Common use of Due Cause Clause in Contracts

Due Cause. The Company may terminate the Employment Period immediately upon written notice to Executive for a material breach of this Employment Agreement by Executive. The following events constitute the exclusive list of events that will be deemed a material breach of this Employment Agreement (each of which shall constitute "DUE CAUSE"): (i) Executive's material breach of any of Executive's obligations under the Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement; this Employment Agreement; the Subscription Agreement; the Amended and Restated Unitholders Agreement of CHATT, dated as of June 28, 2004, as in effect from time to time (the "Unitholders Agreement"); or the Limited Liability Company Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time (the "LLC Agreement"); or (ii) Executive's continued and deliberate neglect of, willful misconduct in connection with the performance of, or refusal to perform Executive's duties in accordance with SECTION 3 of this Employment Agreement, which, in the case of neglect or failure to perform, has not been cured within thirty (30) days after Executive has been provided notice of the same; or (iii) Executive's engagement in any conduct which injures the integrity, character, financial position or financial performance of the business or reputation of the Company or which impugns Executive's own integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of Vice President, Marketing of the Company; or (iv) the Board's good faith determination that Executive has committed an act or acts constituting a felony, or other act involving dishonesty, disloyalty or fraud against the Company. If the Employment Period is terminated pursuant to this SECTION 9(B), the Company shall have no further obligation to Executive except for salary and benefits accrued through the date of termination, and except as otherwise described in the Subscription Agreement.

Due Cause. The employment of the Executive hereunder may be terminated by the Company may terminate at any time for Due Cause (as hereinafter defined). In the Employment Period immediately upon written notice event of such termination, the Company shall pay to the Executive the portion of the Aggregate Salary provided for a material breach in Section 3 accrued to the date of this Employment Agreement by such termination and not theretofore paid to the Executive. The following events constitute Rights and benefits of the exclusive list Executive under the benefit plans and programs of events that will the Company shall be deemed a material breach determined in accordance with the provisions of this Employment Agreement (each of which such plans and programs. For purposes hereof, "Due Cause" shall constitute "DUE CAUSE"): mean (i) willful, gross neglect or willful, gross misconduct in the Executive's material breach discharge of any of Executive's obligations his duties and responsibilities under the Confidentialitythis Agreement, Inventions, Non-Competition and Non-Solicitation Agreement; this Employment Agreement; the Subscription Agreement; the Amended and Restated Unitholders Agreement of CHATT, dated as of June 28, 2004, as in effect from time to time (the "Unitholders Agreement"); or the Limited Liability Company Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time (the "LLC Agreement"); or (ii) the Executive's continued and deliberate neglect ofcommission of (x) a felony or (y) any crime or offense involving moral turpitude; provided, willful misconduct in connection with however, that the performance of, or refusal to perform Executive's duties in accordance with SECTION 3 of this Employment Agreement, which, in the case of neglect or failure to perform, has not been cured within thirty (30) days after Executive has been provided shall be given written notice by a majority of the same; or (iii) Executive's engagement in any conduct which injures the integrity, character, financial position or financial performance Board of the business or reputation Directors of the Company or which impugns that it intends to terminate the Executive's own integrityemployment for Due Cause, character which written notice shall specify the act or reputation so as to cause Executive to be unfit to act in acts upon the capacity basis of Vice President, Marketing which the majority of the Company; or Board of Directors of the Company intends so to terminate the Executive's employment, and the Executive shall then be given the opportunity, within fifteen (iv15) days of his receipt of such notice, to have a meeting with the Board's good faith determination that Executive has committed Board of Directors of the Company to discuss such act or acts. If the basis of such written notice is other than an act or acts constituting a felonydescribed in clause (ii), the Executive shall be given seven (7) days after such meeting within which to cease or other act involving dishonestycorrect the performance (or nonperformance) giving rise to such written notice and, disloyalty upon failure of the Executive within such seven (7) days to cease or fraud correct such performance (or nonperformance), the Executive's employment by the Company shall automatically be terminated hereunder for Due Cause. After the satisfaction of any claim of the Company against the Company. If Executive incidental to such Due Cause, neither the Employment Period is terminated pursuant to this SECTION 9(B), Executive nor the Company shall have no any further obligation to Executive except for salary and benefits accrued through the date of terminationrights or obligations under this Agreement, and except as otherwise described provided in the Subscription AgreementSections 10, 11, 12, 13, 15, 19 and 20.

