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation any act or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition omission of the Executive’s Confidentiality Agreement with Executive that has a demonstrated and material adverse impact on the Company DiamondRock Group's reputation for honesty and fair dealing or has otherwise improperly disclosure any other conduct of the Company’s confidential Executive that would reasonably be expected to result in injury to the reputation of the DiamondRock Group; or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term willful failure to cooperate with a bona fide internal investigation or condition of an investigation by regulatory or law enforcement authorities, after being instructed by the Executive’s any written Company policy REIT to cooperate, or the Company’s written code of conduct that has been made available willful destruction or failure to Executive prior preserve documents or other materials known to be relevant to such breach investigation or the willful inducement of others to fail to cooperate, destroy or fail to produce documents or other materials. For purposes of this Section 2(b), any other material agreement with the Company or (vi) Executive has obstructed or impededact, or failed failure to materially cooperate withact, any investigation authorized based upon authority given pursuant to a resolution duly adopted by the Board of Directors or any governmental based upon the written advice of counsel for the DiamondRock Group shall be conclusively presumed to be done, or self-regulatory entityomitted to be done, by the Executive in good faith and in the best interests of the DiamondRock Group. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of the Board of Directors, finding that, in the good faith opinion of the Board of Directors, the Executive has engaged in the conduct described in this Section 2(b); provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with if the Executive is a member of the Board of Directors, the Executive shall not vote on such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curableresolution.

Cause. The Company shall have the right to terminate Executive’s employment for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, “Cause” is defined as: shall mean (i) an act habitual drug or alcohol use which impairs the ability of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Companyto perform his duties hereunder; (ii) Executive’s conviction ofduring the Employment Period by a court of competent jurisdiction, or plea a pleading of nolo contendere to, “no contest” or guilty to a felony or any crime involving the equivalent if outside the United States; (iii) Executive’s engaging in fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal illegal conduct with respect to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth acts are materially harmful to, either financially, or to the factual basis for business reputation of, the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such noticeCompany or any other member of the Group; (iv) Executive has breached any material term or condition willfully violating the Restrictive Covenants set forth in Section 9 of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Companythis Agreement; (v) Executive’s willful failure or refusal to perform his duties hereunder (other than such failure caused by Executive’s Disability or while on vacation), after a written demand for performance is delivered to Executive by the Board that specifically identifies the manner in which the Board believes that Executive has breached any material term failed or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available refused to Executive prior to such breach or any other material agreement with the Company or perform his duties; (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 obstructed a material and detrimental effect on the Company or impededthe Group. No act or failure to act by Executive shall be deemed “willful” unless done, or failed omitted to materially cooperate withbe done, any investigation authorized (i) by Executive not in good faith and (ii) without a reasonable belief that his action or omission was in the best interest of the Company. However, acts or failures to act will not be deemed to be “willful” if Executive is specifically directed to take (or not take) such action by the Board, unless Executive in good faith believes such directives are illegal and Executive promptly notifies the Board or thereof. The Company shall have the right to suspend Executive with pay in order to investigate any governmental or self-regulatory entity; provided, however that failure event which it reasonably believes may provide a basis to waive attorney-client privilege relating to communications with terminate Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) employment for Cause and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days shall not give Executive Good Reason to cure the same if such action or conduct is curableterminate his employment.

Cause. The Company shall be entitled to terminate the Executive’s employment for “Cause.” For purposes of this Agreement, “Cause” is defined as: shall mean that the Executive (i) pleads “guilty” or “no contest” to or is convicted of an act of dishonesty made by Executive in connection with Executive’s responsibilities which is defined as an employee that materially adversely affects the Company; a felony under federal or state law or (ii) Executive’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross engages in willful misconduct that materially and adversely affects could reasonably be expected to harm the Company’s reputation business or business; (iv) its reputation. For this purpose, an act or failure to act shall be considered “willful misconduct” only if done, or omitted to be done, by the Executive in bad faith and without a reasonable belief that such act or failure to act was in the best interests of the Company. The Executive’s continued intentional refusal employment with the Company shall not be terminated for Cause unless he has been given written notice by the Board of its intention to perform so terminate his employment duties (a “Preliminary Notice of Cause”), such notice (i) 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 (ii) to be given within six months of the Board’s learning of such acts or failures to act. The Executive shall have ten days after the date that the Preliminary Notice of Cause is given in which to cure such conduct, to the extent such cure is possible. If the Executive fails to cure such conduct, the Executive shall be entitled to a material fashion hearing before the Board, and to be accompanied by his counsel, at which he shall be entitled to contest the Board’s findings. Such hearing shall be held within 15 days of notice to the Company by the Executive, provided he requests such hearing within 20 days of the Preliminary Notice of Cause. If the Executive fails to request such hearing within the 20-day period specified in the preceding sentence, his employment shall be terminated for Cause effective upon the expiration of such period, and the Preliminary Notice of Cause shall be deemed to constitute a Notice of Termination. If the Executive requests such hearing and, within 10 days following such hearing, the Executive is furnished with a copy of a resolution, duly adopted by the affirmative vote of a majority of the members of the Board (excluding the Executive), finding that materially in the good-faith opinion of the Board, the Executive was guilty of the conduct constituting Cause as specified in the Preliminary Notice of Cause, the Executive’s employment shall be terminated for Cause upon his receipt of such resolution, and adversely affects such resolution shall be deemed to constitute a Notice of Termination. Any such resolution shall be accompanied by a certificate of the Company’s reputation Secretary or business, after Executive has received a written demand another appropriate officer of performance from the Company which specifically sets forth shall state that such resolution was duly adopted by the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition affirmative vote of a majority of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure members of the Company’s confidential or proprietary information that materially adversely affects the Company; Board (v) Executive has breached any material term or condition of excluding the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to ) at a duly convened meeting called for such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curablepurpose.

Cause. “The Company may terminate Executive's employment for "Cause” is ," effective as of the date of the Notice of Termination (as defined asin Section 6 below) and as evidenced by a 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. "Cause" shall mean, for purposes of this agreement: (iA) an act of dishonesty made by Executive fraud or embezzlement against the Company or any affiliate thereof or an unauthorized disclosure of Confidential Information (as defined in connection with Executive’s responsibilities as an employee that materially adversely affects Section 10 below) of the Company, in each case which is willful and results in material damage to the Company; (iiB) after written notice thereof and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive’s conviction of), any material, willful and knowing violation by Executive of any 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; (C) self-dealing with respect to the 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; (D) conviction (or a plea of nolo contendere to, ) a felony (other than traffic-related offenses or any crime involving fraud, embezzlement or any other act as a result of moral turpitudevicarious liability); (iiiE) Executive’s gross willful misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand as an employee of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues results in material damage to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) its reputation and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days a reasonable opportunity to cure the same (if such misconduct is susceptible to cure by Executive); or (F) willful failure, after written notice from the Company specifying the details of such failure, to attempt to (x) perform Executive's duties in accordance with Section 2 hereof, 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 conduct inaction shall be deemed willful if not demonstrably willful and if taken or not taken by the Executive in good faith as not being adverse to the best interests of the Company. Reference in this paragraph to the Company shall also include direct and indirect subsidiaries of the 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 as the indictment is curableeither dismissed or a verdict of not guilty has been entered.

Cause. For purposes of this Agreement, “Cause” is defined asshall mean that one or more of the following has occurred: (i) an act the Executive is convicted of dishonesty made by Executive in connection a felony or pleads guilty or nolo contendere to a felony (whether or not with Executive’s responsibilities as an employee that materially adversely affects respect to the CompanyCompany or any of its affiliates); (ii) a failure of the Executive to substantially perform his responsibilities and duties to the Company which, to the extent curable, is not remedied within 10 days after the Executive’s conviction of, or plea receipt of nolo contendere to, a felony written notice given by the President and Chief Executive Officer or any crime involving fraud, embezzlement or any other act member of moral turpitudethe Board identifying the failure in reasonable detail and granting the Executive an opportunity to cure such failure within such 10 day period; (iii) the failure of the Executive 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 Executive’s gross misconduct that materially receipt of written notice given by or on behalf of the Company identifying the failure in reasonable detail and adversely affects granting the Company’s reputation or businessExecutive an opportunity to cure such failure within such 10 day period; (iv) Executive’s continued intentional refusal to perform his employment duties the Executive engages in a illegal conduct, any breach of fiduciary duty (if any), any act of material fashion that materially and adversely affects the Company’s reputation dishonesty or businessother misconduct, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; in each case in this clause (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with ), against the Company or has otherwise improperly disclosure any of the Company’s confidential or proprietary information that materially adversely affects the Companyits affiliates; (v) a material violation or willful breach by the Executive has breached of any material term of the policies or condition 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 Executive’s receipt of written notice given by or on behalf of the Company identifying the violation or breach in reasonable detail and granting the Executive an opportunity to cure such violation or breach within such 10 day period; (vi) the Executive fails to meet any written Company policy or material obligation the Company’s written code of conduct that has been made available to Executive prior to such breach or may have under any other material agreement entered into with the Company which, to the extent curable, is not remedied within 10 days after the Executive’s receipt of written notice given by any member of the Company identifying the failure in reasonable detail and granting the Executive an opportunity to cure such failure within such 10 day period; (vii) the Executive’s failure to maintain any applicable license, permit or card required by the federal or state authorities or a political subdivision or agency thereof (or the suspension, revocation or denial of such license, permit or card); or (viviii) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” providedbreach of any non-compete, howevernon-solicit, that confidentiality or other restrictive covenant to which the action Executive may be subject, pursuant to an employment agreement or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curableotherwise.

Cause. “Company may, at its option, terminate Executive's employment for "CAUSE" as set forth in a Notice of Termination to Executive specifying the reasons for termination. The Notice of Termination shall specify the Date of Termination, which date may be the date of such Notice of Termination. For purposes of this Agreement, "Cause” is defined as: " shall mean (i) Executive's conviction of, guilty or no contest plea to, or confession of guilt of, any felony or any other crime involving moral turpitude; (ii) an act of dishonesty made or omission by Executive in connection with Executive’s responsibilities as an employee his employment that materially adversely affects the Company; (ii) Executive’s conviction of, or plea of nolo contendere to, a felony or any crime involving constitutes fraud, embezzlement criminal misconduct, breach of fiduciary duty, dishonesty, gross negligence, malfeasance, willful misconduct or any other act of moral turpitudeconduct that is materially harmful or detrimental to Company; (iii) excessive use of alcohol or illegal drugs so as to interfere with the performance of Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business's obligations under this Agreement; (iv) Executive’s continued intentional refusal a breach by Executive of this Agreement which breach or failure the Executive shall fail to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance remedy within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with written demand from the Company specifying in reasonable detail such breach or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Companyfailure; (v) a continuing failure by Executive has breached any material term or condition of to perform such duties as are assigned to Executive by the Executive’s any written Company policy CEO or the Company’s written code of conduct that has been made available to Executive prior to such breach or any Board in accordance with this Agreement, other material agreement with than a failure resulting from a Disability, after receipt from the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with of written notice thereof and of such continuing failure and, to the extent such failure is curable, a thirty (30) days day period to cure the same if such failure; (vi) Executive's knowingly taking any action on behalf of Company or any of its affiliates without appropriate authority to take such action or conduct (the approval of the CEO shall be deemed to be appropriate authority), after receipt from the Company of written notice of such action and, to the extent the damage resulting from such action is curable, a thirty (30) day period to cure such damage; (vii) Executive's knowingly taking any action in conflict of interest with Company or any of its affiliates given Executive's position with Company; and/or (viii) the commission of an act of personal dishonesty by Executive in connection with Company that involves personal profit to him or his family members. Amounts payable to Executive upon termination for Cause are set forth in Section 3.3.1 below.

Cause. “The term "Cause” is defined as: " shall mean termination of the Executive's employment because of the Executive's (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Companypersonal dishonesty; (ii) Executive’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitudematerial incompetence; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or businesswillful misconduct; (iv) Executive’s continued breach of fiduciary duty involving personal profit; (v) intentional refusal failure to perform his employment duties stated duties; (vi) willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order; or (vii) material breach of any material provision of this Agreement. In determining material incompetence, the acts or omissions shall be measured against standards generally prevailing in a material fashion the savings institutions industry. For purposes of this subsection, no act, or failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that materially and adversely affects the Company’s reputation action or business, after Executive has received a written demand omission was in the best interests of performance from the Company which specifically sets forth the factual basis for the Company’s belief that or its affiliates. Executive has not substantially performed his duties and Executive continues shall be entitled to refuse to cure such non-performance within thirty (30) days after receiving such notice; days' prior written notice (ivthe "Notice of Termination") Executive has breached any material term or condition of the Bank's intention to terminate Executive’s Confidentiality Agreement 's employment for Cause, and such Notice of Termination shall specify the grounds for such termination, afford the Executive a reasonable opportunity to cure any conduct or act (if curable) alleged as grounds for such termination; provide the Executive with a reasonable opportunity to present to the Board of Directors of the Company, together with counsel, the Executive's position regarding any dispute relating to the existence of such Cause. Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause. Any stock options or limited rights granted to Executive under any stock option plan or any unvested awards granted under any other stock benefit plan of the Bank, the Company or has otherwise improperly disclosure any subsidiary thereof, shall become null and void effective upon Executive's Date of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Termination for Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

Cause. “Cause” is defined asmeans: (i) an act of dishonesty made any material breach by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects of any written agreement between Executive and the Company, including but not limited to this Agreement, which, if capable of cure, is not cured by Executive within fourteen (14) days of receiving written notice from the Company; (ii) any material failure by Executive to comply with the Company’s written policies or rules as they may be in effect from time to time, which, if capable of cure, is not cured by Executive within fourteen (14) days of receiving written notice from the Company; (iii) neglect or material unsatisfactory performance of Executive’s duties, which, if capable of cure, is not cured by Executive within fourteen (14) days of receiving written notice from the Company; (iv) Executive’s failure to follow reasonable and lawful instructions from the Board or Executive’s Supervisor; (v) Executive’s indictment for, conviction of, or plea of guilty or nolo contendere to, a felony any felony, or any crime involving fraudthat has, embezzlement or could reasonably be expected to have, a material adverse effect on the business or reputation of the Company; (vi) Executive’s commission of or participation in an act of fraud against the Company; (vii) Executive’s commission of or participation in an act that results in material damage to the Company’s business, property or reputation; (viii) Executive’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other act party to whom Executive owes an obligation of moral turpitudenondisclosure as a result of his relationship with the Company; (iiiix) Executive’s gross misconduct that materially and adversely affects termination by the Company’s reputation Security Director or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure member of the Company’s confidential Board who is serving in such role; or proprietary information that materially adversely affects (x) Executive’s failure to provide satisfactory documentation establishing Executive’s identity and eligibility to work in the Company; United States within three (v3) Executive has breached any material term or condition business days of the Executive’s Effective Date. For any written Company policy or the Company’s written code of conduct circumstances that has been made available may constitute Cause for which Executive is entitled to an opportunity to cure pursuant to this paragraph, Executive prior shall only be entitled to such breach or any other material agreement with the Company or one (vi1) Executive has obstructed or impeded, or failed opportunity to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entitycure; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation further instances will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days require additional opportunities to cure the same if such action or conduct is curablecure.

