Common use of Earlier Termination Clause in Contracts

Earlier Termination. (a) If the Executive shall die during the term of this Agreement, this Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction"). (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six consecutive months or for shorter periods aggregating nine months in any calendar year, the Company may determine (as set forth in subsection (d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus Fraction. (c) The Company, by written notice to the Executive specifying the reason therefor, may terminate this Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions by the Executive which constitute malfeasance. Malfeasance includes, but is not limited to, the Executive engaging in fraud, dishonest conduct or other criminal conduct.

Earlier Termination. (a) If the Executive shall die during the term of this Agreement, this Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction"). (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six consecutive successive months or for shorter periods aggregating nine months in any calendar year, the directors of the Company may determine (as set forth determine, on the basis of medical evidence satisfactory to the Company, in subsection (d) below) the Company's sole discretion, that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to in accordance with Section 8 hereof. (b) Except as otherwise provided in this Agreement, if the Executive all monies due hereunder prorated through shall die during the last day term of this Agreement, this Agreement shall be deemed to have been terminated as of the month during which such termination shall occur, as well as a bonus equal to the product date of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 death of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus FractionExecutive. (c) The Company, by written notice to the Executive specifying the reason thereforExecutive, may terminate this Agreement for Cause as determined pursuant to subsection (d) belowproper cause. As used herein, "Causeproper cause" shall be defined as actions mean (i) the willful and continued failure by the Executive to substantially perform his duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure resulting from termination by the Executive for Good Reason (as defined below)) after a written demand for substantial performance is delivered to the Executive by the directors of the Company, which constitute malfeasancedemand specifically identifies the manner in which the directors believe that the Executive has not substantially performed his duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. Malfeasance includesFor purposes of this subsection 6(c), but is no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive otherwise than in good faith and in a manner that the Executive reasonably believed was in or not limited toopposed to the best interests of the Company and its shareholders. Notwithstanding the foregoing, the Executive engaging shall not be deemed to have been terminated for proper 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 (3/4) of all of the directors of the Company at a meeting of the directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with counsel of his choosing, to be heard before the directors not less than 10 business days after the giving of such notice), finding that in fraudthe good faith opinion of the directors, dishonest the Executive conducted himself as set forth above in clause (i) or (ii) of the first sentence of this subsection 6(c) and specifying the particulars of such conduct or other criminal conductin detail. (d) The Executive may terminate this Agreement for "Good Reason" if any of the following events occurs:

Earlier Termination. (a) If the Executive shall die during the term of this Agreement, this Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies Base Compensation due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction"). (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six consecutive months or for shorter periods aggregating nine months in any calendar yearduring the term of this Agreement, the Company may determine (as set forth in subsection (d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to the Executive all monies Base Compensation due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus Fraction. (c) The Company, by written notice to the Executive specifying the reason therefor, may terminate this Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions or inactions by the Executive which constitute gross negligence, gross misconduct, willful misconduct, dishonest conduct, malfeasance, misfeasance or nonfeasance, criminal conduct, fraud, a material breach of any duties, responsibilities or obligations hereunder, or habitual abuse of drugs or alcohol or conviction by a court, arbitration panel or other tribunal of competent jurisdiction, found liable for or confessed to any act of larceny, embezzlement, conversion or any act involving the misappropriation of funds in the course of his employment hereunder. Malfeasance includes, but In the event that the Executive is not limited toterminated for Cause, the Executive engaging shall be paid the Executive's full Base Compensation through the date of termination at the rate in fraud, dishonest conduct or other criminal conducteffect at the time notice of termination is given to the Executive and the Company shall thereafter have no further obligations to the Executive under this Agreement.

Earlier Termination. (a) If the Executive shall die during the term of this Agreement, this Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction"). (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six consecutive months or for shorter periods aggregating nine months in any calendar year, the Company may determine (as set forth in subsection (d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus Fraction. (c) The Company, by written notice to the Executive specifying the reason therefor, may terminate this Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions by the Executive which constitute malfeasance(i) fraud, illegal or willful misconduct or dishonest conduct, (ii) a breach of any duties, responsibilities or obligations hereunder or (iii) habitual abuse of drugs or alcohol. Malfeasance includes, but is not limited toIn such event, the Executive engaging shall be paid the Executive's full base salary through the date of termination at the rate in fraud, dishonest conduct or other criminal conducteffect at the time notice of termination is given and the Company shall thereafter have no further obligations to this Executive under this Agreement.

Earlier Termination. (a) If the Executive shall die during the term of this Third Amended and Restated Agreement, this Third Amended and Restated Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive or into the Wellsford Real Properties, Inc. Deferred Compensation Plan as a bonus on his behalf for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction").; (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Third Amended and Restated Agreement for six consecutive months or for shorter periods aggregating nine months in any calendar year, the Company may determine (as set forth in subsection (d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Third Amended and Restated Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Third Amended and Restated Agreement is terminated through the last day of the month during which this Third Amended and Restated Agreement is terminated and (y) the Deemed Bonus Fraction. (c) The Company, by written notice to the Executive specifying the reason therefor, may terminate this Third Amended and Restated Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions by the Executive which constitute malfeasance. Malfeasance includes, but is not limited to, the Executive engaging in fraud, dishonest conduct or other criminal conduct.