Due Cause. The If, during the Employment Term, the Company may has Due Cause (as hereinafter defined) to terminate the Employment Period Employee’s employment, the Company will be entitled to terminate the Employee’s employment at any time by delivering written notice of such termination to the Employee, in which event (i) the Employee’s termination will be effective immediately upon on the delivery of that notice, (ii) the Company will pay to the Employee a lump sum amount, due on termination, equal to one (1) month of his then current Base Salary, and (iii) all the rights and benefits the Employee may have under all employee benefit, bonus and/or stock option plans and programs of and/or agreements with the Company, if any, will be determined in accordance with the terms and conditions thereof based on the Employee’s employment being terminated thereunder for all purposes as of the date his employment is terminated under this Agreement. “Due Cause” means: (i) the Employee has committed a willful serious act that constitutes personal dishonesty, such as fraud, embezzlement or theft, against the Company; (ii) the Employee has been convicted of a felony (or entered a plea of nolo contendre to a felony charge); (iii) the Employee has engaged in willful conduct that has caused demonstrable and serious injury, monetary or otherwise, to the Company; (iv) the Employee, in carrying out his duties hereunder, has been guilty of willful gross neglect or willful gross misconduct; (v) the Employee has refused to carry out his duties hereunder and, after receiving written notice to Executive for a material breach of this Employment Agreement by Executive. The following events constitute the exclusive list of events that will be deemed a material breach of this Employment Agreement (each of which shall constitute "DUE CAUSE"): (i) Executive's material breach of any of Executive's obligations under the Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement; this Employment Agreement; the Subscription Agreement; the Amended and Restated Unitholders Agreement of CHATT, dated as of June 28, 2004, as in such effect from time the Company, failed to time cure the existing problem within thirty (the "Unitholders Agreement")30) days of receipt of such written notice; or (vi) the Limited Liability Company Employee has materially breached this Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time (the "LLC Agreement"); or (ii) Executive's continued and deliberate neglect of, willful misconduct in connection with the performance of, or refusal to perform Executive's duties in accordance with SECTION 3 of this Employment Agreement, which, in the case of neglect or failure to perform, has not been cured remedied that breach within thirty (30) days after Executive has been provided receipt of written notice of the same; or (iii) Executive's engagement in any conduct which injures the integrity, character, financial position or financial performance of the business or reputation of from the Company or which impugns Executive's own integrity, character or reputation so as to cause Executive to be unfit to act in that the capacity of Vice President, Marketing of the Company; or (iv) the Board's good faith determination that Executive breach has committed an act or acts constituting a felony, or other act involving dishonesty, disloyalty or fraud against the Company. If the Employment Period is terminated pursuant to this SECTION 9(B), the Company shall have no further obligation to Executive except for salary and benefits accrued through the date of termination, and except as otherwise described in the Subscription Agreementoccurred.

Due Cause. The Company may terminate the Employment Period immediately upon written notice to Executive for a material breach of this Employment Agreement by Executive. The following events constitute the exclusive list of events that will be deemed a material breach of this Employment Agreement (each of which shall constitute "DUE CAUSE"): (i) Executive's material breach of any of Executive's obligations under the Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement; this Employment Agreement; the Subscription Agreement; the Amended and Restated Unitholders Agreement of CHATT, dated as of June 28, 2004, as in effect from time to time (the "Unitholders Agreement"); or the Limited Liability Company Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time (the "LLC Agreement"); or (ii) Executive's continued and deliberate neglect of, willful misconduct in connection with the performance of, or refusal to perform Executive's duties in accordance with SECTION 3 of this Employment Agreement, which, in the case of neglect or failure to perform, has not been cured within thirty (30) days after Executive has been provided notice of the same; or (iii) Executive's engagement in any conduct which injures the integrity, character, financial position or financial performance of the business or reputation of the Company or which impugns Executive's own integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of Vice PresidentVP Sales, Marketing National Accounts & Dynamic Design of the Company; or (iv) the Board's good faith determination that Executive has committed an act or acts constituting a felony, or other act involving dishonesty, disloyalty or fraud against the Company. If the Employment Period is terminated pursuant to this SECTION 9(B), the Company shall have no further obligation to Executive except for salary and benefits accrued through the date of termination, and except as otherwise described in the Subscription Agreement.

Due Cause. The Company may immediately terminate the Employment Period immediately Employee's employment, for "Due Cause" (as defined below) upon written notice by the Company to Executive for a material breach of this Employment Agreement by Executiveidentifying the act or acts constituting Due Cause. The following events constitute constitutes the exclusive list of events that will be deemed provide the Company with a material breach of this Employment Agreement (each of which shall constitute "DUE CAUSE"):basis to terminate Executive's employment with the Company for Due Cause: (i) Executive's material breach of any of Executive's obligations under the Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement; , this Employment Agreement; , or any other written agreement with the Subscription Agreement; the Amended and Restated Unitholders Agreement Company or any of CHATT, dated as of June 28, 2004, as in effect from time to time (the "Unitholders Agreement"); or the Limited Liability Company Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time (the "LLC Agreement")its Affiliates; or (ii) Executive's continued and deliberate neglect of, willful misconduct in connection with the performance of, or refusal to perform Executive's duties in accordance with SECTION Section 3 of this Employment Agreement, which, in the case of neglect or failure refusal to perform, has not been cured within thirty (30) days after Executive has been provided notice of the same; or (iii) Executive's engagement in any conduct which injures the integrity, character, financial position or financial performance of the business or reputation of the Company CHATT or any of its subsidiaries or which impugns Executive's own integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of Senior Executive Vice President, Marketing President of Business Development of the Company; or (iv) the Board's good faith determination that Executive has committed an act or acts constituting a felony, or other act involving dishonesty, disloyalty or fraud against the CompanyCHATT or any of its subsidiaries. If the Employment Period is terminated pursuant to this SECTION 9(BSection 9(b), the Company shall have no further obligation to Executive except for salary and benefits accrued through the date of termination, and except as otherwise described in the Subscription AgreementAccrued Benefits.

