Common use of Termination by Employer for Cause Clause in Contracts

Termination by Employer for Cause. Employer shall have the right to terminate Employee's employment hereunder for cause immediately without prior notice to Employee. The term "cause" shall mean (i) any failure by Employee to perform any of the material duties assigned to Employee pursuant to this Agreement, which failure has not been cured within five (5) days after receipt of written notice from Employer (except that, in the event of any subsequent failure by Employee to perform the same or similar material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice from the Employer shall be required); (ii) any breach by Employee of any of the material terms of this Agreement which breach has not been cured within five (5) days after receipt of written notice of such breach from Employer (except that, in the event of any subsequent breach by Employee of the same or similar material terms of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month period, no such notice from the Employer shall be required); or (iii) misappropriation of any business opportunity; or (iv) fraud, embezzlement or misappropriation of funds involving assets of the Employer, its customers, suppliers, or any of their affiliates; or (v) conviction of Employee of any criminal offense which adversely affects Employee's ability to perform his duties hereunder or the reputation of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material duties under this Agreement (after the Employee has received at least one (1) written notice from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (5) days to cease and desist such conduct); or

Termination by Employer for Cause. Employer shall have may terminate the right employment of Employee for cause by written notice to terminate Employee stating the specifics of the cause for termination. The causes for termination include: a conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; commission of any act of theft, fraud, dishonesty or falsification of any employment or business records of Employer or any of its affiliates; misconduct in connection with the performance of any of Employee's employment hereunder for cause immediately duties including without prior notice limitation misappropriation of funds or property of Employer or any of its affiliates, or securing or attempting to Employee. The term "cause" shall mean (i) secure personally profit in connection with any transaction entered into on behalf of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure of the confidential or proprietary information of Employer or any of its affiliates; willful actions that Employee knows or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated failure by Employee to follow reasonable instructions of Employer; chronic absenteeism, or failure or inability to perform any of the material reasonable assigned duties assigned to Employee pursuant to this Agreement, which failure has not been cured within five (5) days after receipt of written notice from Employer (except that, in the event of any subsequent failure by Employee and a reasonable opportunity to perform the same cure; or similar a material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice from the Employer shall be required); (ii) any breach by Employee of any of the material terms provision of this Agreement which breach has is not been cured within five (5) 30 days after receipt of written notice of such breach from Employer (except thatnotice. For purposes hereof, termination for "cause" shall not include any act or failure to act on Employee's part if done or omitted to be done by his in demonstrable good faith and with the reasonable belief that his act or omission was in the event best interest of any subsequent breach by Employee of the same or similar material terms of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month period, no such notice from the Employer shall be required); or (iii) misappropriation of any business opportunity; or (iv) fraud, embezzlement or misappropriation of funds involving assets of the Employer, its customers, suppliers, or any of their affiliates; its affiliates or (v) conviction pursuant to an express policy of Employer at the time of such act or omission. In the event Employer wishes to investigate any alleged misconduct, Employer may, after discussing the proposal of suspension with Employee of any criminal offense which adversely affects and considering Employee's ability to perform his duties hereunder or views, suspend Employee on pay while the reputation of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material duties under this Agreement (after the Employee has received at least one (1) written notice from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (5) days to cease and desist such conduct); orinvestigation is carried out.

Termination by Employer for Cause. Employer may, at its option, terminate this Agreement and Employee’s employment hereunder for Cause (as defined herein) upon giving notice of termination to Employee (following the expiration of the applicable cure period, if any) which notice specifies that Employer deems such termination to be for “Cause” hereunder and specifies in reasonable detail the grounds for such “Cause.” Employee’s employment shall terminate on the date on which such notice shall be given. For purposes hereof, “Cause” shall mean Employee’s (i) conviction of, guilty plea to or confession of guilt of a felony, (ii) willful misconduct or gross negligence in the performance of services hereunder which is materially and demonstrably injurious (monetarily or otherwise) to the business, prospects, or operations of Employer or any controlled affiliate of Employer which, if curable, remains uncured (to the reasonable satisfaction of the CEO) for thirty (30) days after Employer provides written notice thereof to Employee, (iii) after a written warning and a 30-day opportunity to cure such violation, continued willful material violation by Employee of Employer’s written policies or procedures as uniformly applicable to all executive employees of Employer and as in effect from time to time, (iv) after a written warning and a 30-day opportunity to cure such non-performance and breach, continued willful failure to perform Employee’s material duties hereunder or other material breach of this Agreement (including, without limitation, a breach of any of Employee’s obligations under Article V hereof); provided, however, that in the case of Employee’s commission of any act described in clauses (iii) and/or (iv) above which is or are not capable of cure, Employer shall not be required to give such 30-day opportunity to cure same prior to any termination therefor; and provided further, however, that in the event Employer shall have the right previously given such 30-day opportunity to terminate Employee's employment hereunder for cause immediately without prior notice to Employee. The term "cause" shall mean (i) any failure by cure a specific act of Employee to perform any of the material duties assigned to Employee pursuant to this Agreement, which failure has not been cured within five (5) days after receipt of written notice from Employer (except that, described in the event of any subsequent failure by Employee to perform the same or similar material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice from the Employer shall be required); (ii) any breach by Employee of any of the material terms of this Agreement which breach has not been cured within five (5) days after receipt of written notice of such breach from Employer (except that, in the event of any subsequent breach by Employee of the same or similar material terms of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month period, no such notice from the Employer shall be required); or clauses (iii) misappropriation of any business opportunity; or (iv) fraud, embezzlement or misappropriation of funds involving assets of above during the Employer, its customers, suppliers, or any of their affiliates; or (v) conviction of Employee of any criminal offense which adversely affects Employee's ability to perform his duties hereunder or the reputation of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material duties under this Agreement (after the Employee has received at least immediately preceding one (1) written notice from year, Employer identifying shall not again be required to give such willful and repeated breach 30-day cure period for any second specific act which is the same act so committed by Employee as described in such clause (iii) or habitual neglect and has been given a period of at least five (5) days to cease and desist such conductiv); or, respectively.