Earlier Termination. (a) If the Executive shall die during the term of this Agreement, this Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction"). (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six consecutive successive months or for shorter periods aggregating nine months in any calendar year, the Company Board may determine (as set forth determine, on the basis of medical evidence satisfactory to the Board, in subsection (d) below) the Board's sole discretion, that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to on such 30th day in accordance with Section 8 hereof. (b) Except as otherwise provided in this Agreement, if the Executive all monies due hereunder prorated through shall die during the last day term of this Agreement, this Agreement shall be deemed to have been terminated as of the month during which such termination shall occur, as well as a bonus equal to the product date of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 death of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus FractionExecutive. (c) The Company, by written notice to the Executive specifying the reason thereforExecutive, may terminate this Agreement for Cause as determined pursuant to subsection (d) belowproper cause. As used herein, "Causeproper cause" shall be defined as actions mean (i) the willful and continued failure by the Executive to substantially perform his duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure resulting from termination by the Executive for Good Reason (as defined below)) after a written demand for substantial performance is delivered to the Executive by the Board, which constitute malfeasancedemand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. Malfeasance includesFor purposes of this subsection 6(c), but is no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive otherwise than in good faith and in a manner that the Executive reasonably believed was in or not limited toopposed to the best interests of the Company and its Stockholders. Notwithstanding the foregoing, the Executive engaging shall not be deemed to have been terminated for proper 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 of the members of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with counsel of his choosing, to be heard before the Board not less than 10 business days after the giving of such notice), finding that in fraudthe good faith opinion of the Board, dishonest the Executive conducted himself as set forth above in clause (i) or (ii) of the first sentence of this subsection 6(c) and specifying the particulars of such conduct or other criminal conductin detail. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given by the Executive shall constitute proper cause for purposes of this Agreement. (d) The Executive may terminate this Agreement for "Good Reason" if any of the following events occurs:

Earlier Termination. (a) If the Executive shall die during the term of this Second Amended and Restated Agreement, this Second Amended and Restated Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive or into the Wellsford Real Properties, Inc. Deferred Compensation Plan as a bonus on his behalf for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction").; (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Second Amended and Restated Agreement for six consecutive months or for shorter periods aggregating nine months in any calendar year, the Company may determine (as set forth in subsection (d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Second Amended and Restated Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Second Amended and Restated Agreement is terminated through the last day of the month during which this Second Amended and Restated Agreement is terminated and (y) the Deemed Bonus Fraction. (c) The Company, by written notice to the Executive specifying the reason therefor, may terminate this Second Amended and Restated Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions by the Executive which constitute malfeasance. Malfeasance includes, but is not limited to, the Executive engaging in fraud, dishonest conduct or other criminal conduct.

Earlier Termination. Your employment hereunder shall terminate ------------------- prior to the expiration of the Initial Term (or any renewal term, in the event of renewal) on the following terms and conditions: (a) If This Agreement shall terminate automatically on the Executive date of your death. Upon any termination pursuant to this Section 8(a), the Company's sole obligation shall die be to pay your estate one year's worth of Base Salary in effect as of the date of your death. Such amounts shall be paid to your estate as and when such amounts would have been due had your employment continued. (b) This Agreement shall be terminated if you are unable to perform your duties hereunder for 90 days (whether or not continuous) during the term any period of this Agreement, this Agreement 360 consecutive days by reason of physical or mental disability. The disability shall be deemed to have been terminated occurred on the 90th day of your absence or lack of adequate performance. Upon any termination pursuant to this Section 8(b), the Company's sole obligation shall be to pay you one year's worth of Base Salary in effect as of the date of the Executive's death, and the Company termination of your employment hereunder. Such amounts shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was be paid to the Executive you as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction"). (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six consecutive months or for shorter periods aggregating nine months in any calendar year, the Company may determine (as set forth in subsection (d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice of when such determination is given to the Executive, the Executive shall not amounts would have returned to the continuing full-time performance of his duties hereunder, this Agreement and the been due had your employment of the Executive hereunder shall be deemed terminated and the Company shall pay to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus Fractioncontinued. (c) The This Agreement shall terminate immediately upon the Company, by 's sending you written notice terminating your employment hereunder for "Just Cause," which shall mean your gross dereliction of duty or any legal or moral actions that would prevent you from carrying out your duties as anticipated by the Board of Directors of the Company; provided, however, that the Company shall be required to the Executive specifying the reason therefor, may deliver to you thirty days' prior written notice of its intention to terminate this Agreement for Cause as determined pursuant to subsection this Section 8(c) whereupon you shall have a period of 90 days to cure the acts or omissions giving rise to "Just Cause." (d) belowThis Agreement shall terminate immediately upon the Company's sending you written notice terminating your employment hereunder (without Just Cause therefor having been given by you) for any reason or for no reason. As used hereinUpon any termination pursuant to this Section 8(d), "Cause" the Company's sole obligation to you shall be defined to pay you one year's worth of Base Salary in effect as actions by of the Executive which constitute malfeasancedate of termination of your employment hereunder. Malfeasance includesSuch amounts shall be paid to you as and when such amounts would have been due had your employment continued. Upon a termination of this Agreement pursuant to this Section 8(d) you shall automatically be credited with one additional year of employment for purposes of the Option vesting schedule set forth in Section 2(d) above. (e) Except as specifically set forth in Section 9(d) above, but is not limited toupon termination of this Agreement, the Executive engaging in fraud, dishonest conduct or other criminal conductCompany's obligations hereunder shall cease.