Due Cause. The Company may immediately terminate the Employment Period immediately Employee's employment, for "Due Cause" (as defined below) upon written notice by the Company to Executive for a material breach of this Employment Agreement by Executiveidentifying the act or acts constituting Due Cause. The following events constitute constitutes the exclusive list of events that will be deemed provide the Company with a material breach of this Employment Agreement (each of which shall constitute "DUE CAUSE"):basis to terminate Executive's employment with the Company for Due Cause: (i) Executive's material breach of any of Executive's obligations under the Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement; , this Employment Agreement; , or any other written agreement with the Subscription Agreement; the Amended and Restated Unitholders Agreement Company or any of CHATT, dated as of June 28, 2004, as in effect from time to time (the "Unitholders Agreement"); or the Limited Liability Company Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time (the "LLC Agreement")its Affiliates; or (ii) Executive's continued and deliberate neglect of, willful misconduct in connection with the performance of, or refusal to perform Executive's duties in accordance with SECTION Section 3 of this Employment Agreement, which, in the case of neglect or failure refusal to perform, has not been cured within thirty (30) days after Executive has been provided notice of the same; or (iii) Executive's engagement in any conduct which injures the integrity, character, financial position or financial performance of the business or reputation of the Company or any of its Affiliates or which impugns Executive's own integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of Vice President, Marketing President and Chief Financial Officer of the CompanyUnionTools; or (iv) the ▇▇▇▇ Board's good faith determination that Executive has committed an act or acts constituting a felony, or other act involving dishonesty, disloyalty or fraud against the CompanyCompany or any of its Affiliates. If the Employment Period is terminated pursuant to this SECTION 9(BSection 9(b), the Company shall have no further obligation to Executive except for salary and benefits accrued through the date of termination, and except as otherwise described in the Subscription AgreementAccrued Benefits.

Due Cause. The employment of the Employee hereunder may be terminated by the Company may terminate at any time during the Employment Period immediately upon term of this Agreement for Due Cause. Said termination shall be evidenced by written notice thereof to Executive the Employee, which notice shall specify the cause for the termination. For purposes of this Agreement, the term "Due Cause" shall be defined as (i) the inability of the Employee, for any reason other than authorized vacation, to perform her duties under this Agreement for a thirty (30) consecutive calendar day period; (ii) dishonesty; (iii) theft; (iv) indictment on a felony; (v) any material breach of this Employment Agreement by Executive. The following events constitute the exclusive list of events that will be deemed a material breach of this Employment Agreement (each of which shall constitute "DUE CAUSE"): (i) Executive's material breach of any of Executive's obligations under the Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement; this Employment Agreement; (vi) the Subscription Agreement; failure of the Amended and Restated Unitholders Agreement Employee, for any reason, within five (5) calendar days after receipt by the Employee of CHATTa written notice from the Company, dated as of June 28to correct, 2004, as in effect from time to time (the "Unitholders Agreement"); or the Limited Liability Company Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time (the "LLC Agreement"); or (ii) Executive's continued and deliberate neglect of, willful misconduct in connection with the performance ofcease, or refusal to perform Executive's duties in accordance with SECTION 3 of this Employment Agreement, which, in the case of neglect otherwise alter any conduct or failure to performact by the Employee which the Company, has not been cured in its sole discretion, considers insubordination or which the Company considers material to its operation; (vii) the failure of the Employee, within thirty (30) calendar days after Executive has been provided receipt by the Employee of a written notice of from the sameEmployer, to materially improve performance which the Employer, in its reasonable discretion, considers unsatisfactory; or and (iiiviii) Executive's engagement in any conduct which injures the integrityother act, character, financial position or financial performance of the business or reputation of the Company or which impugns Executive's own integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of Vice President, Marketing of the Company; or (iv) the Board's good faith determination that Executive has committed an act or acts constituting a felonyomission, or other act involving dishonesty, disloyalty series or fraud against combination of same which the Companylaw recognizes as constituting "cause" for termination of employment. If the Employment Period is terminated pursuant to this SECTION 9(B)Promptly after such termination, the Company shall have no further obligation pay to Executive except the Employee the salary provided for salary and benefits in Section 3.1 (at the annual rate then in effect) accrued through to the date of terminationsuch termination and not theretofore paid. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9, and except as otherwise described in the Subscription Agreement10.