Termination by Employer for Cause. Employer may terminate this Agreement and Employee’s employment thereunder with or without any advance notice in the event that the Employer determines that this Agreement and Employee’s services hereunder should be terminated for Cause (as defined herein.) Termination for Cause shall have be effective immediately upon delivery of written notice thereof by the right Employer to terminate Employee and Employee's employment hereunder for cause immediately without prior notice ’s rights to Employeeall compensation shall cease as of the date of such written notice. The term "cause" In such event, Employee shall mean not be entitled to any future compensation nor shall Employee be entitled to any severance pay. (i) any failure by Employee to perform any For the purposes of the material duties assigned to Employee pursuant to this Agreement, “Cause” shall mean: (i) Employee’s failure to perform his duties to the standards and requirements of the Employer or neglect of duties for which failure has not been cured within five (5) days after receipt of written notice from Employer (except that, employed or misconduct in the event performance of any subsequent failure such duties, all of such facts to be determined by Employee to perform the same or similar material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice from the Employer shall be required)in its good faith judgment; (ii) Employee committing fraud, misappropriation or embezzlement; (iii) Employee’s commission or conviction of, or entry of a plea of guilty, any breach by felony or misdemeanor involving moral turpitude; (iv) Employee breaching any provision of this Agreement or any of the material terms of this Agreement which breach has not been cured within five (5) days after receipt of written notice of such breach from Employer (except thatrules, in the event of any subsequent breach by Employee regulations, or policies of the same Employer; (v) the discovery that any of Employee’s representations are inaccurate; (vi) Employee manufacturing, distributing, dispensing, transporting, possessing or similar material terms being under the influence of alcohol or illegal drugs during working hours or while on the property or in a vehicle of the Employer or any affiliate of the Employer; (vii) Employee misusing or abusing prescription drugs during working hours or while on the property of or in a vehicle of the Employer or any affiliate of the Employer; (viii) Employee having present in his body illegal drugs in any amount during working hours or while on the property on in a vehicle of the Employer or any affiliate of the Employer; (ix) and Employee failing to immediately comply with a request that he submit to a drug or alcohol test after a work-related injury or accident or whenever the Employer reasonably suspects that Employee is in violation of (vi) through (viii) above. Upon termination of this Agreement as were provided in this Section 5(a)(i), the subject Agreement shall terminate and be of any previous notice given by Employer pursuant hereto within a twelve (12) month periodno further force and effect, no such notice from the Employer shall be required); or (iii) misappropriation of any business opportunity; or (iv) fraud, embezzlement or misappropriation of funds involving assets of the Employer, its customers, suppliers, or any of their affiliates; or (v) conviction of Employee of any criminal offense which adversely affects Employee's ability to perform his duties hereunder or the reputation of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material duties under this Agreement (after the Employee has received at least one (1) written notice from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (5) days to cease and desist such conduct); orexcept as provided in Section 7.

Termination by Employer for Cause. Employer shall have the right to may terminate Employee's employment hereunder this Agreement for cause immediately without prior notice to Employee. The term "causeCause" shall mean if Employee (i) any failure continually (by Employee act or omission) fails to perform any of Employee's job duties in accordance with the material duties assigned to Employee pursuant to this Agreement, which failure has not been cured within five (5) days after receipt of written notice from Employer (except that, in the event of any subsequent failure by Employee to perform the same or similar material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice from the Employer shall be required); (ii) any breach by Employee of any of the material terms of this Agreement which breach has not been cured within five (5) days after receipt of written notice of such breach from Employer (except that, and in accordance with the event of any subsequent breach by Employee reasonable direction of the same Board of Directors of Employer, (ii) is convicted of, pleads guilty to, or similar material terms confesses to a felony or any crime involving any act of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month perioddishonesty, no such notice from the Employer shall be required); fraud, misappropriation, embezzlement or moral turpitude, or (iii) misappropriation engages in any fraudulent, disloyal or unprofessional conduct which results in material injury to Employer or its affiliates, monetarily or otherwise. Prior to terminating this Agreement and Employee's employment as a result of subsection (i) above or as a result of disloyal ▇▇ ▇▇▇▇ofessional conduct, Employer shall give Employee written notice detailing the specific acts, actions, failures, or events upon which the termination will be based, and Employee shall have thirty (30) days after such written notice to cease such actions or otherwise correct any business opportunity; such failure or breach. During this thirty (iv30) fraudday cure period, embezzlement or misappropriation of funds involving assets Employee shall have a right to discuss the circumstances of the warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, its customers, suppliersGeneral Counsel or the Chief Financial Officer. If Employee does not cease such action or otherwise correct such failure or breach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or breach, Employee at any of their affiliates; time thereafter again so acts, fails or (v) conviction breaches, Employer may terminate this Agreement immediately. Employer shall be obligated to pay to Employee following a termination for Cause, all Base Compensation and Incentive Compensation earned by or accrued for the benefit of Employee through the date of any criminal offense which adversely affects Employee's ability to perform his duties hereunder or the reputation of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material duties under this Agreement (after the Employee has received at least one (1) written notice from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (5) days to cease and desist such conduct); ortermination.