Cause. “The Company shall have the right to terminate the employment 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 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” is defined as: "): (i) an act Executive, other than as a result of dishonesty made by Executive circumstances described in connection with Executive’s responsibilities as an employee that materially adversely affects the Company; (iiSections 6(a), 6(b) Executive’s conviction ofor 6(d) hereof, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal shall have repeatedly failed to perform his employment material duties hereunder (other than by reason of disability) or shall have willfully breached in a any material fashion that materially respect his other obligations as set forth herein; provided. however. the Company shall first have notified Executive in writing, and adversely affects in reasonable detail, as to the Company’s reputation or business, after manner in which Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed so failed to perform his duties or breached his other obligations hereunder and Executive continues to refuse to cure such non-performance Executive, within thirty (30) days after receiving thereafter, shall have failed to cure such notice; failure or breach within 60 days. (ii) Executive shall have committed gross negligence in the performance of his duties or obligations hereunder which shall have resulted in a material loss to the Company; (iii) Executive shall have been convicted of any felony or have committed any material act of proven dishonesty against the Company; (iv) Executive has shall have breached Sections 10 or 11 hereof in any material term or condition of respect. In the Executive’s Confidentiality Agreement with event the Company or has otherwise improperly disclosure of elects to terminate Executive's employment hereunder as set forth above, the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any Company shall give written Company policy or the Company’s written code of conduct that has been made available to Executive prior notice to such breach or any other material agreement with effect to Executive, which notice shall describe in reasonable detail the Company or (vi) actions of Executive has obstructed or impededconstituting the Act of Cause, or failed and Executive's employment under this Agreement shall thereupon terminate as of a date to materially cooperate withbe specified in such notice, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will which date shall not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty be less than fifteen (30) days after the delivery of such notice. In no event shall the termination be caused by failure or discrepancies due to cure compliance issues contained within the same if such action or conduct is curableSarbanes-Oxley Act and the certification required by the Executi▇▇.

Cause. Subject to Executive’s failure to cure a breach in the manner and time described below, the Company may terminate Executive’s employment for Cause immediately. As used in this Agreement, the term “for Cause” is defined asshall be limited to a termination for the following acts by Executive: (i) an act misappropriation or embezzlement of dishonesty made 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 in connection with Executive’s responsibilities as an employee that materially adversely affects to take any business or business opportunities of the CompanyCompany or any subsidiary for his or her own personal gain; (ii) Executive’s conviction offailure 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 plea in the event of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitudeExecutive’s death; (iii) grossly negligent, reckless or willful misconduct or insubordination in connection with Executive’s gross misconduct that materially and adversely affects the Company’s reputation or businessperformance of his duties; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term breach by Executive of any agreement (including this Agreement or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects (as defined in Section 11)) between Executive and the Company; (v) Executive’s conviction (including any plea of guilty or nolo contendere) of any felony, any misdemeanor involving dishonesty or fraud, or any other criminal act that impairs or could impair Executive’s ability to perform his or her duties; (vi) the Executive’s material violation of Company 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 a doctor. The determination of Cause shall be made by HemaCare’s President and Chief Executive has breached Officer in her reasonable discretion. Anything herein to the contrary notwithstanding, as to any material term or condition termination based upon clause (iii) above, the Company shall give the Executive written notice prior to terminating this Agreement of the Executive’s any written Company policy or employment, setting forth a general description of the Company’s written code of grounds for termination and the conduct that has been made available required to cure such grounds for termination. The Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and shall have thirty (30) days from the receipt of such notice within which to cure any such grounds for termination to the same if such action or conduct is curablesatisfaction of the Company, which shall be determined by the Company in its reasonable discretion.

Cause. “Cause” is defined asEmployer may terminate Executive’s employment for Cause if: (i) an act Executive engages in one (1) or more unsafe or unsound banking practices or material violations of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Companya law or regulation applicable to Employer or any subsidiary; (ii) Executive engages in any repeated violations of a policy of Employer after being warned in writing by the Board or the CEO not to violate such policy; (iii) Executive engages in any single violation of a policy of Employer if such violation materially and adversely affects the business or affairs of Employer; (iv) Executive fails to timely implement a direction or order of the Board or the CEO, unless such direction or order would violate the law; (v) Executive engages in a breach of fiduciary duty or act of dishonesty involving the affairs of Employer; (vi) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act or any other applicable state or federal law; (vii) Executive commits a material breach of Executive’s conviction obligations under this Agreement that Executive fails to remedy to the reasonable satisfaction of Employer within thirty (30) days after written notice is delivered by Employer to Executive that sets forth in reasonable detail the basis for Employer’s determination that Executive materially breached an obligation under this Agreement (provided that notice and opportunity to cure need not be provided to Executive more than once in any calendar year); (viii) Executive materially fails to perform Executive’s duties to Employer with the degree of skill, care or competence expected by Employer that Executive fails to remedy to the reasonable satisfaction of Employer within thirty (30) days after written notice is delivered by Employer to Executive that sets forth in reasonable detail the basis for Employer’s determination that Executive materially failed to perform Executive’s duties to Employer (provided that notice and opportunity to cure need not be provided to Executive more than once in any calendar year); or (ix) Executive is found guilty of, or plea of pleads nolo contendere to, a felony or any crime involving fraud, embezzlement or any other an act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney dishonesty in connection with such investigation the performance of Executive’s duties as an officer of Employer, or an act that disqualifies Executive under applicable laws, rules or regulations from serving as an officer or director of Employer. Notwithstanding the foregoing, during the first two (2) years following a Change in Control (as defined below), Executive’s termination of employment will not constitute be deemed to be for “Cause” providedunless and until there will have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than 75% of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, howevertogether with counsel, that to be heard before the action or Board) finding that, Executive is guilty of the conduct described above, and specifying the particulars thereof in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curabledetail.

Cause. For purposes of this Agreement, the term “Cause” is defined asmeans: (i) an act of dishonesty made by Executive in connection with the Executive’s responsibilities “Disability” (as an employee that materially adversely affects the Companyhereinafter defined); (ii) Executive’s conviction of, an action or plea of nolo contendere to, a felony or any crime involving failure to act by the Executive constituting fraud, embezzlement misappropriation or any other act damage to the property or business of moral turpitudethe Corporation; (iii) Executive’s gross misconduct conduct by Executive that materially and adversely affects the Company’s reputation amounts to fraud, personal dishonesty or businessbreach of fiduciary duty; (iv) Executive’s continued intentional refusal conviction (from which no appeal may be, or is, timely taken) of a felony or willful violation of any law, rule or regulation (other than traffic violations or similar offenses); (v) the Executive’s breach of any of his obligations hereunder; (vi) the unauthorized use, misappropriation or disclosure by the Executive of any Confidential Information (as hereinafter defined) of the Corporation or of any confidential information of any other party to perform whom the Executive owes an obligation of nondisclosure as a result of his employment duties in relationship with the Corporation; (vii) the willful violation of any final cease and desist or consent order; (viii) a knowing violation by Executive of federal and state banking laws or regulations which is likely to have a material fashion adverse effect on the Corporation, as determined by the Board; (ix) the determination by the Board, in the exercise of its reasonable judgment and in good faith, that materially Executive’s job performance is substantially unsatisfactory and adversely affects the Company’s reputation or business, after Executive that he has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse failed to cure such non-performance within a reasonable period (but in no event more than thirty (30) days days) after receiving such noticewritten notice specifying in reasonable detail the nature of the unsatisfactory performance; (ivx) Executive’s material breach of any of the Corporation’s written policies; or (xi) the issuance of any order by the Maryland Commissioner of Financial Regulation, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, or any other supervisory agency with jurisdiction over the Corporation permanently prohibiting the continued service of the Executive has breached any material term with the Corporation. No act or condition failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s Confidentiality Agreement with action or omission was in the Company or has otherwise improperly disclosure best interests of the Company’s confidential Corporation. Any act or proprietary information failure to act that materially adversely affects is based upon authority given pursuant to a resolution duly adopted by the Company; (v) Board, or upon the advice of legal counsel for the Corporation, shall be conclusively presumed to be done, or omitted to be done, by the Executive has breached any material term or condition in good faith and in the best interest of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curableCorporation.

Cause. “The Executive's employment may be terminated by the Company for Cause” is defined as: . For purposes of this Agreement, the Company will have "Cause" to terminate the Executive's employment upon: (i) an act the Executive's indictment for any crime involving monies or other property or any felony, crime or any offense of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects moral turpitude, or his commission of fraud, embezzlement, theft, dishonesty, willful misconduct or deliberate injury to the Company; Company or its subsidiaries; (ii) the Executive’s conviction of, 's intentional or plea of nolo contendere to, a felony grossly negligent refusal or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal failure to perform his employment duties in a material fashion that materially and adversely affects or carry out directions of the Company’s reputation 's Board, which refusal or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive failure remains uncured or continues to refuse to cure such non-performance within more than thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition notice from the Company specifying in reasonable detail the nature of the breach, or recurs within such period; (iii) the Executive’s Confidentiality Agreement with 's breach of any of his fiduciary duties to the Company or has otherwise improperly disclosure making of a willful misrepresentation or omission, which breach or misrepresentation or omission might reasonably be expected to have a material adverse effect on the Company’s confidential 's business and which remains uncured or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and more than thirty (30) days to cure after notice from the same Company specifying in reasonable detail the nature of the breach or misrepresentation or omission, or recurs within such period; (iv) the Executive's breach of any material provision of this Agreement, which breach, if curable, remains uncured or continues more than thirty (30) days after notice from the Company specifying in reasonable detail the nature of the breach, or recurs within such action period; or (v) any misappropriation by the Executive of funds or conduct is curableproperty of the Company or any affiliate of the Company. Any termination for "Cause" will not be in limitation of any other right or remedy the Company may have under this Agreement or otherwise.

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” is defined as: shall mean Employee’s (i) an willful misconduct or gross negligence in the performance of his duties hereunder or substantial failure or willful refusal to perform duties reasonably assigned by the CEO, CFO, COO or the Board; (ii) commission of any fraud, embezzlement or theft, any act of material dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects is injurious to the Company, or any deliberate misappropriation of money or other assets of the Company; (iiiii) Executive’s material breach of any term of this Agreement or any agreement governing any of the equity compensation referred to in Section 3 of this Agreement (the “Equity Compensation”), or material breach of his fiduciary duties to the Company; (iv) any willful act, or failure to act, in bad faith to the detriment of the Company; (v) 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; and (vi) conviction of, or plea of nolo contendere to, a felony or any serious crime involving fraud(other than vehicular misdemeanors punishable solely by fine); provided that in cases where cure is possible, embezzlement or Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from than by the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impededCause, or failed to materially cooperate with, any investigation authorized it is determined in good faith by the Board that, based on facts not actually known by the CEO or any governmental or self-regulatory entity; providedBoard at the time of Employee’s termination, however that failure Employee’s employment could have been terminated by the Company for Cause pursuant to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (ivthis Section 4(c), (v) and (vi) above will constitute “Cause” only if Employee’s employment shall, at the election of the Board at any time up to six months after learning such action or conduct continues facts, but in no event more than two years after the Company has provided you with written notice thereof and thirty (30) days occurrence of such facts, be deemed to cure have been terminated for Cause retroactively to the same if such action or conduct is curabledate the events giving rise to Cause occurred.

Cause. Wherever reference is made in this Agreement to termination being with or without Cause, “Cause” is defined asshall mean: (i) an act the Executive repeatedly refuses or fails to perform any of dishonesty made by Executive in connection with the Executive’s duties and responsibilities as an employee that materially adversely affects determined from time to time by the Company; , including, without limitation: (iia) the Executive’s conviction of, persistent neglect of duty or plea chronic unapproved absenteeism (other than for a temporary or permanent disability) which remains uncured to the reasonable satisfaction of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; the Company following thirty (iii30) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a days’ written demand of performance notice from the Company of such alleged fault; and (b) the Executive’s refusal to comply with any lawful directive or policy of the Company which specifically sets forth refusal is not cured by the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving of such noticewritten notice from the Company; provided, 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 gross negligence in the performance of the Executive’s duties; (iii) the Executive commits a material act of fraud, personal dishonesty or misappropriation relating to the Company or its affiliates; (iv) the Executive has breached 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 other written agreement with the Company; (vi) the Executive’s indictment for or conviction (or the entry of a plea of a nolo contendere or equivalent plea) in a court of competent jurisdiction of a felony or any misdemeanor involving material term dishonesty or condition moral turpitude; or (vii) the Executive’s habitual or repeated misuse of, or habitual or repeated performance of the Executive’s Confidentiality Agreement with duties under the Company influence of, alcohol or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curablecontrolled substances.

Cause. “The Company or Pacer may, at any time, and in its sole discretion, terminate the employment of the Executive hereunder for Cause” , effective as of the date (the "Termination Date") of written notice (the "Termination Notice") to the Executive specifying the nature of such Cause (or, if the termination is defined as: pursuant to Section 7(a)(i), the Termination Date shall be the last day of the applicable cure period if Executive has not cured the action or actions set forth in the Termination Notice). For purposes of this Agreement, "Cause" shall mean if the Executive (i) fails or refuses to act in any material respect in accordance with the reasonable directions of the Board of Directors or Chief Executive Officer of Pacer or the Company in a manner that would constitute an act of dishonesty made by Executive insubordination or is in connection with Executive’s responsibilities as an employee that materially adversely affects the Companycontinuing, willful, material breach of this Agreement; (ii) Executive’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that in such case the action Company or conduct described Pacer shall give Executive a Termination Notice specifying the directions the Executive failed to follow or the material breach of this Agreement, and the Executive shall have a reasonable period of time after the date of the notice to cure such action; (ii) has been convicted of a felony; or (iii) has committed any act of fraud, misappropriation of funds or embezzlement in clauses connection with his employment. During the cure period referred to in subsection (ivi), (v) the Board of Directors of Pacer or the Company may cause the Company and (vi) above will constitute “Cause” only Pacer to suspend the employment of the Executive hereunder if the Executive's continued presence at the Company or Pacer is deemed to have a potential negative affect on the Company or Pacer as determined in good faith by the Board of Directors of Pacer or the Company in its sole determination. If the Executive has not cured such action or conduct continues within the specified cure period, the employment of the Executive shall be terminated by the Company for Cause. If the employment of the Executive hereunder is terminated pursuant to this Section 7(a), the Company and Pacer shall have no further obligations to the Executive hereunder after the Company has Termination Date other than the payment of accrued Base Salary, vacation and bonuses granted but unpaid under Sections 4 and 5(a)(i) hereof through the Termination Date, or except as otherwise provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curableby law.

Cause. The Company may terminate Executive’s employment and all of Executive’s rights to receive Base Salary and any other benefits hereunder for Cause. For purposes of this Agreement, the term “Cause” is shall be defined as: as any of the following; provided, however, that the Company must determine the presence of such Cause in good faith: (i) an Willful misconduct by Executive, including, without limitation (A) Executive’s material breach of any duties and responsibilities under this Agreement (other than as a result of incapacity due to Executive’s disability), (B) Executive’s commission of a material act of dishonesty made fraud upon the Company, 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 connection with bad faith or without reasonable belief that Executive’s responsibilities as an employee that materially adversely affects action or omission was in the best interest of the Company; ; (ii) Executive’s conviction ofby, or entry of a plea of guilty or nolo contendere toin, a court of competent and final jurisdiction for a felony or any crime involving fraud, embezzlement which adversely affects the Company and/or its reputation in the community or any other act of which involves moral turpitudeturpitude or is punishable by imprisonment in the jurisdiction involved; or (iii) Executive’s gross misconduct that materially and adversely affects willful violation of any duty of loyalty to the Company or a material breach of Executive’s fiduciary duties to the Company’s reputation . Notwithstanding anything to the contrary in the foregoing, no termination or business; other action shall be considered to be for Cause under this Agreement unless (ivy) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has first shall have received a at least 15 days written demand of performance from notice (the “Company which specifically sets Notice”) setting forth the factual basis reasons for the Company’s belief that intention to terminate or take other action; and (z) the Executive has not substantially performed his duties and Executive continues to refuse shall have failed to cure such non-performance or remedy the event constituting the Cause within thirty (30) 30 days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with receipt of the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curableNotice.