Earlier Termination. (a) If the Executive shall die during the term of this Agreement, this Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction"). (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six consecutive successive months or for shorter periods aggregating nine months in any calendar year, the Company Board may determine (as set forth determine, on the basis of medical evidence satisfactory to the Board, in subsection (d) below) the Board’s sole discretion, that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to on such 30th day in accordance with Section 8 hereof. (b) Except as otherwise provided in this Agreement, if the Executive all monies due hereunder prorated through shall die during the last day term of this Agreement, this Agreement shall be deemed to have been terminated as of the month during which such termination shall occur, as well as a bonus equal to the product date of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 death of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus FractionExecutive. (c) The Company, by written notice to the Executive specifying the reason thereforExecutive, may terminate this Agreement for Cause as determined pursuant to subsection (d) belowproper cause. As used herein, "Cause" “proper cause” shall be defined as actions mean (i) the willful and continued failure by the Executive to substantially perform his duties with the Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure resulting from termination by the Executive for Good Reason (as defined below)) after a written demand for substantial performance is delivered to the Executive by the Board, which constitute malfeasancedemand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. Malfeasance includesFor purposes of this subsection 6(c), but is no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive otherwise than in good faith and in a manner that the Executive reasonably believed was in or not limited toopposed to the best interests of the Company and its stockholders. Notwithstanding the foregoing, the Executive engaging shall not be deemed to have been terminated for proper 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 of the members of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with counsel of his choosing, to be heard before the Board not less than 10 business days after the giving of such notice), finding that in fraudthe good faith opinion of the Board, dishonest the Executive conducted himself as set forth above in clause (i) or (ii) of the first sentence of this subsection 6(c) and specifying the particulars of such conduct in detail. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given by the Executive shall constitute proper cause for purposes of this Agreement. (d) The Executive may terminate this Agreement for “Good Reason” if any of the following events occurs: (i) the assignment to the Executive of any duties materially inconsistent with his status as a senior executive officer of the Company or a substantial alteration in the nature or status of his responsibilities; (ii) the Company’s breach of any of its agreements or obligations under this Agreement; (iii) the failure by the Company to pay the Executive any installment of a previous award under any bonus or incentive compensation arrangement; (iv) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 13 hereof; (v) any purported termination of the Executive’s employment which is not effected pursuant to a Notice of Termination (defined below) satisfying the requirements of Section 7 hereof; or (vi) any change in control of the Company, as defined in subsection 6(e). (e) For purposes of this Agreement, a “change in control of the Company” shall be deemed to occur if: (i) there shall have occurred a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as in effect on the date hereof, whether or not the Company is then subject to such reporting requirement, provided, however, that there shall not be deemed to be a change in control of the Company if immediately prior to the occurrence of what would otherwise be a change in control of the Company (A) the Executive is the other party to the transaction (a “Control Event”) that would otherwise result in a change in control of the Company or (B) the Executive is an executive officer, trustee, director or more than 5% equity holder of the other party to the Control Event or of any entity, directly or indirectly, controlling such other party, or (ii) the Company engages in a merger, consolidation or reorganization or sells all or substantially all of the Company’s assets to a “Person” (as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act (each, a “Transaction”)), provided, however, that a Transaction shall not be deemed to result in a change in control of the Company if (A) immediately prior thereto the circumstances in subsection 6(e)(i)(A) or subsection 6(e)(i)(B) above exist, or (B) (1) the stockholders immediately before such Transaction own, directly or indirectly, immediately following such Transaction in excess of 69% of the combined voting power of the outstanding voting securities of the corporation or other criminal conductentity resulting from such Transaction (the “Surviving Corporation”) in substantially the same proportion as their ownership of the voting securities of the Company immediately before such Transaction and (2) the individuals who were members of the Board immediately prior to the execution of the agreement providing for such Transaction constitute at least a majority of the members of the board of directors or the board of trustees, as the case may be, of the Surviving Corporation, or of a corporation or other entity beneficially, directly or indirectly, owning a majority of the outstanding voting securities of the Surviving Corporation, or (iii) the Company acquires the assets of another company or a subsidiary of the Company merges, consolidates or reorganizes with another company (each, an “Other Transaction”) and (A) the stockholders immediately before such Other Transaction own, directly or indirectly, immediately following such Other Transaction 69% or less of the combined voting power of the outstanding voting securities of the corporation or other entity resulting from such Other Transaction (the “Other Surviving Corporation”) in substantially the same proportion as their ownership of the voting securities of the Company immediately before such Other Transaction or (B) the individuals who were members of the Company’s Board immediately prior to the execution of the agreement providing for such Other Transaction constitute less than a majority of the members of the board of directors or the board of trustees, as the case may be, of the Other Surviving Corporation, or of a corporation or other entity beneficially directly or indirectly owning a majority of the outstanding voting securities of the Other Surviving Corporation, provided, however, that an Other Transaction shall not be deemed to result in a change in control of the Company if immediately prior thereto the circumstances in subsection 6(e)(i)(A) or subsection 6(e)(i)(B) above exist, or (iv) adoption by the Board and the approval by the stockholders of a liquidation or dissolution of the Company; (v) any Person or group of affiliated Persons owns at any time 30% or more of the outstanding voting securities of the Company, provided that such Person or group shall not be deemed to own 30% or more of the outstanding voting securities of the Company if the last event or transaction which results in such ownership is (a) the issuance of such securities in connection with the sale by the Company of less than all or substantially all of its assets or (b) the acquisition by the Company of any such voting securities; provided, however, that if a Person owns 30% or more of the outstanding voting securities of the Company as a result of the acquisition by the Company of any such voting securities and after such acquisition by the Company, such Person becomes the owner of any additional voting securities of the Company than a change in control of the Company shall occur; or (vi) the rejection by the stockholders of the entire slate of directors that the Board proposes at a single election of directors; and (vii) the rejection by the stockholders of one-half or more of the directors that the Board proposes over any two or more consecutive elections of directors. (f) Notwithstanding anything contained in this Agreement to the contrary, if the Executive’s employment is terminated prior to a change in control of the Company and the Executive reasonably demonstrates that such termination: (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a change in control and who effectuates a change in control of the Company or (ii) otherwise occurred in connection with, or in anticipation of, a change in control of the Company which actually occurs, then for all purposes of this Agreement, the date of a change in control of the Company with respect to the Executive shall mean the date immediately prior to the date of such termination of the Executive’s employment.