Termination by Employer for Cause. Employer shall have the right to may, at its option, terminate this Agreement and Employee's ’s employment hereunder for cause immediately without prior Cause (as defined herein) upon giving notice of termination to Employee (following the expiration of the applicable cure period, if any) which notice specifies that Employer deems such termination to be for “Cause” hereunder and specifies in reasonable detail the grounds for such “Cause.” Employee’s employment shall terminate on the date on which such notice shall be given. The term "cause" For purposes hereof, “Cause” shall mean Employee’s (i) conviction of, guilty plea to or confession of guilt of a felony, (ii) willful misconduct or gross negligence in the performance of services hereunder, willful act or omission constituting dishonesty, fraud or other malfeasance, whether occurring before or during employment with Employer, which in any failure by Employee such case is materially injurious (monetarily or otherwise) to perform the business, prospects, or operations of Employer or any controlled affiliate of Employer and which, if curable, remains uncured (to the reasonable satisfaction of the material duties assigned to Employee pursuant to this Agreement, which failure has not been cured within five Board) for thirty (530) days after receipt of Employer provides written notice from Employer thereof to Employee, (except thatiii) after a written warning and a 30-day opportunity to cure such violation, in the event of any subsequent failure by Employee to perform the same or similar continued willful material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice from the Employer shall be required); (ii) any breach violation by Employee of any Employer’s written policies or procedures as uniformly applicable to all executive employees of the material terms of this Agreement which breach has not been cured within five (5) days after receipt of written notice of such breach Employer and as in effect from Employer (except thattime to time, in the event of any subsequent breach by Employee of the same or similar material terms of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month period, no such notice from the Employer shall be required); or (iii) misappropriation of any business opportunity; or (iv) fraudafter a written warning and a 30-day opportunity to cure such non-performance and breach, embezzlement or misappropriation of funds involving assets of the Employer, its customers, suppliers, or any of their affiliates; or (v) conviction of Employee of any criminal offense which adversely affects Employee's ability continued willful failure to perform his Employee’s material duties hereunder or the reputation other material breach of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material duties under this Agreement (after including, without limitation, a breach of any of Employee’s obligations under Article V hereof); provided, however, that in the case of any act or omission described in clauses (ii), (iii) and/or (iv) above which is or are not capable of cure, Employer shall not be required to give such 30-day opportunity to cure same prior to any termination therefor; and provided further, however, that in the event that Employer shall have previously given such 30-day opportunity to cure a specific act of Employee has received at least described in clauses (ii), (iii) or (iv) above during the immediately preceding one (1) written notice from year, Employer identifying shall not again be required to give such willful and repeated breach 30-day cure period for any second specific act which is the same act so committed by Employee as described in such clause (ii), (iii) or habitual neglect and has been given a period of at least five (5) days to cease and desist such conductiv); or, respectively.

Termination by Employer for Cause. Employer shall have the right to may, at its option, terminate this Agreement and Employee's ’s employment hereunder for cause immediately without prior Cause (as defined herein) upon giving notice of termination to Employee (following the expiration of the applicable cure period, if any) which notice specifies that Employer deems such termination to be for “Cause” hereunder and specifies in reasonable detail the grounds for such “Cause.” Employee’s employment shall terminate on the date on which such notice shall be given. The term "cause" For purposes hereof, “Cause” shall mean Employee’s (i) conviction of, guilty plea to or confession of guilt of a felony, (ii) willful misconduct or gross negligence in the performance of services hereunder, or willful act or omission constituting dishonesty, fraud or other malfeasance, whether occurring before or during employment with Employer, which in any failure by Employee such case which is materially injurious (monetarily or otherwise) to perform the business, prospects, or operations of Employer or any controlled affiliate of Employer and which, if curable, remains uncured (to the reasonable satisfaction of the material duties assigned to Employee pursuant to this Agreement, which failure has not been cured within five CEO) for thirty (530) days after receipt of Employer provides written notice from Employer thereof to Employee, (except thatiii) after a written warning and a 30-day opportunity to cure such violation, in the event of any subsequent failure by Employee to perform the same or similar continued willful material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice from the Employer shall be required); (ii) any breach violation by Employee of any Employer’s written policies or procedures as uniformly applicable to all executive employees of the material terms of this Agreement which breach has not been cured within five (5) days after receipt of written notice of such breach Employer and as in effect from Employer (except thattime to time, in the event of any subsequent breach by Employee of the same or similar material terms of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month period, no such notice from the Employer shall be required); or (iii) misappropriation of any business opportunity; or (iv) fraudafter a written warning and a 30-day opportunity to cure such non-performance and breach, embezzlement or misappropriation of funds involving assets of the Employer, its customers, suppliers, or any of their affiliates; or (v) conviction of Employee of any criminal offense which adversely affects Employee's ability continued willful failure to perform his Employee’s material duties hereunder or the reputation other material breach of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material duties under this Agreement (after including, without limitation, a breach of any of Employee’s obligations under Article V hereof); provided, however, that in the case of any act or omission described in clauses (ii), (iii) and/or (iv) above which is or are not capable of cure, Employer shall not be required to give such 30-day opportunity to cure same prior to any termination therefor; and provided further, however, that in the event that Employer shall have previously given such 30-day opportunity to cure a specific act of Employee has received at least described in clauses (ii), (iii) or (iv) above during the immediately preceding one (1) written notice from year, Employer identifying shall not again be required to give such willful and repeated breach 30-day cure period for any second specific act which is the same act so committed by Employee as described in such clause (ii), (iii) or habitual neglect and has been given a period of at least five (5) days to cease and desist such conductiv); or, respectively.