Cause. “Termination of the Executive's employment for "Cause” is defined as: " shall mean termination because (i) an act of dishonesty made by the Executive intentionally engages in dishonest conduct in connection with Executive’s responsibilities as an employee that materially adversely affects his performance of services for the CompanyCorporation or the Bank resulting in his conviction of a felony; (ii) Executive’s conviction the Executive is convicted of, or plea of pleads guilty or nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially the Executive willfully fails or refuses to perform his duties under this Agreement and adversely affects fails to cure such breach within fifteen (15) days following written notice thereof from the Company’s reputation Corporation or businessthe Bank; (iv) Executive’s continued intentional refusal the Executive breaches his fiduciary duties to perform 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 desist order in connection with his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand performance of performance from the Company which specifically sets forth the factual basis services for the Company’s belief that Executive has not substantially performed his duties Corporation or the Bank, and Executive continues to refuse 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 Executive's action or omission was in the best interests of the Corporation or the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Boards or based upon the written advice of counsel for the Corporation or the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Corporation or the Bank. The cessation of employment by the Executive shall not be deemed to be for "cause" within the meaning of this section unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of three-fourths of the non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition employee members of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure Boards at a meeting of the Company’s confidential or proprietary information that materially adversely affects Boards called and held for such purpose (after reasonable notice is provided to the Company; (v) Executive has breached any material term or condition and the Executive is given an opportunity, together with counsel, to be heard before the Boards), finding that, in the good faith opinion of the Executive’s any written Company policy or Boards, the Company’s written code Executive is guilty of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv)this section, (v) and (vi) above will constitute “Cause” only if such action or conduct continues after specifying the Company has provided you with written notice particulars thereof and thirty (30) days to cure the same if such action or conduct is curablein detail.

Cause. The Company may terminate Executive’s employment hereunder for Cause, in which event the date of termination of Executive’s employment shall be the Date of Termination. For purposes of this Agreement, “Cause” is defined as: shall mean (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Company; material breach of this Agreement, (ii) Executive’s conviction ofgross negligence in the performance or non-performance of any of Executive’s material duties or responsibilities hereunder, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation refusal of Executive to implement or business; adhere to policies or directives of the Board Chief Executive Officer of Mutual Capital Holdings, Inc., (iv) Executive’s continued intentional refusal to perform his employment duties in dishonesty, fraud or willful misconduct with respect to, or disparagement of, the business or affairs of the Company, (v) conduct of a material fashion that materially and adversely affects criminal nature or involving Moral Turpitude (as defined below) under the provisions of any federal, state or local laws or ordinance or transgression which may have an adverse impact on the Company’s reputation or business, after Executive has received a written demand of performance from and standing in the community (as determined by the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties in good faith and Executive continues to refuse to cure such non-performance within thirty fair dealing), and/or (30vi) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company absence from work for five (5) consecutive days for any reason other than vacation, approved leave of absence (such approval not to be unreasonably withheld) or has otherwise improperly disclosure of the Company’s confidential disability or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written illness pursuant to Company policy or law. For purposes of this Agreement, “Moral Turpitude” shall include the Company’s written code 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 that has been made available done knowingly contrary to Executive prior to such breach justice, honesty or any other material agreement with the Company good morals; or (viiii) Executive has obstructed intentional, knowing or impededreckless conduct causing bodily injury to another or intentional, knowing or failed to materially cooperate withreckless conduct which, any investigation authorized by the Board physical menace, puts another in fear of imminent serious bodily injury. No act or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after act by Executive shall be considered for Cause unless the Company has provided you with given detailed written notice thereof and thirty to Executive and, where remedial action is feasible, Executive has failed to remedy the act or omission within sixty (3060) days to cure the same if such action or conduct is curablefollowing written notice.”

Cause. The Company may terminate Executive’s employment for “Cause” ”, effective as of the date of the Notice of Termination (as defined in Section 6 below), subject to the payment by the Company to Executive of the benefits provided in Section 7(a) hereof. A termination for Cause is defined as: a termination made because Executive has (iA) committed an act of dishonesty made fraud or embezzlement against the Company or any affiliate thereof, a knowing and willful unauthorized disclosure of Confidential Information (as defined in Section 10 below) of the Company which disclosure results in material damage to the Company, or a breach of one or 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 Executive in connection with 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 Executive’s responsibilities as an employee that materially adversely affects interest in a position adverse to the interests of the Company; (ii) Executive’s conviction of, or (2) the duty not to engage in self-dealing with respect to the Company’s assets, properties or business opportunities; or (B) been convicted (or entered a plea of nolo contendere to, contendere) for the commission of (1) a felony or any (2) a crime involving fraud, embezzlement dishonesty or any other act of moral turpitude; or (iiiC) Executive’s gross engaged in intentional misconduct that materially and adversely affects as an employee of the Company’s reputation , which misconduct or business; (iv) Executive’s continued intentional refusal violation results in material damage to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure 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 Executive), including, but not limited to (1) intentional violations by Executive of written policies of the Company or specific directions of the Board or Chairman of the Board, which policies or directives are not illegal (or do not involve illegal conduct) and do not require Executive to violate reasonable business ethical standards, or (2) intentional violations of the Company’s confidential code of corporate conduct; or proprietary information that materially adversely affects (D) failed, after written notice from the Company; (v) Executive has breached any material term Company to render services to the Company in accordance with this Agreement or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement position and responsibilities with the Company in a manner that amounts to gross neglect in the performance of his duties to the Company. The Company may suspend Executive, without pay, upon Executive’s indictment for the commission of (1) a felony or (vi2) 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 Executive has obstructed or impededshall be reinstated with the Company. Upon such reinstatement, or failed Executive shall be entitled to materially cooperate with, any investigation authorized payment by the Board or any governmental or self-regulatory entity; provided, however that failure Company of all Base Salary to waive attorney-client privilege relating which Executive would have otherwise been entitled to communications with Executive’s own attorney in connection with during the period of such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curablesuspension.

Cause. The term “Cause” is defined asshall mean the Participant’s: (iA) an act willful dishonesty or fraud with respect to the business affairs of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the CompanyCompany and its direct and indirect subsidiaries (collectively, “Logitech”); (iiB) Executive’s intentional falsification of any employment or Logitech records; (C) misappropriation of or intentional damage to the business or property of Logitech, including (but not limited to) the improper use or disclosure of the confidential or proprietary information of Logitech (excluding misappropriation or damage that results in a loss of little or no consequence to the business or property of Logitech); (D) conviction of, or (including any plea of guilty or nolo contendere to, contendere) of a felony or any crime involving fraudthat, embezzlement or any other act in the judgment of moral turpitude; the Board (iii) Executive’s gross misconduct that excluding the Participant), materially and adversely affects impairs the Company’s reputation or business; (iv) Executive’s continued intentional refusal Participant's ability to perform his employment or her duties in a material fashion that materially and for Logitech or adversely affects Logitech’s standing in the Company’s community or reputation; (E) willful misconduct that is injurious to the reputation or businessbusiness of Logitech; or (F) refusal or willful failure to perform any assigned duties reasonably expected of a person in his or her position (excluding during any statutory leaves of absence as permitted by law, and with reasonable accommodations for any disability required by law) after receipt of written notice by the Chief Executive has received a written demand Officer or Executive Chairman of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties or Employer of such refusal or failure and Executive continues to refuse a reasonable opportunity to cure (as described below). The Participant shall be given written notice by the Employer of its intention to terminate the Participant for Cause, which notice (a) shall state with particularity the grounds on which the proposed termination for Cause is based and (b) shall be given no later than ninety (90) days after the occurrence of the event giving rise to such non-performance within grounds (or ninety (90) days after such later date as represents the actual knowledge by an executive officer of the Company or Employer (excluding the Participant) of such grounds). The termination shall be effective upon the Participant's receipt of such notice; provided, however, that with respect to subsection (F) of this Section (c)(ii), the Participant shall have thirty (30) days after receiving such notice; notice in which to cure any refusal or willful failure to perform (ivto the extent such cure is possible). If the Participant fails to cure such failure to perform within such thirty-day (30-day) Executive has breached any material term or condition of period, the ExecutiveParticipant’s Confidentiality Agreement employment with the Company or has otherwise improperly disclosure of Employer (and Service to the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “shall thereupon be terminated for Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

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” is defined as: shall mean Employee’s (i) an act dereliction of dishonesty made by Executive in connection with Executive’s responsibilities as an employee duties or his gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive of the CEO or the Board; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that materially 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; (iiiv) Executive’s breach of any term of this Agreement or any agreement governing any of the equity compensation referred to in Section 3 of this Agreement (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; and (vii) conviction of, or plea of nolo contendere to, a felony or any crime involving fraudserious crime; provided that in cases where cure is possible, embezzlement or Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from than by the Company which specifically sets forth for Cause, it is determined in good faith by the factual basis CEO that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 4(c), Employee’s employment shall, at the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition election of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure CEO at any time up to six months after learning of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impededevents constituting Cause, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney but in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues no event more than two years after the Company has provided you with written notice thereof and thirty (30) days occurrence of such events, be deemed to cure have been terminated for Cause retroactively to the same if such action or conduct is curabledate the events giving rise to Cause occurred.

Cause. The Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” is defined asshall mean: (i) an any act of dishonesty made by Executive in connection with material insubordination on the part of the Executive’s responsibilities as an employee that materially adversely affects the Company; (ii) Executive’s 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 any of its divisions, subsidiaries or affiliates, monetarily or otherwise; (iii) any conviction of, or plea of guilty or nolo contendere to, the Executive with respect to a felony or any crime involving fraud, embezzlement or any (other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or businessthan a traffic violation); (iv) Executive’s continued intentional refusal the commission (or attempted commission) of any act of fraud or dishonesty by the Executive which is materially detrimental to perform his employment duties in a material fashion that materially and adversely affects the Company’s business or reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure any of its divisions, subsidiaries or affiliates; or (v) Executive engages in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s confidential or proprietary information that materially adversely affects financial statements due to material non-compliance with any financial reporting requirement within the Company; (v) Executive has breached any material term or condition meaning of Section 304 of The Sarbanes Oxley Act of 2002. The right of the Executive’s 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 policy 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’s learning of such act or acts or failure or failures to act. Executive shall have 20 days after the date that such written code of conduct that notice has been made available given to him in which to cure such conduct, to the extent such cure is possible. If he fails to cure such conduct, Executive prior shall then be entitled to a hearing before the Board of Directors (the “Board”). Such hearing shall be held within 25 days of such breach or any other material agreement with notice to Executive, provided he requests such hearing within 10 days of the written notice from the Company or (vi) of the intention to terminate him for Cause. If, within five days following such hearing, Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized is furnished written notice by the Board or any governmental or self-regulatory entity; providedconfirming that, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “its judgment, grounds for Cause on the basis of the original notice exist, he shall thereupon be terminated for Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

Cause. “Cause” is defined as: The Executive’s employment will be considered terminated for Cause if prior to termination of the Executive’s employment, the Board reasonably determines, based on a preponderance of the evidence reasonably available to the Board as of the date the Board adopts the resolution described below, that the Executive committed or engaged in: (i1) an intentional act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Company; (ii) Executive’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) theft at a level that constitutes a felony in connection with the Executive’s gross misconduct that materially and adversely affects duties or in the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition course of the Executive’s Confidentiality Agreement employment with the Company or has otherwise improperly a Subsidiary, whether or not the Executive is convicted or pleads guilty or nolo contender (no contest) to any related criminal charges; (2) intentional wrongful damage to property of the Company or a Subsidiary; (3) intentional wrongful disclosure of secret processes or confidential information of the Company or a Subsidiary; (4) intentional wrongful engagement in any Competitive Activity; (5) willful and continued failure by the Executive to substantially perform the Executive’s duties with the Company that is not cured within 30 days after the Board delivers to the Executive a written demand for substantial performance specifically identifying the Executive’s failure to perform; or (6) other intentional activity, including but not limited to a breach of the Executive’s fiduciary duties with respect to the Company, a Subsidiary, or any welfare plan or pension plan sponsored by the Company or a Subsidiary; which, in the reasonable judgment of the Board and based on a preponderance of the evidence available to the Board is significantly detrimental to the reputa-tion, goodwill or business of the Company or significantly disrupts the workplace environment or operation of the Company’s confidential business or proprietary information that materially adversely affects administrative activities. For pur-poses of this Agreement, no act or failure to act on the Company; (v) part of the Executive has breached any material term or condition of will be deemed “intentional” if it was due primarily to an error in the Executive’s any written Company policy judgment or the Executive’s negligence. An act will be deemed “intentional” only if done or omitted to be done by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company’s written code . For purposes of conduct that has been made available to Executive prior to such breach or any other material agreement with this Agreement, the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by not been terminated for Cause unless and until: (7) a meeting of the Board or any governmental or self-regulatory entityis called and held for the purpose of determining if the Executive is to be terminated for Cause; providedand (8) the Executive is given reasonable notice of the meeting and an opportunity to be heard before the Board, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney counsel if Executive so chooses; and (9) at that meeting the Board finds, in connection with such investigation will not constitute “Cause” provided, howeverthe good faith opinion of the Board, that the action Executive has committed an act entitling the Board to terminate the Executive’s employment for Cause; and (10) the Executive has been provided a copy of the resolution duly adopted at that meeting by the affirmative vote of not less than three-quarters of the Board then in office and specifying in detail the particulars of the Board’s finding. The Executive and the Executive’s beneficiaries retain the right to contest the validity or conduct described in clauses (iv), (v) and (vi) above will constitute “propriety of the Board’s determination that the Executive’s employment has been terminated for Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

Cause. “Cause” is defined asfor termination shall mean a determination by the Board of Directors in good faith that any of the following events has occurred: (i) an act indictment of dishonesty made the Executive of, or the conviction or entry of a plea of guilty or nolo contendere by the Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Companyto any felony, or any misdemeanor involving moral turpitude; (ii) Executive’s conviction ofthe Executive engaging in conduct which constitutes a material breach of a fiduciary duty or duty of loyalty, including without limitation, misappropriation of funds or plea property of nolo contendere tothe REIT, a felony or any crime involving fraudDiamondRock Hospitality Limited Partnership (the “Operating Partnership”) and their subsidiaries (the REIT, embezzlement or any the Operating Partnership and their subsidiaries are hereinafter referred to as the “DiamondRock Group”) other act than an occasional and de minimis use of moral turpitudeDiamondRock Group property for personal purposes; (iii) the Executive’s willful failure or gross misconduct that materially and adversely affects negligence in the Companyperformance of the Executive’s reputation assigned duties for the DiamondRock Group, which failure or businessgross 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 or the Chief Executive Officer; (iv) Executive’s continued intentional refusal to perform his employment duties in any act or omission of the Executive that has a demonstrated and material fashion that materially and adversely affects adverse impact on the CompanyDiamondRock Group’s reputation for honesty and fair dealing or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition other conduct of the Executive’s Confidentiality Agreement with Executive that would reasonably be expected to result in injury to the Company or has otherwise improperly disclosure reputation of the Company’s confidential DiamondRock Group; or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term willful failure to cooperate with a bona fide internal investigation or condition of an investigation by regulatory or law enforcement authorities, after being instructed by the Executive’s any written Company policy REIT to cooperate, or the Company’s written code of conduct that has been made available willful destruction or failure to Executive prior preserve documents or other materials known to be relevant to such breach investigation or the willful inducement of others to fail to cooperate, destroy or fail to produce documents or other materials. For purposes of this Section 2(b), any other material agreement with the Company or (vi) Executive has obstructed or impededact, or failed failure to materially cooperate withact, any investigation authorized based upon authority given pursuant to a resolution duly adopted by the Board of Directors or any governmental based upon the written advice of counsel for the DiamondRock Group shall be conclusively presumed to be done, or self-regulatory entityomitted to be done, by the Executive in good faith and in the best interests of the DiamondRock Group. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of the Board of Directors, finding that, in the good faith opinion of the Board of Directors, the Executive has engaged in the conduct described in this Section 2(b); provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with if the Executive is a member of the Board of Directors, the Executive shall not vote on such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curableresolution.