Earlier Termination. (a) If the Executive shall die during the term of this Agreement, this Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction"). (b) If the Executive shall fail, because of illness or incapacity, disability to render the services contemplated by this Agreement for six consecutive successive months or for shorter periods aggregating nine months in any calendar yearof the three Contract Years, the Company Board may determine (as set forth determine, on the basis of medical evidence satisfactory to the Board, in subsection (d) below) the Board's sole discretion, that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to on such 30th day in accordance with Section 8 hereof. (b) Except as otherwise provided in this Agreement, if the Executive all monies due hereunder prorated through shall die during the last day term of this Agreement, this Agreement shall be deemed to have been terminated as of the month during which such termination shall occur, as well as a bonus equal to the product date of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 death of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus FractionExecutive. (c) The CompanyEmployers, by written notice to the Executive specifying the reason thereforExecutive, may terminate this Agreement for Cause as determined pursuant to subsection (d) belowproper cause. As used herein, "Causeproper cause" shall be defined as actions mean (i) the willful and continued failure by the Executive to substantially perform his duties with the Employers (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure resulting from termination by the Executive for Good Reason (as defined below)) after a written demand for substantial performance is delivered to the Executive by the Board, which constitute malfeasancedemand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Employers, monetarily or otherwise. Malfeasance includesFor purposes of this subsection 6(c), but is no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive otherwise than in good faith and in a manner that the Executive reasonably believed was in or not limited toopposed to the best interests of the Employers and their equity owners. Notwithstanding the foregoing, the Executive engaging shall not be deemed to have been terminated for proper 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 of the members of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with counsel of his choosing, to be heard before the Board not less than 10 business days after the giving of such notice), finding that in fraudthe good faith opinion of the Board, dishonest the Executive conducted himself as set forth in clause (i) or (ii) above and specifying the particulars of such conduct or other criminal conductin detail. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a notice of termination is given by the Executive to the Employers shall constitute "proper cause" for purposes of this Agreement. (d) The Executive may terminate this Agreement for "Good Reason" if any of the following events occurs:

Earlier Termination. Your employment hereunder shall terminate prior to the expiration of the Initial Term (or any renewal term, in the event of renewal) on the following terms and conditions: (a) If This Agreement shall terminate automatically on the Executive date of your death. (b) This Agreement shall die be terminated if you are unable to perform your duties hereunder for 90 days (whether or not continuous) during the term any period of this Agreement, this Agreement 360 consecutive days by reason of physical or mental disability. The disability shall be deemed to have occurred on the 90th day of your absence or lack of adequate performance. (c) This Agreement shall terminate immediately upon the Company's sending you written notice terminating your employment hereunder for "Just Cause," which shall mean (i) an act or acts of fraud or dishonesty by you which results in the personal enrichment of you or another person or entity at the expense of the Company; (ii) your admission, confession or conviction of (X) any felony (other than third degree vehicular infractions), or (Y) of any other crime or offense involving misuse or misappropriation of money or other property; (iii) your continued material breach of any obligations under this Agreement 30 days after the Company has given you notice thereof in reasonable detail, if such breach has not been terminated cured by you during such period; or (iv) your gross negligence or willful misconduct with respect to your duties or gross misfeasance of office. (d) This Agreement shall terminate immediately upon the Company's sending you written notice terminating your employment hereunder (without Just Cause therefor having been given by you) for any reason or for no reason. In the event of any termination of this Agreement pursuant to this Section 9(d), or in the event the Company gives you notice pursuant to Section 1(b) of its intention not to renew this Agreement, the Company's sole obligation to you shall be (i) to pay you one year's worth of Base Salary in effect as of the date of the Executive's deathtermination of your employment hereunder, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) to pay you the percentage amount, if any, you would have been entitled to receive pursuant to Section 2(b) of this Agreement with respect to the fiscal year of the Executive's base salary Company in which your employment was terminated and (iii) to continue for one year the immediately preceding fiscal year that was paid benefits provided in the second sentence and in the last sentence of Section 4 of this Agreement. The amounts payable pursuant to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred of the immediately preceding sentence shall be paid to you as and when such amounts would have been due had your employment continued. In addition, in the "Deemed Bonus Fraction"event of the termination of this Agreement pursuant to this Section 9(d), or in the event the Company gives you notice pursuant to Section 1(b) of its intention not to renew this Agreement, you shall be credited with one year's additional vesting for all stock options then held by you. Compensation under this Section 9(d) shall not be payable in the event you receive compensation under Section 4 of the Change of Control Agreement. (be) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six consecutive months or for shorter periods aggregating nine months in any calendar year, the Company may determine (Except as specifically set forth in subsection (dSection 9(d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice above, upon termination or non-renewal of such determination is given to the Executivethis Agreement, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive Company's obligations hereunder shall be deemed terminated and the Company shall pay to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus Fractioncease. (c) The Company, by written notice to the Executive specifying the reason therefor, may terminate this Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions by the Executive which constitute malfeasance. Malfeasance includes, but is not limited to, the Executive engaging in fraud, dishonest conduct or other criminal conduct.