Due Cause. Nothing herein shall prevent Advance from terminating the Employee’s employment at any time for “Due Cause” (as hereinafter defined). The Company Employee shall continue to receive the Employee’s base salary only through the period ending with the date of such termination. Any rights and benefits the Employee may terminate have under Advance’s employee benefit plans and programs shall be determined in accordance with the Employment Period terms of such plans and programs. Except as provided in the two immediately upon written notice preceding sentences, after termination of employment for Due Cause the Employee shall not be entitled to Executive for any compensation or benefits from Advance or hereunder. For purposes of this Agreement, “Due Cause” shall mean: (i) a material breach by the Employee of the Employee’s duties and obligations under this Employment Agreement by Executive. The following events constitute the exclusive list of events that will be deemed a or violation in any material breach of this Employment Agreement (each of which shall constitute "DUE CAUSE"): (i) Executive's material breach respect of any code or standard of Executive's obligations under conduct generally applicable to the Confidentialityofficers of Advance, Inventionsincluding, Non-Competition but not limited to, Advance’s Code of Ethics and Non-Solicitation Agreement; this Employment Agreement; the Subscription Agreement; the Amended and Restated Unitholders Agreement of CHATTBusiness Conduct, dated as of June 28, 2004, as in effect from time to time (the "Unitholders Agreement"); or the Limited Liability Company Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time (the "LLC Agreement"); or (ii1) Executive's continued which is willful and deliberate neglect ofon the Employee’s part, willful misconduct (2) which is not due to the disability of the Employee, (3) which is committed in connection with bad faith or without reasonable belief that such breach is in the performance ofbest interests of Advance, or refusal to perform Executive's duties in accordance with SECTION 3 of this Employment Agreement, and (4) which, in the case of neglect or failure to performif curable, has not been cured by the Employee within thirty (30) 15 business days after Executive has been provided Employee’s receipt of notice to the Employee specifying the nature of such breach or violations; (ii) a material violation by the Employee of the sameEmployee’s Loyalty Obligations as provided in Section 10 of this Agreement; or (iii) Executive's engagement in conviction of a crime of moral turpitude or a felony of any conduct which injures the integritytype or a misdemeanor involving theft, characterfraud, financial position breach of trust, or financial performance of the business or reputation of the Company or which impugns Executive's own integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of Vice President, Marketing of the Companymisappropriation; or (iv) willfully engaging by the Board's good faith Employee in conduct that is demonstrably and materially injurious to Advance, monetarily or otherwise; or (v) a determination by Advance that Executive has committed an act or acts constituting a felony, or other act involving dishonesty, disloyalty or fraud against the CompanyEmployee is in material violation of Advance’s Substance Abuse Policy. If the Employment Period is terminated pursuant to this SECTION 9(B), the Company shall have no further obligation to Executive except for salary and benefits accrued through the date of termination, and except as otherwise described in the Subscription Agreement10.

Due Cause. The Company may immediately terminate the Employment Period immediately Employee’s employment, for ‘‘Due Cause’’ (as defined below) upon written notice by the Company to Executive for a material breach of this Employment Agreement by Executiveidentifying the act or acts constituting Due Cause. The following events constitute constitutes the exclusive list of events that will be deemed provide the Company with a material breach of this Employment Agreement (each of which shall constitute "DUE CAUSE"):basis to terminate Executive’s employment with the Company for Due Cause: (i) Executive's ’s material breach of any of Executive's ’s obligations under the Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement; , this Employment Agreement; , or any other written agreement with the Subscription Agreement; the Amended and Restated Unitholders Agreement Company or any of CHATT, dated as of June 28, 2004, as in effect from time to time (the "Unitholders Agreement"); or the Limited Liability Company Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time (the "LLC Agreement")its Affiliates; or (ii) Executive's ’s continued and deliberate neglect of, willful misconduct in connection with the performance of, or refusal to perform Executive's ’s duties in accordance with SECTION Section 3 of this Employment Agreement, which, in the case of neglect or failure refusal to perform, has not been cured within thirty (30) days after Executive has been provided notice of the same; or (iii) Executive's ’s engagement in any conduct which injures the integrity, character, financial position or financial performance of the business or reputation of the Company CHATT or any of its subsidiaries or which impugns Executive's ’s own integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of Senior Executive Vice President, Marketing President of Business Development of the Company; or (iv) the Board's ’s good faith determination that Executive has committed an act or acts constituting a felony, or other act involving dishonesty, disloyalty or fraud against the CompanyCHATT or any of its subsidiaries. If the Employment Period is terminated pursuant to this SECTION 9(BSection 9(b), the Company shall have no further obligation to Executive except for salary and benefits accrued through the date of termination, and except as otherwise described in the Subscription AgreementAccrued Benefits.