Termination by Employer for Cause. Employer shall have may terminate the right employment of Employee for cause by written notice to terminate Employee stating the specifics of the cause for termination. The causes for termination include: a conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; commission of any act of theft, fraud, dishonesty or falsification of any employment or business records of Employer or any of its affiliates; misconduct in connection with the performance of any of Employee's employment hereunder for cause immediately duties including without prior notice limitation misappropriation of funds or property of Employer or any of its affiliates, or securing or attempting to Employee. The term "cause" shall mean (i) secure personally profit in connection with any transaction entered into on behalf of Employer; any violation of law or regulations to which Employer or any of its affiliates is subject; deliberate destruction of any property belonging to Employer or any of its affiliates; harassment of a work colleague or customer; improper disclosure of the confidential or proprietary information of Employer or any of its affiliates; willful actions that Employee knows or should know may have a serious detrimental effect on the business or reputation of Employer or any of its affiliates; serious or repeated failure by Employee to follow reasonable instructions of Employer; chronic absenteeism, or failure or inability to perform any of the material reasonable assigned duties assigned to Employee pursuant to this Agreement, which failure has not been cured within five (5) days after receipt of written notice from Employer (except that, in the event of any subsequent failure by Employee and a reasonable opportunity to perform the same cure; or similar a material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice from the Employer shall be required); (ii) any breach by Employee of any of the material terms provision of this Agreement which breach has is not been cured within five (5) 30 days after receipt of written notice of such breach from Employer (except thatnotice. For purposes hereof, termination for "cause" shall not include any act or failure to act on Employee's part if done or omitted to be done by him in demonstrable good faith and with the reasonable belief that his act or omission was in the event best interest of any subsequent breach by Employee of the same or similar material terms of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month period, no such notice from the Employer shall be required); or (iii) misappropriation of any business opportunity; or (iv) fraud, embezzlement or misappropriation of funds involving assets of the Employer, its customers, suppliers, or any of their affiliates; its affiliates or (v) conviction pursuant to an express policy of Employer at the time of such act or omission. In the event Employer wishes to investigate any alleged misconduct, Employer may, after discussing the proposal of suspension with Employee of any criminal offense which adversely affects and considering Employee's ability to perform his duties hereunder or views, suspend Employee on pay while the reputation of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material duties under this Agreement (after the Employee has received at least one (1) written notice from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (5) days to cease and desist such conduct); orinvestigation is carried out.

Termination by Employer for Cause. Employer shall have the right to may terminate Employee's ’s employment hereunder for cause immediately without prior “Cause” (as defined below), provided that Employer has complied with the provisions of this Section 7.1. Employee shall be given written notice by Employer’s Board of Directors of the intention to terminate him for Cause. Such notice shall state in reasonable detail the particular circumstances that constitute Cause for termination. Employee shall have 15 days after receiving such notice in which to cure such circumstances, to the extent such cure is possible. If cure is not possible, or if he fails to cure such circumstances, Employee shall then be entitled to a hearing before the Board. Such hearing shall be held within 20 days of his receiving such notice, provided that he requests such hearing within 15 days of receiving such notice. If, within five days following such hearing, the Board gives written notice to Employee confirming that, in the judgment a majority of the members of the Board (excluding Employee), Cause for terminating his employment on the basis set forth in the original notice exists, the Term and Employee’s employment hereunder shall be terminated for Cause. The term "cause" “Cause” for purposes of this New Employment Agreement shall mean any of the following: (a) Employee has materially breached any material term of this Agreement; (b) Employee is (i) convicted of, or has entered a plea of guilty or nolo contendere to, any felony that in the reasonable judgment of Employer’s Board of Directors is materially injurious to Employer or its reputation or (ii) is convicted of, or has entered a plea of guilty or nolo contendere to, any misdemeanor, felony or other crime of moral turpitude that in the reasonable judgment of the Board of Directors of Employer is materially injurious to Employer or its reputation; provided, however, that in the event Employee is indicted for, or charged with, the commission of any felony that in the judgment of the Board of Directors could reasonably be expected to result in substantial lasting harm to Employer or its reputation, Employer shall be entitled summarily to suspend Employee’s services to Employer hereunder, without a loss to Employee of his compensation and other benefits hereunder, during the pendency of such indictment or charge; (c) Employee has willfully committed (i) any failure by act of fraud or gross misconduct against Employer or (ii) any act of fraud or gross misconduct not directly involving Employer that in the reasonable judgment of the Board of Directors of Employer is materially injurious to Employer or its reputation; or (d) Employee has willfully failed or refused or is legally unable (other than due to his death or total disability as defined in Section 19), to perform any his duties as required under this Agreement. If Employer terminates Employee’s employment for Cause, the termination shall take effect on the effective date (determined under Section 16) of the material duties assigned final written notice to Employee pursuant to this AgreementSection 7.1, which failure has not been cured and Employee shall be entitled to (i) a lump sum cash payment, payable within five ten (510) business days after receipt the date of written notice from Employer termination of Employee’s employment, equal to the sum of (except thatA) any accrued but unpaid salary as of the date of such termination, (B) any accrued but unpaid bonus due under Section 6.2 for any annual period ended prior to the date of such termination and (C) the minimum bonus under Section 6.2 for the annual period in which such termination occurs, prorated through the date of such termination, and (ii) such benefits, if any, to which Employee or his dependents or beneficiaries may then be entitled as a participant under the employee benefit plans referred to in Section 6.6. In the event of the termination of Employee’s employment for Cause, Employee’s stock options and any subsequent failure by Employee other equity awards based on Employer’s securities, such as restricted stock, restricted stock units, stock appreciation rights, performance units, etc. shall, to perform the same or similar material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month periodextent then vested and exercisable, no such notice from the Employer shall be required); (ii) any breach by Employee of any of the material terms of this Agreement which breach has not been cured within five (5) days after receipt of written notice of such breach from Employer (except that, remain vested and exercisable in the event of any subsequent breach by Employee of the same or similar material terms of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month period, no such notice from the Employer shall be required); or (iii) misappropriation of any business opportunity; or (iv) fraud, embezzlement or misappropriation of funds involving assets of the Employer, its customers, suppliers, or any of accordance with their affiliates; or (v) conviction of Employee of any criminal offense which adversely affects Employee's ability to perform his duties hereunder or the reputation of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material duties under this Agreement (after the Employee has received at least one (1) written notice from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (5) days to cease and desist such conduct); orterms