Earlier Termination. (a) If Notwithstanding any other provision of this Agreement (including Section 2.2 above), this Agreement may be terminated by any of the Executive Parties hereto at any time after the Effective Date and during any Extended Term upon such Party's delivery to the other Party hereto of prior written notice of its intention to do so (the "Notice of Termination") at least 60 calendar days prior to the effective date of any such termination (the "Effective Termination Date"). In any such event the Consultant's ongoing obligation to provide the Market Access Services will continue only until the Effective Termination Date and the Company shall die during continue to pay to the term Consultant all of the amounts otherwise payable to the Consultant under Section 4 hereof, until the Effective Termination Date. (b) Notwithstanding any other provision of this Agreement, this Agreement shall may be deemed to have been terminated as by any of the Parties hereto at any time upon written notice to the other Party of such Party's intention to do so at least 10 calendar days prior to the effective date of any such termination (herein also the Executive's death"Effective Termination Date"), and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have dieddamages sought, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of if: (i) 1/2 or the other Party fails to cure a material breach of any provision of this Agreement within 10 calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 10 calendar days and the other Party is actively pursuing to cure said material breach); (ii) the percentage other Party is willfully non-compliant in the performance of its respective duties under this Agreement within 10 calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 10 calendar days and the other Party is actively pursuing to cure said willful non-compliance); (iii) the other Party commits fraud or serious neglect or misconduct in the discharge of its duties hereunder or under applicable law; or (iv) the other Party shall (A) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor, or liquidator of itself or of all or a substantial part of its assets; (B) file a voluntary petition in bankruptcy or admit in writing that it is unable to pay its debts as they become due; (C) make a general assignment for the benefit of creditors; (D) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any debtor relief laws; (E) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceeding; or (F) take corporate action for the purpose of effecting any of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction").foregoing; (bv) If any Regulatory Authority shall impose sanctions against the Executive shall failConsultant for violation of federal or state securities laws; or (vi) the conviction of, because or plea of illness guilty or incapacityno contest to, to render the services contemplated a felony or any other crime involving moral turpitude, fraud, theft, embezzlement or dishonesty by this Agreement for six consecutive months or for shorter periods aggregating nine months in any calendar year, the Company may determine (as set forth in subsection (d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment an officer of the Executive hereunder shall be deemed terminated and the Company shall pay to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus FractionConsultant. (c) The Company, by written notice to the Executive specifying the reason therefor, may terminate this Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions by the Executive which constitute malfeasance. Malfeasance includes, but is not limited to, the Executive engaging in fraud, dishonest conduct or other criminal conduct.