Due Cause. The Company may terminate the Employment Period immediately upon written notice to Executive for a material breach of this Employment Agreement by ExecutiveDue Cause. The following events constitute the exclusive list of events that will be deemed a material breach of this Employment Agreement (each of which shall to constitute "DUE CAUSE"):“Due Cause”: (i) Executive's material ’s breach of any of Executive's ’s obligations under the Confidentiality, Inventions, Non-Competition Inventions and Non-Solicitation Agreement; , this Employment Agreement; , the Subscription Management Agreement; , the Amended and Restated Unitholders Registration Rights Agreement of CHATT, dated as of June 28, 2004, as in effect from time to time (the "Unitholders Agreement"); or the Limited Liability Company Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time (the "LLC Stockholders Agreement"); or (ii) Executive's continued and deliberate ’s neglect of, willful misconduct in connection with the performance of, or refusal to perform Executive's ’s duties in accordance with SECTION Section 3 of this Employment Agreement, which, in the case of neglect or failure refusal to perform, has not been cured to the Company’s good faith satisfaction within thirty (30) days after Executive has been provided written notice of the samesame and the corrective action required by the Company; or (iii) Executive's ’s engagement in any conduct which injures the integrity, character, financial position or financial performance of the business integrity or reputation of the Company or which impugns Executive's ’s own integrity, character integrity or reputation so as to cause Executive to be unfit to act in the capacity of Vice President, Marketing Bakers Square Division of the Company; or (iv) the Board's good faith determination that Executive has committed Executive’s commission of an act or acts constituting a felony, or any other act or acts involving dishonesty, disloyalty or fraud against the Company. If the Employment Period is terminated pursuant to this SECTION 9(BSection 11(b), the Company shall have no further obligation to Executive except for salary Base Salary and benefits accrued through the date of termination, and except as otherwise described in the Subscription Agreement.

Due Cause. The Company may immediately terminate the Employment Period immediately Employee’s employment, for ‘‘Due Cause’’ (as defined below) upon written notice by the Company to Executive for a material breach of this Employment Agreement by Executiveidentifying the act or acts constituting Due Cause. The following events constitute constitutes the exclusive list of events that will be deemed provide the Company with a material breach of this Employment Agreement (each of which shall constitute "DUE CAUSE"):basis to terminate Executive’s employment with the Company for Due Cause: (i) Executive's ’s material breach of any of Executive's ’s obligations under the Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement; , this Employment Agreement; , or any other written agreement with the Subscription Agreement; the Amended and Restated Unitholders Agreement Company or any of CHATT, dated as of June 28, 2004, as in effect from time to time (the "Unitholders Agreement"); or the Limited Liability Company Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time (the "LLC Agreement")its Affiliates; or (ii) Executive's ’s continued and deliberate neglect of, willful misconduct in connection with the performance of, or refusal to perform Executive's ’s duties in accordance with SECTION Section 3 of this Employment Agreement, which, in the case of neglect or failure refusal to perform, has not been cured within thirty (30) days after Executive has been provided notice of the same; or (iii) Executive's ’s engagement in any conduct which injures the integrity, character, financial position or financial performance of the business or reputation of the Company or any of its Affiliates or which impugns Executive's ’s own integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of Vice President, Marketing President and Chief Financial Officer of the CompanyUnionTools; or (iv) the ▇▇▇▇ Board's ’s good faith determination that Executive has committed an act or acts constituting a felony, or other act involving dishonesty, disloyalty or fraud against the CompanyCompany or any of its Affiliates. If the Employment Period is terminated pursuant to this SECTION 9(BSection 9(b), the Company shall have no further obligation to Executive except for salary and benefits accrued through the date of termination, and except as otherwise described in the Subscription AgreementAccrued Benefits.

Due Cause. The Company may terminate the Employment Period immediately upon written notice to Executive for a material breach of this Employment Agreement by Executive. The following events constitute the exclusive list of events that will be deemed a material breach of this Employment Agreement (each of which shall constitute "DUE CAUSE"): (i) Executive's material breach of any of Executive's obligations under the Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement; this Employment Agreement; the Subscription Agreement; the Amended and Restated Unitholders Agreement of CHATT, dated as of June 28, 2004, as in effect from time to time (the "Unitholders Agreement"); or the Limited Liability Company Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time (the "LLC Agreement"); or (ii) Executive's continued and deliberate neglect of, willful misconduct in connection with the performance of, or refusal to perform Executive's duties in accordance with SECTION 3 of this Employment Agreement, which, in the case of neglect or failure to perform, has not been cured within thirty (30) days after Executive has been provided notice of the same; or (iii) Executive's engagement in any conduct which injures the integrity, character, financial position or financial performance of the business or reputation of the Company or which impugns Executive's own integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of Vice President, Marketing CEO of the Company; or (iv) the Board's good faith determination that Executive has committed an act or acts constituting a felony, or other act involving dishonesty, disloyalty or fraud against the Company. If the Employment Period is terminated pursuant to this SECTION 9(B), the Company shall have no further obligation to Executive except for salary and benefits accrued through the date of termination, and except as otherwise described in the Subscription Agreement.