Termination by Employer for Cause. Employer shall have the right to may terminate Employee's employment hereunder this Agreement for cause immediately without prior notice to Employee. The term "causeCause" shall mean if Employee (i) any failure continually (by Employee act or omission) fails to perform any of Employee's job duties in accordance with the material duties assigned to Employee pursuant to this Agreement, which failure has not been cured within five (5) days after receipt of written notice from Employer (except that, in the event of any subsequent failure by Employee to perform the same or similar material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice from the Employer shall be required); (ii) any breach by Employee of any of the material terms of this Agreement which breach has not been cured within five (5) days after receipt of written notice of such breach from Employer (except that, and in accordance with the event of any subsequent breach by Employee reasonable direction of the same Board of Directors of Employer, (ii) is convicted of, pleads guilty to, or similar material terms confesses to a felony or any crime involving any act of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month perioddishonesty, no such notice from the Employer shall be required); fraud, misappropriation, embezzlement or moral turpitude, or (iii) misappropriation engages in any fraudulent, disloyal or unprofessional conduct which results in material injury to Employer or its affiliates, monetarily or otherwise. Prior to terminating this Agreement and Employee's employment as a result of subsection (i) above or as a result of disloy▇▇ ▇▇ ▇▇▇▇ofessional conduct, Employer shall give Employee written notice detailing the specific acts, actions, failures, or events upon which the termination will be based, and Employee shall have thirty (30) days after such written notice to cease such actions or otherwise correct any business opportunity; such failure or breach. During this thirty (iv30) fraudday cure period, embezzlement or misappropriation of funds involving assets Employee shall have a right to discuss the circumstances of the warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, its customers, suppliersGeneral Counsel or the Chief Financial Officer. If Employee does not cease such action or otherwise correct such failure or breach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or breach, Employee at any of their affiliates; time thereafter again so acts, fails or (v) conviction breaches, Employer may terminate this Agreement immediately. Employer shall be obligated to pay to Employee following a termination for Cause, all Base Compensation and Incentive Compensation earned by or accrued for the benefit of Employee through the date of any criminal offense which adversely affects Employee's ability to perform his duties hereunder or the reputation of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material duties under this Agreement (after the Employee has received at least one (1) written notice from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (5) days to cease and desist such conduct); ortermination.

Termination by Employer for Cause. Notwithstanding anything to the contrary herein contained, Employer shall have may terminate immediately the right to terminate Employee's employment hereunder for cause immediately of Employee without prior notice to Employee. The term "cause" shall mean and without pay in lieu of notice: (i) any failure by if Employee to perform any commits an act of theft, fraud or material dishonesty or misconduct involving the material duties assigned to Employee pursuant to this Agreement, which failure has not been cured within five (5) days after receipt property or affairs of written notice from Employer (except that, in or the event carrying out of any subsequent failure by Employee to perform the same or similar material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice from the Employer shall be required); Employee's duties; (ii) any if Employee commits a material breach by Employee or material non-observance of any of the material terms or conditions of this Employment Agreement; PROVIDED, HOWEVER, that, if such breach or non-observance is capable of cure, Employee is given written notice identifying any such breach or non-observance with particularity and (A) fails to remedy the same within ten (10) days of receipt of such notice, or (B) fails to commence such cure within such ten (10) day period and to continue to effect such cure thereafter provided that any cure period lasting longer than ten (10) days shall only apply if such breach or non-observance is capable of cure within a reasonable time of such notice; (iii) if Employee is convicted of a felony; (iv) if Employee refuses or fails to follow any lawful directive related to the Employer's business issued by Employer's Board of Directors or the person to whom the Employee reports; PROVIDED, HOWEVER, that, if such refusal or failure is capable of cure, Employee is given written notice identifying any such refusal or failure with particularity and (A) fails to remedy the same within ten (10) days of receipt of such notice, or (B) fails to commence such cure within such ten (10) day period and to continue to effect such cure thereafter provided that any cure period lasting longer than ten (10) days shall only apply if such refusal or failure is capable of cure within a reasonable time of such notice; (v) if Employee or any member of his family makes any personal profit arising out of or in connection with a transaction to which Employer or any of its subsidiaries or affiliates is a party without making disclosure to and obtaining prior written consent of Employer; (vi) if Employee habitually fails to perform or performs his duties or responsibilities hereunder incompetently in any material respect, or if Employee is inexcusably or repeatedly absent from work or if Employee is absent for a prolonged period of time (other than as a result of, or in connection with, a disability or a legally protected leave) (collectively "Non-Performance"); PROVIDED, HOWEVER, that, if such Non-Performance is capable of cure, Employee is given written notice identifying any such breach or non-observance with particularity and (A) fails to remedy the same within ten (10) days of receipt of such notice, or (B) fails to commence such cure within such ten (10) day period and to continue to effect such cure thereafter provided that any cure period lasting longer than ten (10) days shall only apply if such Non-Performance is capable of cure within a reasonable time of such notice; or (vii) if Employee breaches any obligation under the Confidentiality and Non-Competition Agreement which breach has not been cured within five (5) days after receipt of written notice of such breach from Employer (except that, in the event of any subsequent breach is being executed by Employee of the same or similar material terms of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve simultaneously herewith; PROVIDED, HOWEVER, that with respect to Subsections (12a)(ii), (iv) month periodand (vi), no such notice from the Employer shall only be required); or (iii) misappropriation of any business opportunity; or (iv) fraud, embezzlement or misappropriation of funds involving assets of the Employer, its customers, suppliers, or any of their affiliates; or (v) conviction of Employee of any criminal offense which adversely affects Employee's ability required to perform his duties hereunder or the reputation of Employer; or (vi) the willful provide notice and repeated breach or habitual neglect by Employee of his material duties under this Agreement (after the Employee has received at least opportunity to cure on one (1) written notice from occasion. Upon the termination of Employee's employment pursuant to this Subsection (a), the employment of Employee hereunder shall be wholly terminated. Upon any such termination, Employee shall have no claim against Employer identifying such willful in respect of his employment for damages or otherwise except in respect of payment of Annual Salary earned, due and repeated breach or habitual neglect owing and has been given a period unused vacation time to the date of at least five (5) days to cease and desist such conduct); ortermination. Further, following any termination for Cause, Employee shall forfeit all of Employee's unvested options.