Earlier Termination. Your employment hereunder shall terminate prior to the expiration of the Term on the following terms and conditions: (a) If This Agreement shall terminate automatically on the Executive date of your death. (b) This Agreement shall die be terminated if you are unable to perform your duties hereunder for 90 days (whether or not continuous) during the term any period of this Agreement, this Agreement 120 consecutive days by reason of physical or mental disability. The disability shall be deemed to have occurred on the 90th day of your absence or lack of adequate performance. (c) This Agreement shall terminate immediately upon the Company's sending you written notice terminating your employment hereunder for "Just Cause," which shall mean one or more of the following: (i) an act or acts of fraud or dishonesty by you which results in the personal enrichment of you or another person or entity at the expense of the Company; (ii) your admission, confession or conviction of (X) any felony (other than third-degree vehicular infractions), or (Y) any other crime or offense involving misuse or misappropriation of money or other property; (iii) your continued material breach of any obligations or representations under this Agreement 30 days after the Company has given you written notice thereof in reasonable detail, if such breach has not been terminated as cured by you during such period; and (iv) your gross negligence or willful misconduct with respect to your duties or gross malfeasance of office. (d) This Agreement shall terminate immediately upon the Company's sending you written notice terminating your employment hereunder for any reason or for no reason. Upon a termination due to an event described in Section 9(a), 9(b) or 9(c) hereof, the Company's sole obligation to you shall be to pay you the earned but unpaid portion of your then current Base Salary up to the date of termination (which shall be paid as and when such amounts would have been due had your employment continued) and any accrued vacation. Upon a termination by the ExecutiveCompany for any reason other than those described in Section 9(a), 9(b) or 9(c) hereof the Company Group's deathsole obligation to you shall be to pay you (i) twelve months of your then current Base Salary, (ii) the bonus you would have been entitled to for the year in which your termination of employment occurs, prorated to reflect the number of days worked by you in such year prior to your termination date, and (iii) any accrued vacation. Such amounts shall be paid as and when such amounts would have been due had your employment continued; provided however, if such termination occurs following a Change in Control (as defined in Section 9(h) below), such Base Salary shall be paid in a lump sum amount as soon as practicable following your termination of employment. Compensation pursuant to this Section 9(d) shall be the sole and exclusive compensation to you in the event you are terminated by the Company for any reason and will be paid only if you first execute and deliver to the Company a general release agreement (in form acceptable to the Company and you), with such release agreement providing for, among other things, the full release of the Company Group, its owners, directors, managers, officers, employees, executives, representatives, agents, predecessors, successors and assigns. (e) This Agreement shall terminate immediately upon your sending the Company written notice terminating your employment hereunder for "Good Reason," which shall mean the occurrence of only one or more of the following events: (a) a material decrease in your Base Salary or bonus opportunity; (b) a change in the location of your principal place of work from the St. Louis, Missouri area without your consent; or (c) your voluntary termination of employment for any reason other than death or disability during the 60-day period beginning on the date of a Change in Control. Upon any such termination, the Company's obligation to you shall be to pay you (i) twelve months of your then current Base Salary, (ii) the bonus you would have been entitled to for the year in which your termination of employment occurs, prorated to reflect the number of days worked by you in such year prior to your termination date, and (iii) any accrued vacation. Such amounts shall be paid as and when such amounts would have been due had your employment continued; provided, however, if such termination occurs within 60 days of a Change in Control, such Base Salary shall be paid in a lump sum amount as soon as practicable following your termination of employment. Compensation pursuant to this Section 9(e) shall be the sole and exclusive compensation to you in the event you terminate your employment with the Company for Good Reason and will be paid only if you first execute and deliver to the Company a general release agreement (in form acceptable to the Company and you), with such release agreement providing for, among other things, the full release of the Company Group, its owners, directors, managers, officers, employees, executives, representatives, agents, predecessors, successors and assigns. (f) Upon the expiration of the Term of this Agreement or any extension thereof, the Company shall pay to the legal representative you (i) six months of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have diedyour then current Base Salary, as well as a bonus equal to the product of (xii) the base salary payable bonus you would have been entitled to the Executive pursuant to subsection 3(a) from January 1 of for the year in which your termination of employment occurs, prorated to reflect the Executive shall have died through the last day number of the month during which the Executive shall have died days worked by you in such year prior to your termination date and (yiii) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction")any accrued vacation. (bg) If the Executive This Agreement shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six consecutive months or for shorter periods aggregating nine months in any calendar year, the Company may determine (as set forth in subsection (d) below) that the Executive has become disabled. If within terminate thirty (30) days after following receipt by the Company from you of written notice terminating your employment hereunder without Good Reason, in which event you shall have no further liabilities or obligations hereunder, other than pursuant to Sections 6, 7, 8 and 10 hereof and the Company's sole obligation to you shall be to pay you the earned but unpaid portion of your Base Salary up to the date on of termination (which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated paid as and the Company shall pay to the Executive all monies when such amounts would have been due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (xhad your employment continued) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus Fractionany accrued vacation. (ch) The Company, by written notice to the Executive specifying the reason therefor, may terminate For purposes of this Agreement for Cause as determined pursuant to subsection (d) below. As used hereinAgreement, "CauseChange in Control" shall (i) have the meaning ascribed to that term in Section 8.2 of the EPP and (ii) shall mean a sale of all or substantially all of the assets or business of the Consulting Division; provided, however, in the case of the sale of the assets or business of the Consulting Division, such sale shall not be defined deemed to be a Change in Control if, on or before the effective date of such transaction, you are offered another position with the Company Group of comparable authority and responsibility to your position with the Consulting Division; and provided, further, that an initial public offering the Company's common stock will not be deemed to be a Change in Control under this Agreement. (i) Except as actions by the Executive which constitute malfeasance. Malfeasance includesspecifically set forth in Sections 9(d), but is not limited to9(e) and 9(f) hereof, upon termination of this Agreement, the Executive engaging in fraud, dishonest conduct or other criminal conductCompany's obligations hereunder shall cease.

Earlier Termination. Your employment hereunder shall terminate prior to the expiration of the Initial Term (or any renewal term, in the event of renewal) on the following terms and conditions: (a) If This Agreement shall terminate automatically on the Executive date of your death. (b) This Agreement shall die be terminated if you are unable to perform your duties hereunder for 120 days (whether or not continuous) during any period of 180 consecutive days by reason of physical or mental disability. The disability shall be deemed to have occurred on the 120th day of your absence or lack of adequate performance. (c) This Agreement shall terminate immediately upon the Company's sending you written notice terminating your employment hereunder for "Just Cause," which shall mean (i) an act or acts of fraud or dishonesty by you which results in the personal enrichment of you or another person or entity at the expense of the Company; (ii) your admission, confession or conviction of (X) any felony (other than third degree vehicular infractions), or (Y) of any other crime or offense involving misuse or misappropriation of money or other property; (iii) your continued material breach of any obligations under this Agreement 30 days after the Company has given you notice thereof in reasonable detail, if such breach has not been cured by you during such period; or (iv) your gross negligence or willful misconduct with respect to your duties or gross misfeasance of office. (d) This Agreement shall terminate immediately upon the Company's sending you written notice terminating your employment hereunder (without Just Cause therefor having been given by you) for any reason or for no reason. Upon any such termination, the Company's sole obligation to you shall be (i) to pay you the Total Payment that would have been due to you for the remainder of the Initial Term, or the then current renewal term of this Agreement, this Agreement as the case may be (which shall be deemed to paid as and when such amounts would have been terminated due had your employment continued). In no event will the aggregate payment to be received by you pursuant to this Section 9(d) be less than one year's worth of Base Salary in effect as of the date of the Executive's death, and the Company shall pay to the legal representative termination of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction")your employment hereunder. (be) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six consecutive months or for shorter periods aggregating nine months in any calendar year, the Company may determine (Except as specifically set forth in subsection (dSection 9(d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice above, upon termination of such determination is given to the Executivethis Agreement, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive Company's obligations hereunder shall be deemed terminated and the Company shall pay to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus Fractioncease. (c) The Company, by written notice to the Executive specifying the reason therefor, may terminate this Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions by the Executive which constitute malfeasance. Malfeasance includes, but is not limited to, the Executive engaging in fraud, dishonest conduct or other criminal conduct.