Cause. Thirty (30) days after written notice by the Company to the Executive of a termination for Cause if the Executive shall have failed to cure or remedy such matter, if curable, within such thirty (30) day period. In the event that the basis for Cause is not curable, then such thirty (30) day cure period shall not be required, and such termination shall be effective on the date the Company delivers notice of such termination for Cause. “Cause” is defined asshall mean the Company’s termination of the Executive’s employment with the Company or any of its subsidiaries as a result of: (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Company; (ii) Executive’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other willful act of moral turpitudematerial dishonesty by the Executive in connection with or relating to the Executive’s employment with the Company or any of its subsidiaries; (ii) theft or misappropriation of property, information or other assets by the Executive in connection with the Executive’s employment with the Company or any of its subsidiaries which results in or could reasonably be expected to result in material loss, damage or injury to the Company and its subsidiaries, their goodwill, business or reputation; (iii) the Executive’s gross misconduct conviction, guilty plea, no contest plea, or similar plea for any felony or any crime that materially results in or could reasonably be expected to result in material loss, damage or injury to the Company and adversely affects the Company’s reputation its subsidiaries, their goodwill, business or businessreputation; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement use of alcohol or drugs while working that materially interferes with the Company or has otherwise improperly disclosure ability of Executive to perform the CompanyExecutive’s confidential or proprietary information that materially adversely affects the Companymaterial duties hereunder; (v) Executive has breached any material term or condition of the Executive’s any written material breach of a material Company policy, or material breach of a Company policy that results in or the Company’s written code of conduct that has been made available could reasonably be expected to Executive prior result in material loss, damage or injury to such breach or any other material agreement with the Company and its subsidiaries, their goodwill, business or reputation; (vi) Executive has obstructed the Executive’s material breach of any of his obligations under this Agreement; or impeded(vii) the Executive’s repeated insubordination, or failed refusal (other than as a result of a Disability or physical or mental illness) to materially cooperate withcarry out or follow specific reasonable and lawful instructions, any investigation authorized duties or assignments given by the Board or any governmental or self-regulatory entityCEO which are consistent with Executive’s position with the Company; provided, however that, for clauses (i) – (vii) above, the Company delivers written notice to Executive of the condition giving rise to Cause within ninety (90) days after the Company becomes aware of its initial occurrence. For avoidance of doubt, the Executive being deemed an Unsuitable Person, as defined in that failure certain Amended and Restated Articles of Incorporation of the Company as in effect on the Effective Date (an “Unsuitable Person”), shall not independently constitute Cause (but any circumstances giving rise to waive attorney-client privilege relating the Executive being deemed an Unsuitable Person shall constitute Cause to communications with Executive’s own attorney in connection with the extent such investigation will not constitute “Cause” provided, however, that the action or conduct described circumstances are grounds provided in clauses (ivi) – (vii) above), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

Cause. “For purposes of this Agreement "Cause” is defined as: " shall mean (i) an act ----- ----- your theft or embezzlement, or attempted theft or embezzlement, of dishonesty made by Executive money or property of the Company or any of its subsidiaries, your perpetration or attempted perpetration of fraud, or your participation in connection with Executive’s responsibilities as an employee that materially adversely affects a fraud or attempted fraud, on the Company; Company or any of its subsidiaries or your unauthorized appropriation of, or your attempt to misap-propriate, any substantial tangible or intangible assets or property of the Company or any of its subsidiaries, (ii) Executive’s your conviction ofof any criminal felony involving the Company or any of its subsidiaries, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects your willful failure to substantially follow any reasonable instructions of the Board and/or other policies of the Company’s reputation or business; (iv) Executive’s continued intentional refusal , which failure is not corrected within 15 business days after you receive notice from the Board describing such failure. You shall not be deemed to perform his employment duties in a material fashion that materially and adversely affects have been terminated for Cause unless the Company’s reputation or business, after Executive Company has received delivered to you a written demand of performance from notice specifying in reasonable detail the facts and circumstances that are the basis for terminating your employment with the Company which specifically sets forth for Cause. Should the factual basis for Company and you be unable to agree on whether or not the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance your conduct, acts or omissions constitute Cause within thirty (30) business days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement your employment with the Company or has otherwise improperly disclosure been terminated, the controversy as to whether your conduct constitutes Cause shall be settled exclusively by arbitration in accordance with the requirements of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition labor arbitration rules of the Executive’s any written Company policy or American Arbitration Association then in effect. Arbitration shall commence upon the Company’s written code appointment of conduct that has been made available arbitrators mutually agreeable to Executive prior to such breach or any other material agreement the parties and shall continue, without interruption unless required by the arbitrator(s), with the Company or written decision of the arbitrator(s) to be issued within one-hundred fifty (vi150) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized business days after filing a Notice of Arbitration. All expenses and fees incurred in the conduct of the arbitration shall be borne by the Board parties equally. Each party shall bear its own respective attorneys' and other legal fees and any decision, award or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that order by arbitration shall be binding upon the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curableparties hereof.

Cause. The Company may terminate the Executive’s service with the Company and its Affiliated Companies during the Service Period for Cause. For purposes of this Agreement, “Cause” is defined as: shall mean: (i) an act the willful and continued failure of dishonesty made by the Executive in connection with to perform substantially the Executive’s responsibilities as an employee that materially adversely affects duties with the Company; Company and its Affiliated Companies (ii) Executive’s conviction of, other than any such failure resulting from incapacity due to physical or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or businessmental illness), after Executive has received a written demand of for substantial performance from is delivered to the Company Executive by the Board which specifically sets forth identifies the factual basis for manner in which the Company’s belief Board believes that the Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with duties and such failure is not cured within sixty (60) calendar days after receipt of such written demand; or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company or has otherwise improperly disclosure its Affiliated Companies. For purposes of this provision, any act or failure to act on the part of the Executive in violation or contravention of any order, resolution or directive of the Board shall be considered “willful” unless such order, resolution or directive is illegal or in violation of the certificate of incorporation or by-laws of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that no other act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company and its Affiliated Companies. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or General Counsel of the Company or based upon the advice of 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 and its Affiliated Companies. The Separation from Service of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (¾) of the entire membership of the Board (other than the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in clauses paragraph (iv)i) or (ii) above, (v) and (vi) above will constitute “Cause” only if such action or conduct continues after specifying the Company has provided you with written notice particulars thereof and thirty (30) days to cure the same if such action or conduct is curablein detail.

Cause. For purposes of this Agreement, the term “Cause” is defined asmeans: (i) an act of dishonesty made by Executive in connection with the Executive’s responsibilities “Disability” (as an employee that materially adversely affects the Companyhereinafter defined); (ii) Executive’s conviction of, an action or plea of nolo contendere to, a felony or any crime involving failure to act by the Executive constituting fraud, embezzlement misappropriation or any other act damage to the property or business of moral turpitudethe Corporation; (iii) Executive’s gross misconduct conduct by Executive that materially and adversely affects the Company’s reputation amounts to fraud, personal dishonesty or businessbreach of fiduciary duty; (iv) Executive’s continued intentional refusal conviction (from which no appeal may be, or is, timely taken) of a felony or willful violation of any law, rule or regulation (other than traffic violations or similar offenses); (v) the Executive’s breach of any of her obligations hereunder; (vi) the unauthorized use, misappropriation or disclosure by the Executive of any Confidential Information (as hereinafter defined) of the Corporation or of any confidential information of any other party to perform his employment duties in whom the Executive owes an obligation of nondisclosure as a result of her relationship with the Corporation; (vii) the willful violation of any final cease and desist or consent order; (viii) a knowing violation by Executive of federal and state banking laws or regulations which is likely to have a material fashion adverse effect on the Corporation, as determined by the Board; (ix) the determination by the Board, in the exercise of its reasonable judgment and in good faith, that materially Executive’s job performance is substantially unsatisfactory and adversely affects the Company’s reputation or business, after Executive that she has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse failed to cure such non-performance within a reasonable period (but in no event more than thirty (30) days days) after receiving such noticewritten notice specifying in reasonable detail the nature of the unsatisfactory performance; (ivx) Executive’s material breach of any of the Corporation’s written policies; or (xi) the issuance of any order by the Maryland Commissioner of Financial Regulation, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, or any other supervisory agency with jurisdiction over the Corporation permanently prohibiting the continued service of the Executive has breached any material term with the Corporation. No act or condition failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s Confidentiality Agreement with action or omission was in the Company or has otherwise improperly disclosure best interests of the Company’s confidential Corporation. Any act or proprietary information failure to act that materially adversely affects is based upon authority given pursuant to a resolution duly adopted by the Company; (v) Board, or upon the advice of legal counsel for the Corporation, shall be conclusively presumed to be done, or omitted to be done, by the Executive has breached any material term or condition in good faith and in the best interest of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curableCorporation.

Cause. For purposes of this Agreement, “Cause” is defined asfor termination will mean any one or more of the following: (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Company; (iia) Executive’s conviction of, or plea of nolo contendere “guilty” or “no contest” to, a any felony or any crime involving fraud, embezzlement dishonesty or moral turpitude under the laws of the United States or any other act of moral turpitudestate thereof; (iiib) Executive’s gross misconduct commission of, or participation in, a fraud or material act of dishonesty against the Company or any of its employees or directors that materially causes harm; (c) Executive’s intentional, material violation of any contract or agreement between the Executive and adversely affects the Company, the Company’s reputation employee handbook and employment policies, the Company’s Code of Conduct and Business Ethics, or businessof any statutory or legal duty owed to the Company; (ivd) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation unauthorized use or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly unauthorized disclosure of the Company’s confidential information or proprietary information that materially adversely affects trade secrets or other material breach of the CompanyConfidentiality Agreement (as defined below); (ve) Executive has breached any material term or condition of the Executive’s willful misconduct in the performance of Executive’s employment duties; (f) Executive’s willful failure to reasonably cooperate with any written internal or external Company policy investigation or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with audit (whether being conducted by the Company or by a third-party); and (vig) Executive has obstructed or impededExecutive’s failure to relocate to Los Angeles, or failed California prior to materially cooperate withAugust 17, any investigation authorized by the Board or any governmental or self-regulatory entity2022; provided, however that failure in order to waive attorney-client privilege relating to communications with terminate Executive’s own attorney in connection with such investigation will not constitute employment for “Cause” provided, however, that pursuant to the action or conduct described in foregoing clauses (ivc), (v) d), (e), and (vif) above will constitute “Cause” only if such action or conduct continues after the Company has provided you Board must first provide Executive with written notice thereof of the applicable Cause event (which specifically identifies, in reasonable detail, the basis for alleging a Cause event) within 30 days of the Company learning, or of when the Company reasonably should have been aware, of such Cause event, and thirty (30) provide Executive a period of 30 days thereafter to reasonably cure such Cause event, to the extent curable. If Executive fails to cure such Cause event within such period, then the same if such action or conduct is curabletermination of employment must be effective not later than 30 days after the end of Executive’s cure period.

Cause. For purposes of this Agreement, the term “Cause” is defined asmeans: (i) an act of dishonesty made by Executive in connection with the Executive’s responsibilities “Disability” (as hereinafter defined); (ii) an employee that materially adversely affects action or failure to act by the Executive constituting fraud, misappropriation or damage to the property or business of the Corporation or the Company; (iiiii) Executive’s conviction of, or plea of nolo contendere to, a felony or any crime involving conduct by Executive that amounts to fraud, embezzlement personal dishonesty or any other act breach of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or businessfiduciary duty; (iv) Executive’s continued intentional refusal conviction (from which no appeal may be, or is, timely taken) of a felony or willful violation of any law, rule or regulation (other than traffic violations or similar offenses); (v) the Executive’s breach of any of his obligations hereunder; (vi) the unauthorized use, misappropriation or disclosure by the Executive of any Confidential Information (as hereinafter defined) of the Corporation or the Company or of any confidential information of any other party to perform whom the Executive owes an obligation of nondisclosure as a result of his employment duties in relationship with the Corporation and the Company; (vii) the willful violation of any final cease and desist or consent order; (viii) a knowing violation by Executive of federal and state insurance laws or regulations which is likely to have a material fashion that materially and adversely affects adverse effect on the Corporation or the Company, as determined by the Board; (ix) the determination by the Board, in the exercise of its reasonable judgment and in good faith, that Executive’s reputation or business, after Executive job performance is substantially unsatisfactory and that he has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse failed to cure such non-performance within a reasonable period (but in no event more than thirty (30) days days) after receiving such noticewritten notice specifying in reasonable detail the nature of the unsatisfactory performance; (ivx) Executive has breached Executive’s material breach of any material term or condition of the ExecutiveCorporation’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code policies; or (xi) the issuance of conduct that has been made available to any order by any supervisory agency with jurisdiction over the Corporation or the Company permanently prohibiting the continued service of the Executive prior to such breach or any other material agreement with the Company Company. No act or (vi) failure to act on the part of the Executive has obstructed or impededshall be considered “willful” unless it is done, or failed omitted to materially cooperate withbe done, any investigation authorized by the Board Executive in bad faith or any governmental without reasonable belief that the Executive’s action or self-regulatory entity; provided, however that omission was in the best interests of the Corporation and the Company. Any act or failure to waive attorney-client privilege relating act that is based upon authority given pursuant to communications with Executive’s own attorney a resolution duly adopted by the Board, or upon the advice of legal counsel for the Corporation and the Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in connection with such investigation will not constitute “Cause” provided, however, that good faith and in the action or conduct described in clauses (iv), (v) best interest of the Corporation and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curableCompany.

Cause. The Company, acting by its Board of Directors, may terminate the Executive’s employment for “Cause.” is defined asA termination for Cause shall mean discharge by the Company by reason of the following: (i) an the Executive’s conviction of, or a plea of nolo contendere to, any act of dishonesty made by Executive which constitutes a felony offense under applicable law in connection with the performance of the Executive’s responsibilities obligations on behalf of the Company or which affects the Executive’s ability to perform the Executive’s obligations as an employee that of the Company or under this Agreement or any non-competition agreement, confidentiality agreement or like agreement or covenant between the Executive and the Company or which materially and adversely affects the reputation and business activities of the Company; (ii) the Executive’s conviction of, or plea willful misconduct in connection with the performance of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act the Executive’s duties and responsibilities as an employee of moral turpitudethe Company; (iii) the Executive’s gross misconduct that materially and adversely affects commission of an act of embezzlement, fraud or dishonesty which results in a loss, damage or injury to the Company’s reputation or business; (iv) the Executive’s continued intentional refusal to perform his employment duties substantial and continuing gross negligence in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure duties as an employee of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s knowing unauthorized use or unauthorized disclosure of any trade secret or confidential information of the Company which adversely affects the business of the Company; provided, that any disclosure of any trade secret or confidential information of the Company to a third party in the ordinary course of business who signs a confidentiality agreement shall not be deemed a breach of this subsection; (vi) substance or alcohol abuse for which the Executive fails to undertake and maintain treatment within five (5) calendar days after requested in writing by the Company; (vii) the Executive’s continuing material failure or refusal to perform the Executive’s duties in accordance with the terms of this Agreement; or (viii) the Executive’s failure to perform his duties at the 90—Day Office Location or a location within the 45—Mile Office Radius on and after July 31, 2005. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause for any reason enumerated in this Section 10(b), without (i) written Company policy or notice provided to the Executive not less than fourteen (14) calendar days prior to any final determination of Cause by the Board setting forth the Company’s written code of conduct that has been made available intention to consider terminating the Executive for Cause and including a statement generally setting forth the basis for such termination for Cause; (ii) an opportunity for the Executive to be heard before the Board prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized final determination of Cause by the Board or any governmental or self-regulatory entity(it being understood that counsel for the Executive may accompany the Executive to such hearing as an observer); provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, and (iii) a duly adopted resolution of the Board that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “actions of the Executive constituted Cause” only if such action or conduct continues after . Any purported termination of employment of the Executive by the Company has provided you with written notice thereof which does not meet each and thirty (30) days to cure the same if every substantive and procedural requirement of this paragraph shall be treated for all purposes under this Agreement as a termination of employment without Cause unless and until such action or conduct is curablesubstantive and procedural requirements are satisfied.