Termination by Employer for Cause. In the event of termination of Employee's employment hereunder by Employer "For Cause," Employee shall not be entitled to any severance pay, except as otherwise provided in any applicable benefits plans of Employer that cover Employee. A termination of Employee's employment hereunder by Employer shall be deemed to have occurred "For Cause" if, within a reasonable period after such termination, a good faith finding shall be made by a majority of the Board that such termination occurred as a result of any of the following: (A) any act committed by Employee which shall represent a breach in any material respect of any of the terms of this Agreement and which breach is not cured within thirty (30) days of receipt by Employee of written notice from Employer of such breach; (B) improper conduct, consisting of any willful act or omission with the intent of obtaining, to the material detriment of Employer, any benefit to which Employee would not otherwise be entitled; (C) improper conduct consisting of sexual harassment or act of moral turpitude; (D) gross negligence, consisting of wanton and reckless acts or omissions in the performance of Employee's duties to the material detriment of Employer; (E) bad faith in the performance of Employee's duties, consisting of willful acts or omissions, to the material detriment of Employer, including excessive unexcused absence from work; (F) use of illegal drugs or unauthorized use of alcohol in the workplace or being under the influence of illegal drugs or alcohol while at work; or (G) any conviction of, or plea of nolo contendere to, a crime (other than a traffic violation) that constitutes a felony under the laws of the United States or any political subdivision thereof. Employer shall provide written notice to Employee, within a 4 reasonable time period, that the Board is convening for purposes of determining whether Employee's termination of employment was For Cause and Employee (or his representative) shall have the right to terminate Employee's employment hereunder for cause immediately without prior notice to Employee. The term "cause" shall mean (i) any failure by Employee to perform any of appear before the material duties assigned to Employee pursuant to this Agreement, which failure has not been cured within five (5) days after receipt of written notice from Employer (except that, Board in the event of any subsequent failure by Employee to perform the same or similar material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no connection with such notice from the Employer shall be required); (ii) any breach by Employee of any of the material terms of this Agreement which breach has not been cured within five (5) days after receipt of written notice of such breach from Employer (except that, in the event of any subsequent breach by Employee of the same or similar material terms of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month period, no such notice from the Employer shall be required); or (iii) misappropriation of any business opportunity; or (iv) fraud, embezzlement or misappropriation of funds involving assets of the Employer, its customers, suppliers, or any of their affiliates; or (v) conviction of Employee of any criminal offense which adversely affects Employee's ability to perform his duties hereunder or the reputation of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material duties under this Agreement (after the Employee has received at least one (1) written notice from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (5) days to cease and desist such conduct); ordetermination.

Termination by Employer for Cause. Employer may terminate Executive with or without Cause upon written notice to Executive. If Executive is terminated for Cause: (i) Employer shall pay to Executive the Accrued Obligations, (ii) Executive’s participation in the Benefit Plans shall terminate as of the Termination Date, and (iii) Employer shall have the right no further obligations to terminate Employee's employment hereunder for cause immediately without prior notice to Employee. The term "cause" shall mean (i) any failure by Employee to perform any of the material duties assigned to Employee pursuant to Executive under this Agreement, which other than those provided in this Section 5.02. For purposes of this Agreement, “Cause” means: (a) Executive’s failure to substantially perform Executive’s duties with the Company (if Executive has not been cured such failure to substantially perform, if curable, within five thirty (530) days after Executive’s receipt of written notice from Employer (except that, in the event of any subsequent failure by Employee to perform the same or similar material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice thereof from the Employer shall be requiredBoard that specifies the conduct constituting Cause under this clause (a)); (iib) any breach by Employee of any of the material terms of this Agreement which breach has not been cured within five (5) days after receipt of written notice of such breach from Employer (except thatExecutive’s willful misconduct, or gross negligence in the event performance of Executive’s duties hereunder; (c) the conviction of Executive, or the entering by Executive of a guilty plea or plea of no contest with respect to, any subsequent breach by Employee crime that constitutes a felony or involves fraud, dishonesty or moral turpitude; (d) Executive’s commission of the same or similar material terms an act of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month period, no such notice from the Employer shall be required); or (iii) misappropriation of any business opportunity; or (iv) fraud, embezzlement or misappropriation of funds involving assets against the Company; (e) Executive’s material breach of the Employerfiduciary duty owed by Executive to Company; (f) Executive’s engaging in any improper conduct (including conduct that occurred within ten (10) years prior to the date of this Agreement that has not been previously disclosed to the Company) that has or is likely to have an adverse economic or reputational impact on the Company; (g) Executive engaging in sexual or other harrasment in the workplace or with respect to any employees, its consultants, customers, suppliers, vendors or business relations of Employer and its Affiliates or violating any of their affiliatesCompany policies regarding harrasment; or (vh) conviction Executive’s material breach of Employee of any criminal offense which adversely affects Employee's ability to perform his duties hereunder or the reputation of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material duties under this Agreement (if Executive has not cured such breach, if curable, within thirty (30) days after the Employee has received at least one (1) Executive’s receipt of written notice thereof from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five the Board that specifies the conduct constituting Cause under this clause (5) days to cease and desist such conducth); or).