Earlier Termination. 9.1 The Employee’s employment hereunder shall automatically terminate upon his death and may terminate at the option of the Company in the event of “cause” (a) If as hereinafter provided). 9.2 The Employee’s employment may be terminated by the Executive shall die Company at any time during the term of Term upon written notice for “cause.” As used in this Agreement, this Agreement “cause” shall include the Employee’s commission of any act in the performance of his duties constituting common law fraud, a felony or other gross malfeasance of duty, the Employee’s commission of any act involving moral turpitude, any material misrepresentation by the Employee, any breach of any material covenant on the Employee’s part herein set forth, or the Employee’s engagement in misconduct which is materially injurious to the Company or any of its subsidiaries or affiliated entities. 9.3 Upon termination of the Employee’s employment with the Company for cause, the Company shall have no further obligations to the Employee and the Employee shall be deemed entitled to have been terminated no further compensation from the Company, except for any pro-rata amounts due to the Employee at such date of termination, as provided for in Paragraph 4.2. In the event of the date termination of the Executive's deathEmployee’s employment with the Company for cause, the amount to be paid to the Employee pursuant to this Paragraph shall constitute the sole and exclusive remedy of the Employee, and the Company Employee shall pay not be entitled to any other or further compensation, rights or benefits hereunder or otherwise. The foregoing shall not be construed to limit any rights or remedies available to the legal representative Company with regard to any acts or omissions of the Executive's estate all monies due hereunder prorated through Employee that gave rise to the last day termination for cause. 9.4 In the event of the month termination of the Employee’s employment by the Company during which the Executive Term without “cause,” as liquidated damages, the Employee shall have diedbe entitled to receive the following: all compensation that would be due and owing Employee under this Agreement through its Expiration Date. 9.5 If, as well as during the period commencing 90 days prior to a bonus Change of Control and ending 180 days after a Change of Control, Employee is terminated by the Company other than for cause, Employee is entitled to receive an amount equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater lesser of (i) 1/2 the average amount of total compensation actually received by Employee for the preceding three calendar years multiplied by 3, or (ii) the percentage maximum amount which is tax deductible to the Company under Internal Revenue Code Section 280G. Change of Control shall mean when any person or group (excluding the Company or any of its affiliates) becomes the beneficial owner of securities representing 50% of more of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction"). (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six consecutive months or for shorter periods aggregating nine months in any calendar year, the Company may determine (as set forth in subsection (d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment combined voting power of the Executive hereunder shall be deemed terminated and the Company shall pay to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus FractionCompany’s then outstanding securities. (c) The Company, by written notice to the Executive specifying the reason therefor, may terminate this Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions by the Executive which constitute malfeasance. Malfeasance includes, but is not limited to, the Executive engaging in fraud, dishonest conduct or other criminal conduct.

Earlier Termination. (a) If the Executive shall die during the term Upon earlier termination of this AgreementAgreement as provided in Section 7: (i) if the basis for termination by RCAR is Section 7.2.1, this Agreement there shall be deemed to have been terminated no further vesting of the SCS Stock Purchase Right and the vested and unvested portion of the SCS Stock Purchase Right shall be forfeited and cancelled; (ii) if the basis for termination by RCAR was without Cause, then the unvested portion of the SCS Stock Purchase Right shall vest immediately as of the date of such termination and to the Executive's deathextent vested, the SCS Stock Purchase Right may thereafter be exercised for a period of up to one year following the date of termination; (iii) if the basis for the termination by any member of the SCS Group is Section 7.2.2 then the unvested portion of the SCS Stock Purchase Right shall vest immediately as of the date of such termination and to the extent vested, the SCS Stock Purchase Right may thereafter be exercised for a period of up to one year following the date of termination; (iv) if the basis for termination by any member of the SCS Group is without Cause, there shall be no further vesting of the SCS Stock Purchase Right and the Company vested and unvested portion of the SCS Stock Purchase Right shall pay be forfeited and cancelled; (v) if the basis for termination is Section 7.2.3, then there shall be no further vesting of the SCS Stock Purchase Right and thereafter to the legal representative extent vested the SCS Stock Purchase Right may be exercised for a period of up to one year following the date of termination; and (vi) if the basis for the termination is Section 7.2.4, then then there shall be no further vesting of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal SCS Stock Purchase Right and thereafter to the product extent vested the SCS Stock Purchase Right may be exercised for a period of (x) the base salary payable up to the Executive pursuant to subsection 3(a) from January 1 of the one year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction"). (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six consecutive months or for shorter periods aggregating nine months in any calendar year, the Company may determine (as set forth in subsection (d) below) that the Executive has become disabled. If within thirty (30) days after following the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus Fractiontermination. (c) The Company, by written notice to the Executive specifying the reason therefor, may terminate this Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions by the Executive which constitute malfeasance. Malfeasance includes, but is not limited to, the Executive engaging in fraud, dishonest conduct or other criminal conduct.