Cause. The term “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is defined asthen in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: (i) an any act or omission that constitutes a material breach by such Executive of dishonesty made by any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in connection with Executive’s responsibilities as an employee that materially adversely affects reasonable detail the Companynature of such breach; (ii) Executive’s conviction ofthe willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or plea investigation involving the Company and/or its subsidiaries) reasonably required of nolo contendere tohim (except termination due to death or permanent disability) after demand for performance is delivered by the Board, a felony or any crime involving fraudin writing, embezzlement or any other act of moral turpitudespecifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) Executive’s gross misconduct that materially conviction of such Executive of any willful and adversely affects material violation of any federal or state law or regulation directly related to the Company’s reputation business of the Company or businessany of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) Executive’s continued intentional refusal any other willful misconduct by such Executive which is materially injurious to perform his employment duties in a material fashion that the financial condition or business reputation of, or is otherwise materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from injurious to the Company which specifically sets forth the factual basis or any of its subsidiaries or affiliates (for the Company’s belief that avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach by the Executive has not substantially performed of his duties and Executive continues confidentiality obligation to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term the Company under Section 7.2 hereof or condition of the Executive’s Confidentiality Agreement engagement in any Prohibited Activity during his employment with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any , which remains uncured for 30 days after written Company policy or the Company’s written code of conduct that has been made available to Executive prior notice to such breach or any other material agreement with Executive specifying in reasonable detail the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with nature of such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curablemisconduct.

Cause. In the event Executive’s employment is terminated for Cause, the Company shall be released from any and all further obligations under this Agreement subject to the provisions of Section 13 herein concerning Arbitration of disputes, except the Company shall be obligated to pay Executive his Base Salary, reimbursable expenses and benefits owing to Executive through the Termination Date (any vested retirement benefits of Executive shall be payable in accordance with such plans). Termination by the Company for “Cause” is defined as: shall mean (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects conviction by a court (or plea of guilty, no contest, deferred adjudication or probation) of, to, or for a felony, or any crime involving theft, fraud, dishonesty, embezzlement, or any other crime which involves immoral conduct or actions likely to harm the reputation of the Company, whether or not committed in the course of performing services for the Company; (ii) Executive’s conviction of, or plea breach of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitudefiduciary duty to the Company; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation material act(s) or businessomission(s) taken by Executive in connection with his employment which are dishonest or fraudulent; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after commission by Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition actions in violation of the Executive’s Confidentiality Agreement with written rules, policies, ethical standards or codes of conduct of the Company or has otherwise improperly disclosure Affiliates, conduct by Executive that is insubordinate or involves repeated absenteeism, or Executive’s performance of his duties hereunder which is deemed to be unsatisfactory job performance either in the manner of fulfillment of such duties or the results achieved, but only after written warning to Executive advising him of the Company’s confidential or proprietary information that materially adversely affects deficiencies in job performance and/or objectives and describing the Companyimprovement needed; (v) conduct by Executive giving rise to a claim by another employee of unlawful harassment or discrimination, which claim, after a complete and diligent investigation, would lead a reasonable person to conclude that Executive has breached any material term violated state or condition federal discrimination laws, in a manner which would reasonably and customarily require the discharge of the an executive employee; (vi) conduct by Executive, or Executive’s failure to act giving rise to Legitimate Claims by any written Company policy or the Company’s written code of conduct persons that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed any of its subsidiaries is in violation of any federal, state or impeded, local civil or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.criminal Execution Version Employment Agreement ▇▇▇▇ ▇▇▇▇▇▇▇

Cause. By the Company, for Cause, but only upon a vote of a majority of the entire Board (or such other vote required pursuant to the By-Laws) at a meeting duly called and held at which Executive shall have the right to be present and be heard. The term “Cause” is defined as: means (i) an a determination by a court of competent jurisdiction that the Executive has committed any act of dishonesty made fraud or embezzlement in respect of the Company or its funds, properties or assets; (ii) conviction of a felony relating to the Executive’s actions as an executive of the Company under the laws of the United States or any state thereof (provided that all rights of appeal have been exercised or have lapsed) unless such acts were committed in the reasonable, good faith belief that his actions were in the best interests of the Company and its stockholders and would not violate criminal law; (iii) willful misconduct or gross negligence by the Executive in connection with Executive’s responsibilities as an employee the performance of his duties that materially adversely affects has caused or is highly likely to cause severe harm to the Company; (ii) Executive’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform dishonesty by the Executive in the performance of his employment duties in hereunder which has a material fashion that materially and adversely affects adverse effect on the Company’s reputation or business. In the case of any termination for Cause, after Executive has received a written demand of performance from the Company which specifically sets forth shall provide the factual basis for Executive with a Notice of Termination (as defined in Section 6) giving the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within at least thirty (30) days written notice of its intent to terminate this Agreement and his employment. The Notice of Termination shall specify (x) the effective date of his termination and (y) the particular acts or circumstances that constitute Cause for such termination. The Executive shall be given the opportunity within fifteen (15) days after receiving the notice to explain why Cause does not exist or to cure any basis for Cause. Within fifteen (15) days after any such notice; (iv) explanation or cure, the Company will make its final determination regarding whether Cause exists and deliver such determination to the Executive in writing. If the final decision is that Cause exists and no cure has breached any material term or condition of occurred, the Executive’s Confidentiality Agreement employment with the Company or has otherwise improperly disclosure shall be terminated for Cause as of the Company’s confidential Date of Termination (as defined in Section 6) specified in the Notice of Termination. If the final decision is that Cause does not exist or proprietary information that materially adversely affects the Company; (v) Executive a cure has breached any material term or condition of occurred, the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement employment with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however shall not be terminated for Cause at that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curabletime.

Cause. The Company shall be entitled to terminate the Executive’s employment for Cause without prior written notice except as provided below. For purposes of this Agreement, “Cause” is defined as: shall mean, as determined by the Company in its sole discretion, that the Executive (i) an act was grossly negligent in the performance of dishonesty made by Executive in connection with the Executive’s responsibilities as an employee that materially adversely affects duties with the CompanyCompany (other than a failure resulting from the Executive’s incapacity due to physical or mental illness); (ii) Executive’s conviction has pled “guilty” or “no contest” to, or has been convicted of, or plea of nolo contendere to, an act which is defined as a felony under federal or any crime involving fraud, embezzlement or any other act of moral turpitudestate law; (iii) Executive’s gross engaged in misconduct in bad faith that could reasonably be expected to materially and adversely affects harm the Company’s reputation business or businessits reputation; or (iv) Executive’s continued intentional refusal to perform his employment duties in violated a material fashion that materially and adversely affects provision of the Code of Conduct, including, but not limited to, Subject Conduct or other violations of the Company’s reputation Discrimination, Anti-Harassment, and Non-Retaliation policies. For purposes of this Agreement, “Subject Conduct” means sexual harassment (including creation of a hostile work environment), gender discrimination and retaliation related to the foregoing or businessa violation of any policy of the Company (or any of its affiliates) relating to sexual harassment (including creation of a hostile work environment), after gender discrimination and retaliation related to the foregoing. No event or condition described in subsections (i), (iii) or (iv) of this Section 5(b) shall constitute Cause unless (x) the Company provides the Executive has received a written demand Notice of performance from Termination stating the Company which specifically sets forth grounds for such termination; (y) such grounds for termination (if susceptible to correction) are not corrected by the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement receipt of the Notice of Termination; and (z) the Company terminates the Executive’s employment with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (viof its affiliates) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or selfimmediately following expiration of such thirty-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty day (30) days period. Notwithstanding anything in this Agreement to cure the same contrary, if the Executive experiences a termination other than by the Company for Cause, the Company shall have the sole discretion to later use after-acquired evidence to retroactively re-characterize the prior termination as a termination for Cause if such action or conduct is curableafter-acquired evidence supports such an action.

Cause. The Company may terminate Executive’s employment for Cause (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. “Cause” is defined asshall mean, for purposes of this Agreement: (i) an act of dishonesty made the continued failure by Executive to use good faith efforts in connection with the performance of Executive’s responsibilities as an employee that materially adversely affects the Companyduties under this Agreement (other than any such failure resulting from Disability or other allowable leave of absence); (ii) Executive’s conviction of, the criminal felony indictment (or plea non-U.S. equivalent) of nolo contendere to, Executive by a felony or any crime involving fraud, embezzlement or any other act court of moral turpitudecompetent jurisdiction; (iii) Executive’s gross the engagement by Executive in misconduct that materially and adversely affects has caused, or, is reasonably likely to cause, 5 material harm (financial or otherwise) to the Company’s reputation , including (A) the unauthorized disclosure of material secret or businessConfidential 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) Executive’s the debarment of Executive by the FDA; (v) the continued intentional refusal material breach by Executive of this Agreement; (vi) any material breach by Executive of a Company policy; (vii) any breach by Executive of a Company policy related to perform his employment duties in sexual or other types of harassment or abusive conduct; or (viii) Executive making, or being found to have made, a material fashion that materially and adversely affects certification relating to the Company’s reputation or businessfinancial statements and public filings that is known to Executive to be false. Notwithstanding the foregoing, after Executive has received 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 of performance from the Company to Executive which specifically sets forth identifies the factual basis conduct that may provide grounds for Cause within ninety (90) calendar days of the Company’s belief that Executive has not substantially performed his duties actual knowledge of such conduct, events or circumstances, and Executive continues to refuse must have failed to cure such non-performance conduct (if curable) within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with demand. References to the Company or has otherwise improperly disclosure in subsections (i) through (viii) of this paragraph shall also include affiliates of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

Cause. In the event Executive’s employment is terminated for Cause, the Company shall be released from any and all further obligations under this Agreement subject to the provisions of Section 13 herein concerning Arbitration of disputes, except the Company shall be obligated to pay Executive his Base Salary, reimbursable expenses and benefits owing to Executive through the Termination Date (any vested retirement benefits of Executive shall be payable in accordance with such plans). Termination by the Company for “Cause” is defined as: shall mean (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects conviction by a court (or plea of guilty, no contest, deferred adjudication or probation) of, to, or for a felony, or any crime involving theft, fraud, dishonesty, embezzlement, or any other crime which involves immoral conduct or actions likely to harm the reputation of the Company, whether or not committed in the course of performing services for the Company; (ii) Executive’s conviction of, or plea breach of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitudefiduciary duty to the Company; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation material act(s) or businessomission(s) taken by Executive in connection with his employment which are dishonest or fraudulent; (iv) the commission by Executive of any material actions in violation of the written rules, policies, ethical standards or codes of conduct of the Company or Affiliates, conduct by Executive that is insubordinate or involves repeated absenteeism, or Executive’s continued intentional refusal performance of his duties hereunder which is deemed to perform his employment be unsatisfactory job performance either in the manner of fulfillment of such duties or the results achieved, but only after written warning to Executive advising him of the deficiencies in job performance and/or objectives and describing the improvement needed; (v) conduct by Executive giving rise to a material fashion that materially and adversely affects the Company’s reputation claim by another employee of unlawful harassment or businessdiscrimination, which claim, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief complete and diligent investigation, would lead a reasonable person to conclude that Executive has not substantially performed violated state or federal discrimination laws, in a manner which would reasonably and customarily require the discharge of an executive employee; (vi) conduct by Executive, or Executive’s failure to act giving rise to Legitimate Claims by any persons that the Company or any of its subsidiaries is in violation of any federal, state or local civil or criminal statute or act (the term “Legitimate Claims” shall mean conduct by the Executive, or Executive’s failure to act, undertaken in dereliction of his duties, gross negligence or without a good-faith belief in the lawfulness of such action resulting in any claims, allegations or assertions which, in the reasonable opinion of the Company (after a diligent investigation of the facts), have substantial merit and which would reasonably and customarily require the discharge of an executive employee; (vii) Executive’s disregard of the lawful and reasonable directives of the CEO or Board communicated to Executive; (viii) Executive’s failure to maintain the privacy of Confidential Information of the Company or Affiliates except for such disclosure in connection with the good faith performance of Executive’s duties or as may be required by subpoena or in connection with any allegation of wrongdoing; (ix) a breach by Executive of any covenant or agreement between Executive and the Company set forth in Sections 4 and 5 hereof; or (x) the Company is temporarily or permanently enjoined from employing Executive, or a court otherwise orders the Company to cease employing Executive, or the Company determines in its reasonable discretion that it is in the best interests of the Company and/or its employees, officers or directors that Executive’s employment with the Company be terminated due to restrictions or covenants to which Executive agreed with a prior entity which is likely to impact Executive’s ability to timely perform his duties herein on behalf of the Company. Provided, however, that the Company shall not terminate the employment of the Executive as a result of the alleged events described in clauses (iv) or (vii) above unless the Company provides the Executive written notice and the Executive continues to refuse thereafter fails to cure such non-performance event (if in the reasonable determination of the Company such matters are curable), within thirty (30) days after receiving receipt of such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

Cause. The Company terminates the Executive for Cause or for any reason other than for Cause. As used in this Agreement, “Cause” is defined as: with respect to Executive’s termination from employment, shall mean any of the following: (i1) an act the Executive’s failure to cure the Executive’s material breach of dishonesty made by Executive 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 responsibilities as an employee that materially adversely affects misappropriation of any of the Company; ’s funds or property; (ii4) the Executive’s conviction of, of or entering of a guilty plea or a plea of nolo contendere no contest with respect to, a felony or any crime involving fraudfelony, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that crime which materially and adversely affects the Company’s reputation business of the Company or business; (iv) Executive’s continued intentional refusal ability to perform his employment 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 fashion economic damage to the Company or its reputation. It is expressly understood that materially and adversely affects 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 reputation 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 the following: (A) the Executive materially violates any Company policy, regulation or business, after guideline which Executive has received a fails to cure within sixty (60) days following written demand notice of performance from such violation by the Company to the Executive; or (B) the Executive’s conviction or entering of a guilty plea or a plea of no contest with respect to fraudulent or illegal activities which specifically sets forth the factual basis for are materially injurious to the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term , monetarily or condition otherwise. No termination of the Executive’s Confidentiality Agreement with employment hereunder by the Company or has otherwise improperly disclosure for Cause 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 cure such alleged violation. If he fails to cure such alleged violation within such sixty (60)-day period, the Executive shall then be entitled to a hearing before the Board. If after such hearing, the Board gives a second Notice of Termination to the Executive confirming that a majority of the Company’s confidential or proprietary information members of the Board that materially adversely affects are not then employed as employees of the Company; (v) Executive has breached any material term or condition of Company voted after the hearing to terminate him for Cause, the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “employment shall thereupon be terminated for Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

Cause. Wherever reference is made in this Agreement to termination being with or without Cause, “Cause” is defined asshall mean: (i) an act the Executive repeatedly refuses or fails to perform any of dishonesty made her duties and responsibilities as determined from time to time by Executive in connection with the Company, including, without limitation: (a) the Executive’s responsibilities as an employee that materially adversely affects persistent neglect of duty or chronic unapproved absenteeism (other than for a temporary or permanent disability) which remains uncured to the Company; reasonable satisfaction of the Company following thirty (ii30) Executive’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a days’ written demand of performance notice from the Company of such alleged fault; and (b) the Executive’s refusal to comply with any reasonable and lawful directive or policy of the Company which specifically sets forth refusal is not cured by the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving of such noticewritten notice from the Company; provided, 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 gross negligence in the performance of her duties; (iii) the Executive commits a material act of fraud, personal dishonesty or misappropriation relating to the Company or its affiliates; (iv) the Executive has breached 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 other written agreement with the Company; (vi) the Executive’s indictment for or conviction (or the entry of a plea of a nolo contendere or equivalent plea) in a court of competent jurisdiction of a felony or any misdemeanor involving material term dishonesty or condition moral turpitude; or (vii) the Executive’s habitual or repeated misuse of, or habitual or repeated performance of the Executive’s Confidentiality Agreement with duties under the Company influence of, alcohol or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curablecontrolled substances.