Termination by Employer for Cause. Employer shall have the right to may terminate Employee's employment hereunder this Agreement for cause immediately without prior notice to Employee. The term "causeCause" shall mean if Employee (i) any failure continually (by Employee act or omission) fails to perform any of Employee's job duties in accordance with the material duties assigned to Employee pursuant to this Agreement, which failure has not been cured within five (5) days after receipt of written notice from Employer (except that, in the event of any subsequent failure by Employee to perform the same or similar material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice from the Employer shall be required); (ii) any breach by Employee of any of the material terms of this Agreement which breach has not been cured within five (5) days after receipt of written notice of such breach from Employer (except that, and in accordance with the event of any subsequent breach by Employee reasonable direction of the same Board of Directors of Employer, (ii) is convicted of, pleads guilty to, or similar material terms confesses to a felony or any crime involving any act of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month perioddishonesty, no such notice from the Employer shall be required); fraud, misappropriation, embezzlement or moral turpitude, or (iii) misappropriation engages in any fraudulent, disloyal or unprofessional conduct which results in material ▇▇▇▇▇▇ ▇▇ ▇▇▇loyer or its affiliates, monetarily or otherwise. Prior to terminating this Agreement and Employee's employment as a result of subsection (i) above or as a result of disloyal or unprofessional conduct, Employer shall give Employee written notice detailing the specific acts, actions, failures, or events upon which the termination will be based, and Employee shall have thirty (30) days after such written notice to cease such actions or otherwise correct any business opportunity; such failure or breach. During this thirty (iv30) fraudday cure period, embezzlement or misappropriation of funds involving assets Employee shall have a right to discuss the circumstances of the warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, its customers, suppliersGeneral Counsel or the Chief Financial Officer. If Employee does not cease such action or otherwise correct such failure or breach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or breach, Employee at any of their affiliates; time thereafter again so acts, fails or (v) conviction breaches, Employer may terminate this Agreement immediately. Employer shall be obligated to pay to Employee following a termination for Cause, all Base Compensation and Incentive Compensation earned by or accrued for the benefit of Employee through the date of any criminal offense which adversely affects Employee's ability to perform his duties hereunder or the reputation of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material duties under this Agreement (after the Employee has received at least one (1) written notice from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (5) days to cease and desist such conduct); ortermination.

Termination by Employer for Cause. In the event of termination of --------------------------------- Employee's employment hereunder by Employer "For Cause," Employee shall not be entitled to any severance pay, except as otherwise provided in any applicable benefits plans of Employer that cover Employee. A termination of Employee's employment hereunder by Employer shall be deemed to have occurred "For Cause" if, within a reasonable period after such termination, a good faith finding shall be made by a majority of the Board that such termination occurred as a result of any of the following: (A) any act committed by Employee which shall represent a breach in any material respect of any of the terms of this Agreement and which breach is not cured within 30 days of receipt by Employee of written notice from Employer of such breach; (B) improper conduct consisting of sexual harassment or act of moral turpitude; (C) use of illegal drugs or unauthorized use of alcohol in the workplace or being under the influence of illegal drugs or alcohol while at work; or (D) any conviction of, or plea of nolo contendere to, a crime (other than a traffic violation) that constitutes a felony under the laws of the United States or any political subdivision thereof. Employer shall provide written notice to Employee, within a reasonable time period, that the Board is convening for purposes of determining whether Employee's termination of employment was For Cause and Employee (or his representative) shall have the right to appear before the Board in connection with such determination. If Employer intends to terminate Employee's employment hereunder for cause immediately without prior this Agreement under either (B) or (C) above, Employer shall first provide written notice to Employee. The term "cause" shall mean (i) any failure by Employee and if the Employee disputes the factual basis for Employer's right to perform any of so terminate, then the material duties assigned to Employee pursuant to this Agreement, which failure has not been cured within five (5) days after receipt of written notice from Employer (except that, in the event of any subsequent failure by Employee to perform the same or similar material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice from the Employer dispute shall be required); (ii) submitted to arbitration under Section 7 and any breach by Employee of any of the material terms of this Agreement which breach has not been cured within five (5) days after receipt of written notice of such breach from Employer (except that, in the event of any subsequent breach by Employee of the same or similar material terms of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month period, no such notice from the Employer termination shall be required); delayed until the arbitration decision or (iii) misappropriation of any business opportunity; or (iv) fraud, embezzlement or misappropriation of funds involving assets of the Employer, its customers, suppliers, or any of their affiliates; or (v) conviction of Employee of any criminal offense which adversely affects Employee's ability to perform his duties hereunder or the reputation of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material duties under this Agreement (after the Employee has received at least one (1) written notice from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (5) days to cease and desist such conduct); oraward is entered.

Termination by Employer for Cause. Employer shall have the right to may terminate Employee's ’s employment hereunder for cause immediately without prior “Cause” by delivering written notice to Employee. The term "Upon delivery of the written notice, Employee’s employment shall cease immediately. For purposes of this Agreement, “cause" shall mean ” includes: (i) the Employee’s commission of an act of fraud or misrepresentation on Employer, a member of the Employer Group, any failure by Employee to perform investor, client, or customer, or any of Employer Group’s directors or shareholders in connection with the material duties assigned to Employee pursuant to this Agreement, which failure has not been cured within five (5) days after receipt performance of written notice from Employer (except that, in the event of any subsequent failure by Employee to perform the same or similar material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice from the Employer shall be required)her duties; (ii) the conviction of Employee (or Employee’s entering a plea of guilty or no contest) of a felony, any criminal statute of any jurisdiction for which imprisonment of three months or more may be imposed, or any crime involving dishonesty or moral turpitude; (iii) Employee’s insubordination, gross negligence or intentional misconduct in the performance of her duties; (iv) any serious or continuing breach by Employee of any of the material terms term of this Agreement which breach has not been cured within five (5) days after receipt of written notice of such breach from Employer (except that, in the event of any subsequent breach by Employee of the same or similar material terms of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month period, no such notice from the Employer shall be required); or (iii) misappropriation of any business opportunity; or (iv) fraud, embezzlement or misappropriation of funds involving assets of the Employer, its customers, suppliers, or any of their affiliatesother written agreement between Employee and Employer; or (v) conviction of Employee of any criminal offense which adversely affects Employee's ability ’s intentional and continued failure to substantially perform his duties hereunder or the reputation of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material her duties under this Agreement or any other written agreement between Employee and Employer (after the Employee has received at least one (1) written notice other than any such failure resulting from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (5) days to cease and desist such conductdisability under Section 10(a)); or(vi) theft or embezzlement committed by Employee; (vii) Employee’s current use of any illegal drug or excessive use of alcohol on the job; (viii) Employee’s breach of fiduciary duty; (ix) Employee’s breach of duty of loyalty to the Employer through appropriation or attempted appropriation of opportunities for Employee’s own advantage or through other conflicts of interest where Employee acts for her own personal benefit, instead of for the benefit of the Employer; (x) acts or omissions by Employee which are materially and demonstrably injurious to the Employer, or could reasonably be expected to adversely affect the business or reputation of the Employer; and (xi) Employee’s default on any loan issued by Employer Group. In the event that Employee’s employment is terminated for “cause”, she shall be entitled to compensation only through the last day in which she provides service to Employer.