Earlier Termination. (a) If Your employment under this Agreement shall terminate on the Executive following terms and conditions: i) Your employment under this Agreement shall die terminate automatically on the date of your death. ii) Your employment under this Agreement shall terminate immediately upon a determination in the sole judgment of a third party physician that you have been unable by reason of physical or mental disability to adequately perform fully your duties hereunder for an aggregate of 90 calendar days (whether or not continuous) during the term any period of 360 consecutive calendar days. iii) Your employment under this Agreement shall terminate immediately upon Paradigm sending you written notice terminating your employment hereunder for just cause. For purposes of this Agreement, "just cause" shall include, but not be limited to, (A) action by you involving dishonesty, fraud or misconduct, (B) your conviction of a felony, or your willful refusal or any material failure by you to perform your duties in accordance with this Agreement Agreement. A written notice of termination in reasonable detail given to you by Paradigm shall specify the reason(s) for such termination, and in the case where a cause for termination shall be deemed susceptible of cure, and such notice of termination is the first notice of termination given to have been terminated as of you for such reason, if you fail to cure such cause for termination within fifteen (15) business days after the date of such notice, termination shall be effective upon the Executive's deathexpiration date of such fifteen (15) day period, and if you cure such cause within said period, such notice of termination shall be ineffective. iv) If your employment is terminated during the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive Term pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or Paragraph 9(a)(i), (ii) the percentage or (iii) herein above, Paradigm will pay you, in lieu of the Executiveany other payments hereunder, your base salary, bonus and vacation pay that has accrued to that date and is payable under Paradigm's base salary for the immediately preceding fiscal year standard policies. You acknowledge that was paid upon receipt of such payment, Paradigm will have no further obligations to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction")you under this agreement. (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by Paradigm terminates this Agreement other than for six consecutive months or cause, you shall have the right to receive, for shorter periods aggregating nine months in the unexpired Term, your base salary, benefits and bonus, plus any calendar year, the Company may determine (as set forth in subsection (d) below) base salary that the Executive has become disabled. If within thirty (30) days after actually accrued to the date on which written notice of such determination is given termination without regard to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus Fractionmitigation or offset by you. (c) The Company, by written notice to the Executive specifying the reason therefor, may terminate this Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions by the Executive which constitute malfeasance. Malfeasance includes, but is not limited to, the Executive engaging in fraud, dishonest conduct or other criminal conduct.

Earlier Termination. Your employment hereunder shall terminate prior to the expiration of the Initial Term (or any renewal term, in the event of renewal) on the fol lowing terms and conditions: (a) If This Agreement shall terminate automatically on the Executive date of your death. (b) This Agreement shall die be terminated if you are unable to perform your duties hereunder for 120 days (whether or not continuous) during any period of 180 con secutive days by reason of physical or mental disability. The disability shall be deemed to have occurred on the 120th day of your absence or lack of adequate performance. (c) This Agreement shall terminate immediately upon the Company's sending you written notice terminating your employment hereunder for "Just Cause," which shall mean (i) an act or acts of fraud or dishonesty by you which results in the personal enrichment of you or another person or entity at the expense of the Company; (ii) your admission, confession or conviction of (X) any felony (other than third degree vehicular infractions), or (Y) of any other crime or offense involving misuse or misappropriation of money or other property; (iii) your continued material breach of any obligations under this Agreement 30 days after the Company has given you notice thereof in reasonable detail, if such breach has not been cured by you during such period; or (iv) your gross negligence or willful misconduct with respect to your duties or gross misfeasance of office. (d) This Agreement shall terminate immediately upon the Company's sending you written notice terminating your employment hereunder (without Just Cause therefor having been given by you) for any reason or for no reason. Upon any such termination, the Com pany's sole obligation to you shall be (i) to pay you the Total Payment that would have been due to you for the remainder of the Initial Term, or the then current renewal term of this Agreement, this Agreement as the case may be (which shall be deemed to paid as and when such amounts would have been terminated due had your employment continued). In no event will the aggregate payment to be received by you pursuant to this Section 9(d) be less than one year's worth of Base Salary in effect as of the date of the Executive's death, and the Company shall pay to the legal representative termination of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction")your employment hereunder. (be) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six consecutive months or for shorter periods aggregating nine months in any calendar year, the Company may determine (Except as specifically set forth in subsection (dSection 9(d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice above, upon termination of such determination is given to the Executivethis Agreement, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive Company's obligations hereunder shall be deemed terminated and the Company shall pay to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus Fractioncease. (c) The Company, by written notice to the Executive specifying the reason therefor, may terminate this Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions by the Executive which constitute malfeasance. Malfeasance includes, but is not limited to, the Executive engaging in fraud, dishonest conduct or other criminal conduct.