Cause. The Company may terminate the Executive’s employment hereunder by written notice given to the Executive for Cause or without Cause. Termination for “Cause” is defined asshall mean termination because: (i) Executive has intentionally committed an act of dishonesty made by Executive dishonesty, embezzlement, fraud or theft in connection his relations with Executive’s responsibilities the Company in such a manner as an employee that to cause material loss, damage or injury to or otherwise to materially adversely affects endanger the business, property, reputation or employees of the Company; , (ii) Executive’s conviction ofExecutive has repeatedly abused alcohol or drugs in a manner materially adversely affecting his job performance, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received been found guilty of or has plead nolo contendere to the commission of a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such noticefelony offense involving dishonesty; or (iv) Executive has breached any caused material term loss, damage or condition injury to or otherwise materially endangered the property, reputation or employees of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure due to his act(s) of the Company’s confidential or proprietary information that materially adversely affects the Companygross negligence; (v) Executive has breached any insubordination or other willful violation of a material term oral directive or condition a material written policy of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company ; or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, breach of any investigation authorized by the Board or any governmental or self-regulatory entitymaterial provision of this Agreement; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), occurrence of item (v) and or (vi) above will of this Section 1.6(b) shall not constitute “Cause unless the Board notifies the Executive thereof in writing, specifying in reasonable detail the nature of such occurrence and stating that it is grounds for Cause” only if , and unless the Executive fails to cure such action or conduct continues occurrence within 10 days after notice is given under this Agreement. If the Company Board reasonably determines in good faith that the Executive has provided you with written notice thereof and thirty (30) days failed to cure the same if conditions which are grounds for Cause under item (v) or (vi) of this Section 1.6(b) within 10 days after such action or conduct notice is curablegiven, the Board will provide the Executive with notification of such determination and allow the Executive to respond and to defend himself before the Board of Directors within a reasonable time (not to exceed 10 days) after such notification. After which, the Board of Directors will make a reasonable and good faith determination as to whether the Executive has cured the conditions which are grounds for Cause.

Cause. “Subject to the notification provisions of Section 8(f) below, Executive's employment hereunder may be terminated by the Company for Cause” is defined as: . For purposes of this Agreement, the term "Cause" shall be limited to (i) an act of dishonesty made willful misconduct by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects regard to the Company; (ii) Executive’s conviction of, Company or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in OTX which has a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from adverse effect on the Company or OTX and which specifically sets forth the factual basis for the Company’s belief that Executive has is not substantially performed his duties and Executive continues to refuse to cure such non-performance cured within thirty (30) days after receiving of receipt of a written notice from the Board or the Chairman of the Board which specifically identifies such noticepurported misconduct by Executive; (ii) the willful refusal of Executive to attempt to follow the proper direction of the Board or the Chairman of the Board which is not cured within thirty (30) days of receipt of a written notice from the Board or the Chairman of the Board which specifically identifies such purported failure by Executive, provided that the foregoing refusal by Executive shall not be "Cause" if such direction is illegal, unethical or immoral and Executive promptly so notifies the Board or the Chairman of the Board (whichever is applicable); (iii) material and continuing willful failure by Executive to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) which is not cured within thirty (30) days of receipt of a written demand for substantial performance from the Board or the Chairman of the Board which specifically identifies the manner in which it is believed that Executive has substantially and continually refused to attempt to perform his duties hereunder; (iv) Executive has breached any material term or condition being convicted of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Companya felony; (v) Executive has breached any a material term or condition breach of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such this Agreement, which breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will is not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and cured within thirty (30) days of receipt of a written notice of such breach from the Board or the Chairman of the Board which specifically identifies the manner in which it is believed that Executive has materially breached this Agreement, or (vi) drunkenness or the possession of narcotics on Company's property, willful and material damage to cure Company property or repeated and material violations of Company's policies, provided that such violations have not been cured within thirty (30) days of receipt of written notice which specifically identifies the same if such policies at issue. For purposes of this paragraph, no act, or failure to act, on Executive's part shall be considered "willful" unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or conduct is curableomission was in the best interests of the Company or OTX.

Cause. “Cause” is defined as: shall mean the Executive’s (i) an act commission of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Companya felony, a crime of moral turpitude or any crime committed against MFA, other than traffic violations; (ii) Executive’s conviction ofengagement in willful misconduct, willful or gross negligence, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act misappropriation relating to significant amounts, in each case in connection with the performance of moral turpitudehis duties under this Agreement; (iii) Executive’s gross misconduct failure to adhere to the lawful directions of the Board of Directors that materially are reasonably consistent with his duties and adversely affects the Company’s reputation or businessposition provided for herein; (iv) Executive’s continued intentional refusal to perform his employment duties breach in a any material fashion that materially and adversely affects respect of any of the provisions of Section 7 of this Agreement; (v) material violation of the Company’s reputation Code of Conduct or businessany other material written policy of the Company, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for including without limitation, the Company’s belief nondiscrimination and harassment policy; or (vi) breach in any material respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoing, (i) the Executive shall be given written notice of any action or failure to act that Executive has not substantially performed his duties is alleged to constitute Cause (a “Default”), and Executive continues to refuse if curable, an opportunity for 20 business days from the date of such notice in which to cure such non-performance within thirty Default, such period to be subject to extension in the discretion of the Board of Directors and (30ii) days after receiving such notice; regardless of whether the Executive is able to cure any Default, the Executive shall not be deemed to have been terminated for Cause without (ivA) reasonable prior written notice to the Executive setting forth the reasons for the decision to terminate the Executive for Cause, (B) an opportunity for the Executive, together with his counsel, to be heard by the Board of Directors and (C) delivery to the Executive of a Notice of Termination approved by the Board of Directors, stating its good faith opinion that the Executive has breached any material term engaged in actions or condition conduct described in the 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 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. For avoidance of doubt and notwithstanding the Executive’s cure rights, if any, if MFA reasonably determines that it is necessary to place the Executive on administrative leave, or to relieve the Executive of some or all of the Executive’s Confidentiality duties so that MFA may investigate any potential wrongdoing or misconduct, or pending resolution of any act, event or omission giving rise to Cause during any applicable cure period, MFA’s doing so shall not be deemed to be either a breach by MFA of any provision of this Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition a termination by MFA of the Executive’s any written Company policy or employment without Cause nor shall such action constitute a basis for the Company’s written code of conduct that has been made available Executive to Executive prior to such breach or any other material agreement with terminate the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curableemployment for Good Reason.

Cause. (a) For the purpose of this Agreement, “Cause,” as used herein, means any of the following (alone or in combination): (b) Executive is defined asconvicted of or takes a plea of nolo contendere to a crime involving dishonesty, fraud or moral turpitude; (c) Executive has engaged in any of the following: (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Company; fraud, embezzlement, theft or other dishonest acts, (ii) Executive’s conviction ofunprofessional conduct, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects negligence related to the Company’s reputation business or business; (iv) other conduct that is materially detrimental to the business as determined in the reasonable business judgment of Company; (d) Executive materially violates a significant Company policy (as they may be amended from time to time), such as policies required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Company’s Drug Free Workplace Policy or Company’s EEO policies, and does not cure such violation (if curable) within twenty (20) days after written notice from Company; (e) Executive willfully takes any action that significantly damages the assets (including tangible and intangible assets, such as name or reputation) of Company; (f) Executive fails to perform Executive’s continued intentional refusal duties in good faith or Executive persistently fails to perform his Executive’s duties, and does not cure such failures within ten (10) days after written notice from Company or, if notice and cure have previously taken place regarding a similar failure to perform, if the circumstance recurs; (g) Executive uses or discloses (or allows others to use or disclose) Confidential Information, as defined in this Agreement, without authorization; or (h) Executive breaches this Agreement in any material respect and does not cure such breach (if curable) within twenty (20) days after written notice from Company or, if notice and cure have previously taken place regarding a similar breach, if a similar breach recurs. A termination of employment duties by the Employer for one of the reasons set forth in a material fashion that materially Section II. 3(a)-(h) above will not constitute cause unless, within the 60-day period immediately following the occurrence of such event, Employer has given written notice to Executive specifying in reasonable detail the event or events relied upon for such termination and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure remedied such non-performance event or events within thirty twenty (3020) days after receiving of the receipt of such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

Cause. The Company may terminate the Executive’s employment for “Cause.” is defined asA termination for Cause shall mean discharge by the Company by reason of the following: (i) an the Executive’s conviction of, or a plea of nolo contendere to, any act of dishonesty made by Executive which constitutes a felony offense under applicable law in connection with the performance of the Executive’s responsibilities obligations on behalf of the Company or which affects the Executive’s ability to perform the Executive’s obligations as an employee that of the Company or under this Agreement or any non-competition agreement, confidentiality agreement or like agreement or covenant between the Executive and the Company or which materially and adversely affects the reputation and business activities of the Company; (ii) the Executive’s conviction of, or plea willful misconduct in connection with the performance of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act the Executive’s duties and responsibilities as an employee of moral turpitudethe Company; (iii) the Executive’s gross misconduct that materially and adversely affects commission of an act of embezzlement, fraud or dishonesty which results in a loss, damage or injury to the Company’s reputation or business; (iv) the Executive’s continued intentional refusal to perform his employment duties substantial and continuing gross negligence in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure duties as an employee of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s knowing unauthorized use or unauthorized disclosure of any written trade secret or confidential information of the Company policy or which adversely affects the business of the Company’s written code ; provided, that any disclosure of conduct that has been made available to Executive prior to such breach any trade secret or any other material agreement with confidential information of the Company or to a third party in the ordinary course of business who signs a confidentiality agreement shall not be deemed a breach of this subsection; (vi) substance or alcohol abuse for which the Executive has obstructed or impeded, or failed fails to materially cooperate with, any investigation authorized undertake and maintain treatment within five (5) days after requested in writing by the Board Company; (vii) the Executive’s continuing material failure or any governmental or self-regulatory entityrefusal to perform the Executive’s duties in accordance with the terms of this Agreement; provided, however that discharge pursuant to this subsection shall constitute discharge for Cause only if the Executive has first received written notice from the President or CEO of the Company stating with specificity the nature of such failure or refusal and, if requested by the Executive within ten (10) days thereafter, the Executive is afforded a reasonable opportunity to be heard before the Board; (viii) the Executive breaches a material provision of this Agreement; or (ix) the Executive’s failure to waive attorneyperform his duties at a location within the Newark 20-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curableMile Radius.

Cause. For purposes of this Agreement, “Cause” is defined asmeans conduct involving one or more of the following: (i) an act the conviction of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Company; (ii) Executive’s conviction of, or plea of nolo contendere by Executive to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitudeturpitude (including under federal securities laws); (iiiii) Executive’s gross misconduct that materially the willful, substantial and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal continuing failure of Executive to perform the reasonable duties of his employment duties in position for a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a period of at least thirty (30) days following written demand of performance notice from the Company which specifically sets forth Board to Executive that describes the factual basis for the CompanyBoard’s belief that Executive has not substantially performed his reasonable duties and for reasons other than serious illness or incapacity; (iii) willful misconduct, gross negligence, fraud, embezzlement, theft, misrepresentation or dishonesty by Executive continues involving the Company or any of its affiliates, in each case that is intended to refuse to cure such non-performance within thirty (30) days after receiving such noticeresult in the substantial personal enrichment of Executive; or (iv) Executive has breached any material term or condition Executive’s violation of the Executive’s Confidentiality Agreement or of any other confidentiality, non-competition or other written agreement or policy with or of the Company or has otherwise improperly disclosure of its affiliates, which violation results in material harm to the Company’s confidential or proprietary information that materially adversely affects the Company; , (v) Executive has breached any a material term or condition breach of the Executive’s any written Company policy or fiduciary duty to the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or , (vi) Executive’s failure to reasonably cooperate in any audit or investigation of the business or financial practices of the Company that continues after written notice from the Board and at least fifteen (15) days to cure, (vii) Executive has obstructed or impededsubstantially abusing alcohol, drugs, or failed similar substances, and such abuse in the Board’s judgment has materially affected Executive’s ability to materially cooperate withconduct the business of the Company in a proper and prudent manner. Other than for a termination pursuant to Section 13(b)(i), any investigation authorized by Executive will receive notice and an opportunity to be heard before the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection before any termination for Cause is deemed effective. If Executive wishes to avail himself of his opportunity to be heard before the Board prior to the Board’s termination of Executive’s employment for Cause, the Board may immediately place Executive on administrative leave (with such investigation will not constitute “Cause” provided, however, that full pay and benefits to the action or conduct described in clauses (iv), (vextent legally permissible) and suspend all access to Company information, employees and business. If Executive avails himself of his opportunity to be heard before the Board, and then fails to make himself available to the Board within five (vi5) above will constitute “business days of such request to be heard, the Board may thereafter cancel the administrative leave and terminate Executive for Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

Cause. The Company may terminate Executive’s employment hereunder immediately for Cause. For purposes of this Agreement, the Company shall have “Cause” is defined as: (i) an act to terminate Executive’s employment upon the occurrence of dishonesty made any of the following: i. the willful and continued failure by Executive in connection with to substantially perform his material duties or obligations hereunder (other than any such failure resulting from Executive’s responsibilities as an employee that materially adversely affects the Company; (ii) Executive’s conviction of, incapacity due to physical or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or businessmental illness), after Executive has received a written demand of for substantial performance from is delivered by the Company that specifically identifies the manner in which specifically sets forth the factual basis for the Company’s belief that Company believes Executive has not substantially performed his duties or obligations, and provides the Executive continues with at least 30 days to refuse effect a cure; ii. the willful engaging by Executive in misconduct which, in the reasonable opinion of the Board, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company; iii. the conviction of Executive of any felony or misdemeanor punishable by up to cure such non-one year in jail or the entry by Executive of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude; iv. Executive abuses alcohol, illegal drugs or other controlled substances which impact Executive’s performance within thirty (30) days after receiving such noticeof his duties or uses, possesses or is impaired by or under the influence of illegal drugs or controlled substances on the premises of the Company or any of its subsidiaries or while working or representing the Company or any of its subsidiaries, provided that the Executive may consume alcohol in reasonable amounts when made available at a Company or client function or meal; (iv) or v. the material breach by Executive has breached any of a material term or condition of this Agreement. vi. the Executive’s Confidentiality Agreement with commission or attempted commission of any act of willful misconduct or fraud, misappropriation of property belonging to the Company, embezzlement or similar acts of dishonesty related to the Company, or its owners, officers, employees, agents, or any related companies, or any of its customers vii. intentional and willful misconduct that may subject the Company to criminal or has otherwise improperly disclosure of the Company’s confidential civil liability, including but not limited to engaging in any discriminatory or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition sexually harassing behavior; viii. breach of the Executive’s any written Company policy or the Company’s written code duty of conduct that has been made available loyalty to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed diversion or impededusurpation of corporate opportunities properly belonging to the Company; For purposes of this Section 8(c), no act, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with act, on Executive’s own attorney part shall be considered “willful” if it was done, or omitted to be done, by him in connection good faith and with such investigation will not constitute “Cause” provided, however, the reasonable belief that the his action or conduct described omission was in clauses (ivthe best interest of the Company. Notwithstanding the foregoing, Executive’s employment shall not be deemed to have been terminated for Cause without the following delivery to Executive of a Notice of Termination in accordance with Section 8(e), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable.