Due Cause. The Company may terminate the Employment Period immediately upon written notice to Executive for a material breach of this Employment Agreement by Executive. The following events constitute the exclusive list of events that will be deemed a material breach of this Employment Agreement (each of which shall constitute "DUE CAUSE"): (i) Executive's material breach of any of Executive's obligations under the Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement; this Employment Agreement; the Subscription AgreementAgreements; the Amended and Restated Unitholders Agreement of CHATT, dated as of June 28, 2004, as in effect from time to time (the "Unitholders Agreement"); or the Limited Liability Company Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time (the "LLC Agreement") or the Registration Rights Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time (the "Registration Rights Agreement"); or (ii) Executive's continued and deliberate neglect of, willful misconduct in connection with the performance of, or refusal to perform Executive's duties in accordance with SECTION 3 of this Employment Agreement, which, in the case rase of neglect or failure to perform, has not been cured within thirty (30) days after Executive has been provided notice of the same; or (iii) Executive's engagement in any conduct which injures the integrity, character, financial position or financial performance of the business or reputation of the Company or which impugns Executive's own integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of Vice President, Marketing CFO of the Company; or (iv) the Board's good faith determination that Executive has committed an act or acts constituting a felony, or other act involving dishonesty, disloyalty or fraud against the Company. If the Employment Period is terminated pursuant to this SECTION 9(B9(b), the Company shall have no further obligation to Executive except for salary and benefits accrued through the date of termination, and except as otherwise described in the Subscription AgreementAccrued Benefits.

Due Cause. The employment of the Executive hereunder may be terminated by the Company may terminate at any time for Due Cause (as hereinafter defined). In the Employment Period immediately upon written notice event of such termination, the Company shall pay to the Executive for a material breach within ten (10) business days after the date of this Employment Agreement by such termination the Base Salary (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid to the Executive. The following events constitute Company shall also pay to the exclusive list of events that will be deemed a material breach of this Employment Agreement (each of Executive any Bonus which is then or shall constitute thereafter become payable to the Executive under Section 3. For purposes hereof, "DUE CAUSE"): Due Cause" shall mean (i) willful, gross neglect or willful, gross misconduct in the Executive's material breach discharge of any of Executive's obligations his duties and responsibilities under the Confidentialitythis Agreement, Inventions, Non-Competition and Non-Solicitation Agreement; this Employment Agreement; the Subscription Agreement; the Amended and Restated Unitholders Agreement of CHATT, dated as of June 28, 2004, as in effect from time to time (the "Unitholders Agreement"); or the Limited Liability Company Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time (the "LLC Agreement"); or (ii) the Executive's continued and deliberate neglect ofconviction of a felony; provided, willful misconduct in connection with however, that the performance of, or refusal to perform Executive's duties in accordance with SECTION 3 of this Employment Agreement, which, in the case of neglect or failure to perform, has not been cured within thirty (30) days after Executive has been provided shall be given written notice by a majority of the same; or (iii) Executive's engagement in any conduct which injures the integrity, character, financial position or financial performance Board of the business or reputation Directors of the Company or which impugns that it intends to terminate the Executive's own integrityemployment for Due Cause, character which written notice shall specify the act or reputation so as to cause Executive to be unfit to act in acts upon which the capacity of Vice President, Marketing majority of the Company; or Board of Directors of the Company intends so to terminate the Executive's employment, and the Executive shall then be given the opportunity, within fifteen (iv15) days of his receipt of such notice, to have a meeting with the Board's good faith determination that Executive has committed Board of Directors of the Company to discuss such act or acts. If the basis of such written notice is other than an act or acts constituting a felony, or other act involving dishonesty, disloyalty or fraud against the Company. If the Employment Period is terminated pursuant to this SECTION 9(Bdescribed in clause (ii), the Executive shall be given seven (7) days after such meeting within which to cease or correct the performance (or nonperformance) giving rise to such written notice and, upon failure of the Executive within such seven (7) days to cease or correct such performance (or nonperformance), the Executive's employment by the Company shall have no further obligation to Executive except automatically be deemed terminated hereunder for salary and benefits accrued through the date of termination, and except as otherwise described in the Subscription AgreementDue Cause.