Cause. The Company has the right to terminate Executive’s employment for Cause, and such termination will not be a breach of this Agreement by the Company. “Cause” is defined asmeans termination of employment for one of the following reasons: (i) an act the conviction of dishonesty made Executive by Executive in connection with a federal or state court of competent jurisdiction to a felony which relates to Executive’s responsibilities as an employee that materially adversely affects employment at the Company; (ii) Executive’s conviction of, an act or plea acts of nolo contendere to, a felony dishonesty taken by Executive and intended to result in substantial personal enrichment of Executive at the expense of the Company or any crime involving fraud, embezzlement affiliate; or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially “willful” failure to follow a direct, reasonable and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a lawful written demand of performance directive from the Chief Executive Officer of the Company delivered to the Executive which specifically sets forth identifies the factual basis for manner in which the Company’s belief that Chief Executive Officer believes the Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within the reasonable scope of Executive’s duties, which failure is not cured within thirty (30) days after receiving such notice; (iv) Executive has breached any material term days. For purposes of this Section 5(c), no act or condition of the failure to act on Executive’s Confidentiality Agreement with part shall be deemed “willful” unless done or omitted to be done by Executive, in bad faith and without reasonable belief that Executive’s action or omission was in the Company or has otherwise improperly disclosure best interest of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the unwillingness of Executive to accept an act that would constitute Good Reason or any other action by or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after at the request of the Chief Executive Officer that is contrary to this Agreement may not be considered by the Company to be a failure to perform or misconduct by Executive. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause for purposes of the Agreement unless and until there shall have been delivered to him a copy of a resolution, duly adopted by a vote of three-fourths (3/4) of the entire Board at a meeting of the Board called and held (after a notice to Executive identifying in reasonable detail the manner in which Company believes Cause exists and an opportunity for Executive and his counsel to prepare for and to be heard before the Board) for the purpose of considering whether Executive has provided you with written notice thereof been guilty of such a willful failure to perform or such willful misconduct as justifies termination for Cause hereunder, finding that, in the good faith opinion of the Board, Executive has been guilty thereof, and thirty (30) days to cure specifying the same if such action or conduct is curableparticulars thereof.

Cause. For purposes of this Agreement, “Cause” is defined asfor termination will mean any one or more of the following: (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Company; (iia) Executive’s conviction of, or plea of nolo contendere “guilty” or “no contest” to, a any felony or any crime involving fraud, embezzlement dishonesty, or moral turpitude under the laws of the United States or any other act of moral turpitudestate thereof; (iiib) Executive’s gross misconduct commission of, or participation in, a fraud or material act of dishonesty against the Company or any of its employees or directors that materially causes, or is reasonably likely to cause, material harm to the Company and/or its subsidiaries; (c) Executive’s intentional, material violation of any contract or agreement between the Executive and adversely affects the Company, the Company’s reputation employee handbook and employment policies, the Company’s Code of Conduct and Business Ethics, or businessof any statutory or legal duty owed to the Company; (ivd) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation unauthorized use or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly unauthorized disclosure of the Company’s confidential information or proprietary information that materially adversely affects trade secrets or other material breach of the CompanyConfidentiality Agreement (as defined below); (ve) Executive has breached any material term or condition of the Executive’s willful misconduct in the performance of Executive’s employment duties; and (f) Executive’s willful failure to reasonably cooperate with any written internal or external Company policy investigation or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with audit (whether being conducted by the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or selfa third-regulatory entityparty); provided, however that failure in order to waive attorney-client privilege relating to communications with terminate Executive’s own attorney in connection with such investigation will not constitute employment for “Cause” provided, however, that pursuant to the action or conduct described in clauses foregoing clause (iv), (ve) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you Board must first provide Executive with written notice thereof of the applicable Cause event (which specifically identifies, in reasonable detail, the basis for alleging a Cause event) within 30 days of the Company learning, or of when the Company reasonably should have been aware, of such Cause event, and thirty (30) provide Executive a period of 30 days thereafter to reasonably cure such Cause event, to the extent curable. If Executive fails to cure such Cause event with respect to clause (e) above within such period, then the same if such action or conduct is curabletermination of employment must be effective not later than 30 days after the end of Executive’s cure period.

Cause. Leucadia in its sole discretion may terminate your employment for “Cause”. “Cause” is defined asshall mean your: (ia) an act material breach of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Companyany written agreement between you and Leucadia; (iib) Executive’s material violation of any policy or procedure of Leucadia including, but not limited to the Code of Business Practice, that could result in harm to Leucadia, its reputation or employees; (c) violation of any Leucadia policy against discrimination or harassment; (d) violation of any federal, state, local, or foreign securities law, rule, or regulation or any rule or regulation of any securities exchange or association or other regulatory or self-regulatory body or agency; (e) arrest for, conviction of, or plea of guilty or nolo contendere to, a felony crime that either could result in your statutory disqualification or any crime involving fraudresults or could reasonably be expected to result in material and manifest harm to Leucadia, embezzlement its reputation, or any other act employees, and which Leucadia brings to your attention in writing not more than 30-days from the date of moral turpitudeits discovery by Leucadia specifying in detail the nature of such matter; (iiif) Executive’s gross misconduct engaging in criminal, illegal, dishonest, immoral, or unethical conduct related to your employment at Leucadia and that materially results in material and adversely affects manifest harm to Leucadia, its reputation, or employees, and which Leucadia brings to your attention in writing not more than 30-days from the Company’s reputation or businessdate of its discovery by Leucadia and specifying in detail the nature of such act; (ivg) Executive’s continued intentional refusal failure to perform his employment duties in a material fashion that materially obtain or maintain any registration, license, or other authorization or approval reasonably required by Leucadia after receiving written notice from Leucadia and adversely affects the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse failing to cure such nonfailure within 30-performance within thirty (30) days after receiving such written notice; (ivh) Executive has breached engaging in any material term act constituting a breach of fiduciary duty, gross negligence, or condition willful misconduct in connection with your employment and failing to cure such act within 30-days after receipt of written notice from the Company specifying in detail the nature of such act; or (i) refusal or failure to comply with any of the Executive’s Confidentiality Agreement with the Company reasonable directions of or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized procedures established by the Board of Directors of Leucadia, Leucadia’s Executive Committee, or any governmental your supervisor (unless such directions would result in the commission of an act that is illegal or selfunethical) after receiving written notice of such refusal or failure and failing to cure such failure within 30-regulatory entity; provideddays after receiving such written notice. An act, however that or failure to waive attorney-client privilege relating act, by you shall not be deemed “willful” for purposes of this paragraph III.B. if done or omitted to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” providedbe done by you (a) upon the advice of counsel for Leucadia, however, that the action or conduct described in clauses (iv), (v) and (vib) above will constitute “Cause” only if such action based upon the direction or conduct continues after instruction of the Company has provided you with written notice thereof and thirty (30) days to cure Leucadia Board or the same if such action President or conduct is curableCEO of Leucadia.

Cause. “Cause” is defined as: For purposes of this Term Sheet, Cause means: (ia) an Conviction of Trustee or Member of a felony involving dishonesty, fraud, theft, or embezzlement; (b) A material act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Company; (ii) Executive’s conviction ofdishonesty, fraud, theft, or plea embezzlement by Trustee or Member involving the Trust that is established to the satisfaction of nolo contendere to, a felony the Committee or any crime involving fraud, embezzlement or any other act of moral turpitude; the Court; (iiic) Executive’s gross misconduct that materially Willful and adversely affects continued failure by Trustee to substantially perform its duties as provided in the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, Trust Agreement after Executive has received a written demand for substantial performance is delivered to Trustee on behalf of performance from the Company Committee, which specifically sets forth demand identifies with reasonable specificity the factual basis for the Company’s belief that Executive manner in which Trustee has not substantially performed his duties its duties, and Executive continues to refuse Trustee has failed to cure such non-performance failure (if cure is possible) within thirty (30) 10 business days after receiving delivery of such demand; (d) Gross negligence or willful misconduct in the performance by Trustee of its duties under the Trust Agreement after written notice is delivered to Trustee on behalf of the Committee that identifies with reasonable specificity the manner in which Trustee has been grossly negligent or reckless, and Trustee has failed to cure such gross negligence or recklessness (if cure is possible) within 10 business days after delivery of such notice; (iv) Executive has breached any material term or condition of . Notwithstanding the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impededforegoing, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation Trustee will not constitute “Cause” provided, however, that the action or conduct described be deemed to have been terminated for Cause as defined in clauses Sections 6.1 (ivb), (vc) and (vid) unless and until there have been delivered to Trustee a copy of a resolution duly adopted by the Committee at a meeting of the Committee called and held for that purpose finding that, in the good faith opinion of the Committee, Trustee was guilty of conduct constituting Cause as defined above will constitute “Cause” only if and specifying the particulars of such action or conduct continues after finding in detail, and such finding shall have been approved by the Company has provided you Court following notice and hearing. Trustee must have been given reasonable notice of such meeting and Trustee, together with written notice thereof and thirty (30) days its counsel, must have been given an opportunity to cure be heard by the same if such action or conduct is curableCommittee at the meeting.

Cause. For purposes of this Agreement, “Cause” is defined as: will mean: (i) Acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations under this Agreement or otherwise relating to the business of the Company, or failure or refusal, after written notice thereof from the CEO and an opportunity to cure of at least 10 business days, to carry out lawful directions from the CEO with respect to Executive’s obligations under this Agreement or otherwise relating to the business of the Company; (ii) Any act of personal dishonesty made taken by Executive in connection with Executive’s his responsibilities as an employee of the Company with the intention or reasonable expectation that materially adversely affects such action may result in the Company; substantial personal enrichment of Executive; (iiiii) Executive’s conviction of, or plea of nolo contendere to, a felony that the Board reasonably believes has had or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects will have a material detrimental effect on the Company’s reputation or business; ; (iv) Executive’s continued intentional refusal A breach of any fiduciary duty owed to perform his employment duties in the Company by Executive that has a material fashion that materially and adversely affects detrimental effect on the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; ; (v) Executive has breached being found liable in any material term Securities and Exchange Commission or condition of the Executive’s other civil or criminal securities law action or entering any written Company policy or the Company’s written code of conduct that has been made available to Executive prior cease and desist order with respect to such breach action (regardless of whether or any other material agreement with the Company not Executive admits or denies liability); (vi) Executive has obstructed (A) obstructing or impededimpeding; (B) endeavoring to obstruct, impede or improperly influence, or failed (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; providedentity (an “Investigation”). However, however that Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation an Investigation will not constitute “Cause” provided, however, ”; or (vii) Executive’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive’s loss of any governmental or self-regulatory license that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after is reasonably necessary for Executive to perform his responsibilities to the Company has provided you with written notice thereof and under this Agreement, if (A) the disqualification, bar or loss continues for more than thirty (30) days days, and (B) during that period the Company uses its good faith efforts to cure cause the same disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during Executive’s employment, Executive will serve in the capacity contemplated by this Agreement to whatever extent legally permissible and, if such action or conduct Executive’s employment is curablenot permissible, Executive will be placed on leave (which will be paid to the extent legally permissible).

Cause. The term “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is defined asthen in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: (i) an any act or omission that constitutes a material breach by such Executive of dishonesty made by any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in connection with Executive’s responsibilities as an employee that materially adversely affects reasonable detail the Companynature of such breach; (ii) Executive’s conviction ofthe willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or plea investigation involving the Company and/or its subsidiaries) reasonably required of nolo contendere tohim (except termination due to death or permanent disability) after demand for performance is delivered by the Board, a felony or any crime involving fraudin writing, embezzlement or any other act of moral turpitudespecifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) Executive’s gross misconduct that materially conviction of such Executive of any willful and adversely affects material violation of any federal or state law or regulation directly related to the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or business, after Executive has received a written demand business of performance from the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv)any other willful misconduct by such Executive which specifically sets forth is materially injurious to the factual basis financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the Company’s belief that Executive has avoidance of doubt, the term “affiliate” as used in this Agreement shall not substantially performed his duties and Executive continues be construed to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached include any material term other portfolio companies of Vestar other than the Company or condition its subsidiaries), including, without limitation, a breach of the Executive’s Confidentiality Agreement with confidentiality obligation to the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s engagement in any written Company policy or Prohibited Activity during his employment with the Company’s , which remains uncured for 30 days after written code of conduct that has been made available to Executive prior notice to such breach or any other material agreement with Executive specifying in reasonable detail the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with nature of such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curablemisconduct.

Cause. “The Company may terminate Executive's employment hereunder for Cause” is defined as: . For purposes of this Agreement, the Company shall have "Cause" to terminate Executive's employment hereunder upon: (i) an act of dishonesty made the continued failure by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Company; (ii) Executive’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to substantially perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation hereunder (other than any such failure resulting from Executive's incapacity or business, disability due to physical or mental illness) after Executive has received a written demand of for substantial performance from is delivered by the Company specifically identifying the manner in which specifically sets forth the factual basis for the Company’s belief that Company believes Executive has not substantially performed his duties; (ii) dishonesty by Executive of a material nature that relates to the performance of the Executive's duties hereunder or the commission by Executive of an act of fraud upon, or willful misconduct toward, the Company, as reasonably determined by the CSI Board after a hearing following ten days' notice to Executive of such hearing and at which hearing Executive continues will be present and have the opportunity to refuse present Executive's position; (iii) criminal conduct by Executive (other than minor infractions and traffic violations) or the conviction of Executive, by a court of competent jurisdiction, of any felony (or plea of nolo contendere thereto) in each case other than alleged criminal conduct for which Executive is entitled to cure indemnification with respect to such non-performance within thirty (30) days after receiving such notice; conduct under any indemnity agreement or arrangement between the Executive and CSI and/or the Company; (iv) a material violation by Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with his duty of loyalty to the Company or has CSI which results or may result in material injury to the Company, CSI or any other Subsidiary of CSI; (v) a violation by Executive of Executive's covenants and obligations contained in Section 3(a) or 4 of this Agreement which is willful on Executive's part and which is not remedied to the reasonable satisfaction of the CSI Board in a reasonable period of time after receipt of written notice from the CSI Board; (vi) notwithstanding the provisions of Section 6(a), the use by Executive of alcohol which renders Executive unable to perform the essential functions of his position under this Agreement or the use by Executive of illegal or controlled drugs or other substances provided that the use of controlled drugs or substances as prescribed by a physician shall not constitute grounds for Cause; or (vii) the failure of Executive to cease any conduct determined in good faith by the CSI Board to be detrimental to the well-being or morale, or otherwise improperly disclosure not in the best interest, of the Company’s confidential or proprietary information that materially adversely affects the Company; (v) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach , CSI or any other material agreement with the Company or (vi) Subsidiary of CSI after written demand directing Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized cease such conduct is delivered by the CSI Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with specifically identifying such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curabledemanding cessation thereof.

Cause. The Company may terminate Executive's employment hereunder for Cause. For purposes of this Agreement, “Cause” is defined as: means: (i) an material act or acts of fraud or dishonesty made undertaken by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects during the Company; course of his employment; (ii) misconduct by Executive that is willful or deliberate on Executive’s part and that, in either event, is materially injurious to Company, monetarily or otherwise; (iii) the indictment, formal charge, conviction of Executive of, or the Executive entering of a plea of nolo contendere to, a felony or any crime misdemeanor involving fraud, embezzlement theft, dishonesty or any other act of moral turpitude; (iii) turpitude or a felony, or Executive’s gross misconduct that materially debarment by the U.S. Food and adversely affects the Company’s reputation Drug Administration from working in or business; providing services to any pharmaceutical or biotechnology company; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially breach of any terms and adversely affects the Company’s reputation or business, after conditions of this Agreement by Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive and such breach has not substantially performed his duties and been cured by Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) written notice thereof to Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the from Company’s confidential or proprietary information that materially adversely affects the Company; ; (v) Executive has breached any Executive’s material term failure to perform his duties or condition follow the lawful directions of the Executive’s any written Company policy or the Company’s written code of conduct that Board and such failure has not been made available to cured by Executive prior to such breach or any other material agreement with the Company or (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and within thirty (30) days after written notice thereof to cure Executive from Company; or (vi) a material breach of any of the same if Company’s written policies that have been provided to the Executive and such action breach has not been cured by Executive within thirty (30) days after written notice thereof to Executive from Company. In the event of termination for Cause, without limiting any of the Company’s rights or conduct is curableremedies in law and/or equity, Executive will only be entitled to receive within sixty (60) days after the date of the termination of Executive’s employment, the amount of the Accrued Obligations. Executive will not be entitled to any other salary, benefits, bonuses or other compensation after such date.

Cause. For purposes of this Agreement the term “Cause” is defined as: shall mean (iA) an act Director’s willful and material violation of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects any of the Company; (ii) Executive’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Ladder Company’s reputation or business; written policies and/or procedures where such policies and/or procedures (iv1) Executive’s continued intentional refusal are reasonable, legal, and ethical and (2) have been made available to perform his employment duties Director in a material fashion that materially writing, and adversely affects in any such case, following (x) delivery by the Company’s reputation or business, after Executive has received Requisite Members to Director of a written demand of performance from the Company notice which specifically sets forth identifies the factual basis for manner in which the Company’s belief Requisite Members believes that Executive Director has not substantially performed his duties willfully and Executive continues to refuse materially violated such written policies and/or procedures and (y) if such violation is capable of cure, the failure of Director to cure such nonviolation within the thirty-performance within thirty (30) days after receiving day period following the delivery of such notice; (ivB) Executive has breached any material term or Director’s engagement in willful misconduct materially injurious to the financial condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the any Ladder Company; (vC) Executive Director’s material breach of any provision of this Agreement and Director’s failure to cure such breach (if such breach is capable of cure) within thirty days following delivery by the Requisite Members to Director of a written notice which specifically identifies the provision in this Agreement which the Requisite Members believe Director has materially breached and the specific conduct constituting such material breach; (D) Director having become a Defaulting Member (as such term is defined in the Ladder Holdings LLC Agreement); (E) Director’s engagement in theft, embezzlement, fraud, or material misappropriation of any material term or condition of the Executive’s any written Company policy or the Ladder Company’s written code property; (F) Director’s conviction by a court of conduct that has been made available to Executive prior to such breach competent jurisdiction of (or Director’s plea of guilty or nolo contendere to) a felony involving dishonesty or moral turpitude (excluding any other material agreement with motoring offense for which a non-custodial sentence is received and excluding any conviction for “driving under the Company influence” or “driving while intoxicated”); or (viG) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with Director’s position as Chairman of one or more of the Ladder Companies, Director’s willful and material failure to attempt in good faith to comply with reasonable and material directions of the Board of Directors of Ladder Holdings (“Ladder Holdings Board”) that (1) have been duly approved by Ladder Holdings Board, (2) have been communicated in writing to Director, (3) are consistent with the duties and role of a chairman of a company of the nature and size of the Company and otherwise consistent with this Agreement, and (4) do not require actions that are illegal or unethical, and in any such investigation will not constitute “Cause” case, following (x) delivery by the Requisite Members to Director of a written notice which specifically identifies the manner in which the Requisite Members believes that Director has willfully and materially failed to comply with such directions and (y) if such failure is capable of cure, the failure of Director to cure such violation within the thirty-day period following the delivery of such notice; provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if Cause shall not exist unless such action or conduct continues after the Company has provided you failure by Director to comply with written notice thereof and thirty (30) days such directions of Ladder Holdings Board is reasonably likely to cure the same if such action or conduct is curablecause a significant financial loss to a Ladder Company.

Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, the term “Cause” is defined asshall mean: (i) an act a material breach by the Executive of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Companythis Agreement; (ii) other than as a result of physical or mental illness or injury, continued failure of the Executive to perform substantially the Executive’s conviction ofduties hereunder; (iii) gross negligence by the Executive, or plea willful misconduct by the Executive (including willful violation of written rules, regulations, procedures or instructions relating to the conduct of employees of the Company generally), which in either case causes (or should reasonably be expected to cause) material harm to the Company or the Parent (including indirectly through their subsidiaries); (iv) material failure by the Executive to use his best reasonable efforts to follow lawful instructions of the Board; or (v) the Executive is indicted for, or pleads nolo contendere to, a felony involving moral turpitude or any other serious crime involving fraud, embezzlement or any other act of moral turpitude; . In the case of clauses (i), (ii), (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation or business; (iv) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects the Company’s reputation or businessabove, after Executive has received a written demand of performance from the Company which specifically sets forth shall provide notice to the factual basis for Executive indicating in reasonable detail the Company’s belief events or circumstances that it believes constitute Cause hereunder, and provide the Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within with thirty (30) days after receiving delivery of such notice; (iv) Executive has breached any material term or condition notice to cure such purported Cause before termination of the Executive’s Confidentiality Agreement employment hereunder for Cause. For avoidance of doubt, placing the Executive on paid leave for up to sixty (60) days during which the Company continues to provide the Executive with the Company or has otherwise improperly disclosure Base Salary and other compensation and benefits required under Section 2 of this Agreement, pending the CompanyBoard’s confidential or proprietary information that materially adversely affects determination of whether there is a basis to terminate the Company; (v) Executive has breached any material term or condition for Cause, will not by itself constitute a termination of the Executive’s any written employment hereunder or provide the Executive with Good Reason to resign his employment until after such sixty (60) day period has elapsed without reinstatement or delivery of a Notice of Termination by the Company policy or the Company’s written code of conduct (it being understood that has been made available such sixty (60) day leave period shall be deemed to Executive prior to such breach or any other material agreement coincide with the sixty (60) day Company or (vicure period set forth in Section 3(e) Executive has obstructed or impededof this Agreement).If, subsequent to the Executive’s termination of employment hereunder for other than Cause, or failed subsequent to materially cooperate withthe Company providing notice of non-renewal subject to Section 3(a), any investigation authorized it is determined in good faith by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with the Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), employment could have been terminated for Cause pursuant to clause (v) and (vi) above will constitute “Cause” only if such action or conduct continues after of this Section 3(c), the Company has provided you with written notice thereof and thirty (30) days Executive’s employment shall, at the election of the Board, be deemed to cure have been terminated for Cause retroactively to the same if such action or conduct is curabledate the events giving rise to Cause occurred.

Cause. The employment of the Executive under this Agreement may be terminated by the Company upon written notice from the Board that Cause exists for termination. For the purposes of this Agreement, the term “Cause” is defined as: shall mean that, in the opinion of the Board, the Executive has (i) an act refused or failed to perform, to the reasonable satisfaction of dishonesty made the Board, any duties assigned to the Executive by the Board (consistent with his Chief Executive officer position) or contemplated or obligated under this Agreement, provided that such refusal or failure is not curable or cured within ten (10) days after written notice thereof from the Company specifying such refusal or failure in connection with reasonable detail, (ii) committed a breach of the terms of this Agreement or any other legal obligation to the Company, provided that such breach is not curable or cured within ten (10) days after written notice thereof from the Company specifying such breach in reasonable detail, (iii) failed to perform any of the Executive’s responsibilities as an employee obligations under the Confidentiality Agreement, (iv) demonstrated gross negligence or willful misconduct in the execution of the Executive’s duties, (v) been convicted of or pleaded nolo contendere to a felony or other serious crime, (vi) repeatedly and intemperately used alcohol or drugs in a manner that materially interferes with the performance of Executive’s duties, (vii) engaged in business practices or personal conduct which, in the reasonable opinion of the Board, are unethical or reflect adversely affects on the Company, (viii) misappropriated assets of the Company; (iiix) been repeatedly absent from work during normal business hours for reasons other than disability, appropriate vacation, or sick time; or (x) improperly used any former employer’s trade secrets. For the purposes of this Section, no act or failure to act on Executive’s conviction ofpart shall be considered “willful” unless it is done, or plea omitted to be done, by him in bad faith or without reasonable belief that his action or omission was in the best interests of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects the Company’s reputation . Any act or business; (iv) Executive’s continued intentional refusal failure to perform his employment duties in act by Executive that is either based upon authority given pursuant to a material fashion that materially and adversely affects resolution duly adopted by the Company’s reputation Board, or business, after Executive has received a written demand based upon the advice of performance from the Company which specifically sets forth the factual basis counsel for the Company, and that does not violate law or Executive’s belief fiduciary obligations to the Company shall be presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, if Executive is terminated for Cause and it is subsequently determined by an arbitrator that Executive has such termination was not substantially performed his duties and Executive continues to refuse to cure for Cause, then such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of termination shall be deemed a termination without Cause. By the same token, if the Executive’s Confidentiality Agreement with employment terminates for (i) Good Reason, but at a time when an arbitrator determines that the Company had Cause to terminate the Executive (or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; would have had Cause if it then knew all relevant facts) under (va) Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive prior to such breach or any other material agreement with the Company or Section 4(c)(iii) – (vi) Executive has obstructed or impeded, or failed to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (ivviii), (vb) Section 4(c)(x), (c) 4(c)(i) or (ii) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with gave Executive written notice thereof of its intent to assert that it had cause under either of those subsections within 10 business days of Executive having terminated his employment for Good Reason, or (d) under Section 4(c)(ii) as to any material breach by Executive; or (ii) any other reason, but at a time when an arbitrator determines that the Company had Cause to terminate the Executive under Section 4(c)(iii) or (viii) (or would have had Cause under either of those provisions if it then knew all relevant facts), Executive’s termination shall be treated as a discharge by the Company for Cause and thirty (30) days to cure the same if such action or conduct is curableExecutive shall repay the Company all benefits that he received on account of his termination in excess of those he would have received in a for Cause termination.

Cause. “The Company may terminate the Executive's employment for "Cause” ", effective as of the date of the Notice of Termination (as defined in Section 6 below), subject to the payment by the Company to the Executive of the benefits provided in Section 7(a) hereof. A termination for Cause is defined as: a termination made because the Executive has (iA) committed an act of dishonesty made by Executive fraud or embezzlement against the Company or any affiliate thereof, or (B) a knowing and willful unauthorized disclosure of Confidential Information (as defined in connection with Executive’s responsibilities as an employee that materially adversely affects Section 10 below) of the Company; (ii) Executive’s conviction of, which disclosure results in material damage to the Company, or (C) a breach of one or 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 (D) been convicted (or entered a plea of nolo contendere to, contendere) for the commission of (1) a felony or any (2) a crime involving fraud, embezzlement dishonesty or any other act of moral turpitude; or (iiiE) Executive’s gross engaged in intentional misconduct that materially and adversely affects as an employee of the Company’s , 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 business; conditions which constitute the alleged misconduct or violation and the specific cure requested by the Company and a reasonable opportunity to cure (ivif such misconduct is susceptible to cure by the Executive), including, but not limited to (1) Executive’s continued intentional refusal to perform his employment duties in a material fashion that materially and adversely affects violations by the Executive of written policies of the Company’s reputation , or businessspecific directions of the President, which policies or directives are not illegal (or do not involve illegal conduct) and do not require the Executive to violate reasonable business ethical standards, or (2) intentional violations of the Company's code of corporate conduct; or (F) failed, after Executive has received a written demand of performance notice from the Company which specifically sets forth to render services to the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term Company in accordance with this Agreement or condition of the Executive’s Confidentiality Agreement 's position and responsibilities with the Company or has otherwise improperly disclosure in a manner that amounts to gross neglect in the performance of his duties to the Company’s confidential . The Company may suspend the Executive, without pay, upon the Executive's indictment for the commission of (1) a felony or proprietary information that materially adversely affects (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; (v) . Upon such reinstatement, the Executive has breached any material term or condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available shall be entitled to Executive prior to such breach or any other material agreement with payment by the Company or (vi) of all Base Salary to which the Executive has obstructed or impeded, or failed would have otherwise been entitled to materially cooperate with, any investigation authorized by during the Board or any governmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with period of such investigation will not constitute “Cause” provided, however, that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curablesuspension.

Cause. For purposes of this Agreement, “Cause” is defined as: will mean: (i) Acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations under this Agreement or otherwise relating to the business of the Company, or failure or refusal, after written notice thereof from the Chairman of the Board and an opportunity to cure of at least 10 business days, to carry out lawful directions from the Board with respect to Executive’s obligations under this Agreement or otherwise relating to the business of the Company; (ii) Any act of personal dishonesty made taken by Executive in connection with Executive’s his responsibilities as an employee of the Company with the intention or reasonable expectation that materially adversely affects such action may result in the Company; substantial personal enrichment of Executive; (iiiii) Executive’s conviction of, or plea of nolo contendere to, a felony that the Board reasonably believes has had or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct that materially and adversely affects will have a material detrimental effect on the Company’s reputation or business; ; (iv) Executive’s continued intentional refusal A breach of any fiduciary duty owed to perform his employment duties in the Company by Executive that has a material fashion that materially and adversely affects detrimental effect on the Company’s reputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) days after receiving such notice; (iv) Executive has breached any material term or condition of the Executive’s Confidentiality Agreement with the Company or has otherwise improperly disclosure of the Company’s confidential or proprietary information that materially adversely affects the Company; ; (v) Executive has breached being found liable in any material term Securities and Exchange Commission or condition of the Executive’s other civil or criminal securities law action or entering any written Company policy or the Company’s written code of conduct that has been made available to Executive prior cease and desist order with respect to such breach action (regardless of whether or any other material agreement with the Company not Executive admits or denies liability); (vi) Executive has obstructed (A) obstructing or impededimpeding; (B) endeavoring to obstruct, impede or improperly influence, or failed (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity; providedentity (an “Investigation”). However, however that Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation an Investigation will not constitute “Cause” provided, however, ”; or (vii) Executive’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive’s loss of any governmental or self-regulatory license that the action or conduct described in clauses (iv), (v) and (vi) above will constitute “Cause” only if such action or conduct continues after is reasonably necessary for Executive to perform his responsibilities to the Company has provided you with written notice thereof and under this Agreement, if (A) the disqualification, bar or loss continues for more than thirty (30) days days, and (B) during that period the Company uses its good faith efforts to cure cause the same disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during Executive’s employment, Executive will serve in the capacity contemplated by this Agreement to whatever extent legally permissible and, if such action or conduct Executive’s employment is curablenot permissible, Executive will be placed on leave (which will be paid to the extent legally permissible).