Due Cause. The Company may terminate the Employment Period immediately upon written notice to Executive for a material breach of this Employment Agreement by Executive. The following events constitute the exclusive list of events that will be deemed a material breach of this Employment Agreement (each of which shall constitute "DUE CAUSE"“Due Cause”): (i) Executive's ’s material breach of any of Executive's ’s obligations under (a) the Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement; , (b) this Employment Agreement; , (c) any Subscription Agreement pursuant to which Executive is issued or acquires equity interests in CHATT, (d) to the Subscription Agreement; extent party thereto, the Amended and Restated Unitholders Agreement of CHATT, dated as of June 28, 2004, as in effect from time to time time, (e) to the "Unitholders Agreement"); or extent party thereto, the Limited Liability Company Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time or (f) to the "LLC Agreement")extent party thereto, the Registration Rights Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time; or (ii) Executive's ’s continued and deliberate neglect of, willful misconduct in connection with the performance of, or refusal to perform Executive's ’s duties in accordance with SECTION Section 3 of this Employment Agreement, which, in the case of neglect or failure to perform, has not been cured within thirty (30) days after Executive has been provided notice of the same; or (iii) Executive's ’s engagement in any conduct which injures the integrity, character, financial position or financial performance of the business or reputation of the Company or which impugns Executive's ’s own integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of the Senior Vice President, President of Sales and Marketing of the Company; or (iv) the Board's ’s good faith determination that Executive has committed an act or acts constituting a felony, or other act involving dishonesty, disloyalty or fraud against the Company. If the Employment Period is terminated pursuant to this SECTION 9(BSection 9(b), the Company shall have no further obligation to Executive except for salary and benefits accrued through the date of termination, and except as otherwise described in the Subscription AgreementAccrued Benefits.

Due Cause. The employment of the Employee hereunder may be --------- terminated by the Company may terminate at any time during the Employment Period immediately upon term of this Agreement for Due Cause. Said termination shall be evidenced by written notice thereof to Executive the Employee, which notice shall specify the cause for the termination. For purposes of this Agreement, the term "Due Cause" shall be defined as (i) the inability of the Employee, for any reason other than authorized vacation, to perform his duties under this Agreement for a thirty (30) consecutive calendar day period; (ii) dishonesty; (iii) theft; (iv) indictment on a felony; (v) any material breach of this Employment Agreement by Executive. The following events constitute the exclusive list of events that will be deemed a material breach of this Employment Agreement (each of which shall constitute "DUE CAUSE"): (i) Executive's material breach of any of Executive's obligations under the Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement; this Employment Agreement; (vi) the Subscription Agreement; failure of the Amended and Restated Unitholders Agreement Employee, for any reason, within five (5) calendar days after receipt by the Employee of CHATTa written notice from the Company, dated as of June 28to correct, 2004, as in effect from time to time (the "Unitholders Agreement"); or the Limited Liability Company Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time (the "LLC Agreement"); or (ii) Executive's continued and deliberate neglect of, willful misconduct in connection with the performance ofcease, or refusal to perform Executive's duties in accordance with SECTION 3 of this Employment Agreement, which, in the case of neglect otherwise alter any conduct or failure to performact by the Employee which the Company, has not been cured in its sole discretion, considers insubordination or which the Company considers material to its operation; (vii) the failure of the Employee, within thirty (30) calendar days after Executive has been provided receipt by the Employee of a written notice of from the sameEmployer, to materially improve performance which the Employer, in its reasonable discretion, considers unsatisfactory; or and (iiiviii) Executive's engagement in any conduct which injures the integrityother act, character, financial position or financial performance of the business or reputation of the Company or which impugns Executive's own integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of Vice President, Marketing of the Company; or (iv) the Board's good faith determination that Executive has committed an act or acts constituting a felonyomission, or other act involving dishonesty, disloyalty series or fraud against combination of same which the Companylaw recognizes as constituting "cause" for termination of employment. If the Employment Period is terminated pursuant to this SECTION 9(B)Promptly after such termination, the Company shall have no further obligation pay to Executive except the Employee the salary provided for salary and benefits in Section 3.1 (at the annual rate then in effect) accrued through to the date of terminationsuch termination and not theretofore paid. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9, and except as otherwise described in the Subscription Agreement10.

Due Cause. The Company may terminate the Employment Period immediately upon written notice to Executive for a material breach of this Employment Agreement by Executive. The following events constitute the exclusive list of events that will be deemed a material breach of this Employment Agreement (each of which shall constitute "DUE CAUSE"“Due Cause”): (i) Executive's ’s material breach of any of Executive's ’s obligations under (a) the Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement; , (b) this Employment Agreement; , (c) any Subscription Agreement pursuant to which Executive is issued or acquires equity interests in CHATT, (d) to the Subscription Agreement; extent party thereto, the Amended and Restated Unitholders Agreement of CHATT, dated as of June 28, 2004, as in effect from time to time time, (e) to the "Unitholders Agreement"); or extent party thereto, the Limited Liability Company Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time or (f) to the "LLC Agreement")extent party thereto, the Registration Rights Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time; or (ii) Executive's ’s continued and deliberate neglect of, willful misconduct in connection with the performance of, or refusal to perform Executive's ’s duties in accordance with SECTION Section 3 of this Employment Agreement, which, in the case of neglect or failure to perform, has not been cured within thirty (30) days after Executive has been provided notice of the same; or (iii) Executive's ’s engagement in any conduct which injures the integrity, character, financial position or financial performance of the business or reputation of the Company or which impugns Executive's ’s own integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of the Senior Vice President, Marketing President — Operations of the Company; or (iv) the Board's ’s good faith determination that Executive has committed an act or acts constituting a felony, or other act involving dishonesty, disloyalty or fraud against the Company. If the Employment Period is terminated pursuant to this SECTION 9(BSection 9(b), the Company shall have no further obligation to Executive except for salary and benefits accrued through the date of termination, and except as otherwise described in the Subscription AgreementAccrued Benefits.

Due Cause. The Company may terminate the Employment Period immediately upon written notice to Executive for a material breach of this Employment Agreement by Executive. The following events constitute the exclusive list of events that will be deemed a material breach of this Employment Agreement (each of which shall constitute "DUE CAUSE"‘‘Due Cause’’): (i) Executive's ’s material breach of any of Executive's ’s obligations under the Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement; this Employment Agreement; the Subscription AgreementAgreements; the Amended and Restated Unitholders Agreement of CHATT, dated as of June 28, 2004, as in effect from time to time (the "‘‘Unitholders Agreement"’’); or the Limited Liability Company Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time (the "‘‘LLC Agreement"’’) or the Registration Rights Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time (the ‘‘Registration Rights Agreement’’); or (ii) Executive's ’s continued and deliberate neglect of, willful misconduct in connection with the performance of, or refusal to perform Executive's ’s duties in accordance with SECTION Section 3 of this Employment Agreement, which, in the case of neglect or failure to perform, has not been cured within thirty (30) days after Executive has been provided notice of the same; or (iii) Executive's ’s engagement in any conduct which injures the integrity, character, financial position or financial performance of the business or reputation of the Company or which impugns Executive's ’s own integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of Vice President, Marketing CFO of the Company; or (iv) the Board's ’s good faith determination that Executive has committed an act or acts constituting a felony, or other act involving dishonesty, disloyalty or fraud against the Company. If the Employment Period is terminated pursuant to this SECTION 9(BSection 9(b), the Company shall have no further obligation to Executive except for salary and benefits accrued through the date of termination, and except as otherwise described in the Subscription AgreementAccrued Benefits.

Due Cause. The Company may terminate the Employment Period immediately upon written notice to Executive for a material breach of this Employment Agreement by Executive. The following events constitute the exclusive list of events that will be deemed a material breach of this Employment Agreement (each of which shall constitute "DUE CAUSE"): (i) Executive's material breach of any of Executive's obligations under the Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement; this Employment Agreement; the Subscription Agreement; the Amended and Restated Unitholders Agreement of CHATT, dated as of June 28, 2004, as in effect from time to time (the "Unitholders Agreement"); or the Limited Liability Company Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time (the "LLC Agreement"); or (ii) Executive's continued and deliberate neglect of, willful misconduct in connection with the performance of, or refusal to perform Executive's duties in accordance with SECTION 3 of this Employment Agreement, which, in the case of neglect or failure to perform, has not been cured within thirty (30) days after Executive has been provided notice of the same; or (iii) Executive's engagement in any conduct which injures the integrity, character, financial position or financial performance of the business or reputation of the Company or which impugns Executive's own integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of Vice President, Marketing Garant of the Company; or (iv) the Board's good faith determination that Executive has committed an act or acts constituting a felony, or other act involving dishonesty, disloyalty or fraud against the Company. If the Employment Period is terminated pursuant to this SECTION 9(B), the Company shall have no further obligation to Executive except for salary and benefits accrued through the date of termination, and except as otherwise described in the Subscription Agreement.

Due Cause. The Company may terminate the Employment Period immediately upon written notice to Executive for a material breach of this Employment Agreement by Executive. The following events constitute the exclusive list of events that will be deemed a material breach of this Employment Agreement (each of which shall constitute "DUE CAUSE"): (i) Executive's material breach of any of Executive's obligations under the Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement; this Employment Agreement; the Subscription Agreement; the Amended and Restated Unitholders Agreement of CHATT, dated as of June 28, 2004, as in effect from time to time (the "Unitholders Agreement"); or the Limited Liability Company Agreement of CHATT, dated as of June 28, 2004, by and among the parties thereto, as in effect from time to time (the "LLC Agreement"); or (ii) Executive's continued and deliberate neglect of, willful misconduct in connection with the performance of, or refusal to perform Executive's duties in accordance with SECTION 3 of this Employment Agreement, which, in the case of neglect or failure to perform, has not been cured within thirty (30) days after Executive has been provided notice of the same; or (iii) Executive's engagement in any conduct which injures the integrity, character, financial position or financial performance of the business or reputation of the Company or which impugns Executive's own integrity, character or reputation so as to cause Executive to be unfit to act in the capacity of Vice President, Marketing COO of the Company; or (iv) the Board's good faith determination that Executive has committed an act or acts constituting a felony, or other act involving dishonesty, disloyalty or fraud against the Company. If the Employment Period is terminated pursuant to this SECTION 9(B), the Company shall have no further obligation to Executive except for salary and benefits accrued through the date of termination, and except as otherwise described in the Subscription Agreement.