Termination by Employer for Cause. Employer shall have the right to terminate The Employee's employment hereunder may be terminated for cause immediately without prior notice to Employee"Cause" by Employer. The term "causeCause" shall mean (i) any the willful failure by of the Employee substantially to perform his duties as an employee of, or in connection with his provision of services to, any member of the MGI/CERA Group (other than any such failure due to physical or mental illness), (ii) in the reasonable judgment of the Board, the Employee's engaging in willful and serious misconduct that is injurious to Employer or any member of the MGI/CERA Group, (iii) the Employee's conviction of, or entering a plea of nolocontendere to, a crime that constitutes a felony, (iv) the material violation by the Employee of any material federal or state securities law or (v) the willful and material breach by the Employee of any of the material duties assigned covenants set forth under Section 8, 9, 10 or 11 hereof or of any take-along or similar covenants applicable to the limited liability company interests, or options to purchase such limited liability company interests, of the Parent LLC held by the Employee. Termination of employment of the Employee pursuant shall not be deemed to this Agreement, which failure has not been cured within five be for Cause hereunder unless and until (5A) days after receipt of written notice from Employer (except that, in the event of any subsequent failure by Employee to perform the same or similar material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve Cause defined in clauses (12) month periodi), no such notice from the Employer shall be required); (ii) any breach by Employee of any of the material terms of this Agreement which breach has not been cured within five (5) days after receipt of written notice of such breach from Employer (except that), in the event of any subsequent breach by Employee of the same or similar material terms of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month period, no such notice from the Employer shall be required); or (iii) misappropriation of any business opportunity; or (iv) fraud, embezzlement or misappropriation of funds involving assets of the Employer, its customers, suppliers, or any of their affiliates; or and (v) conviction of this paragraph (b), a written notice has been delivered to the Employee of any criminal offense by Employer which adversely affects Employee's ability to perform his duties hereunder or specifically identifies the reputation of Employer; or (vi) Cause which is the willful basis for termination and repeated breach or habitual neglect by Employee of his material duties under this Agreement (after the Employee has received at least one (1) written notice from Employer identifying such willful and repeated breach failed to cure or habitual neglect and has been given remedy the act or omission so identified within a period of at least five fourteen (514) business days after the Employee's receipt of Employer's notice and (B) Employer's Board of Directors has voted to cease and desist such conduct); orterminate the Employee for Cause, which vote shall be an affirmative vote of not less than a majority of the members

Termination by Employer for Cause. Employer shall have the right to may, at its option, terminate Employee's employment hereunder this Agreement by giving written notice of termination for cause immediately without prior notice "cause" to Employee, and complying with the terms of this Section 5.01. The For the purpose of this Section 5.01, the term "cause" shall mean (i) willful misconduct or gross malfeasance, or an act or acts of gross negligence in the course of employment or any failure by Employee to perform any material breach of the Employee's obligations contained in this Agreement if such material duties assigned to Employee pursuant to breach of Employee's obligations under this Agreement, which failure has not been cured within five Agreement continues for a period of thirty (530) days after receipt of written notice from Employer (except that, in the event of any subsequent failure by Employee to perform the same or similar material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice from the Employer shall be required); (ii) any breach by Employee of any of the material terms of this Agreement which breach has not been cured within five (5) days after Employee's actual receipt of written notice of such material breach from Employer Employer; (except that, in ii) any intentional material misstatement or material omission to the event Board of any subsequent breach by Employee Directors of the same Bank or similar material terms any member thereof, respectively, with respect to the business, financial condition, or results of this Agreement as were operations of the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month period, no such notice from the Employer shall be required)Bank; or (iii) misappropriation the intentional failure of any business opportunitythe Employee to follow the reasonable instructions or the policies of the Board (other than as a result of disability) if, but only if, (a) such instructions or policies are (A) lawful and (B) consistent with this Agreement and Employee's duties hereunder and (b) such violation continues for a period of thirty (30) days following Employee's actual receipt of written notice of Employee's violation of such instructions or policies; or (iv) fraudthe Employee's conviction, embezzlement admission, confession or misappropriation agreed deferred adjudication of funds involving assets any felony or Employee's conviction, admission or confession of the Employer, its customers, suppliers, or any of their affiliatesother criminal act resulting in incarceration for a period greater than six months; or (v) conviction of the intentional violation by the Employee of any criminal offense which adversely affects Employee's ability to perform his duties hereunder applicable state or the reputation federal banking statutes, rules or regulations. Upon termination of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material duties under this Agreement (after for "cause", Employee shall be entitled to receive Basic Compensation earned but unpaid at the time of such termination, reimbursable expenses incurred by, but not yet reimbursed, to Employee at the time of such termination, any earned and other vested benefits due to Employee at the time of such termination, and group health coverage that is required to be continued by applicable law. In the event Employee is terminated for "cause" pursuant to this Section 5.01, Employee shall continue to be bound by the non compete and non disclosure covenants contained in Article 4, but the Employee has received at least one (1) written notice from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (5) days shall not be entitled to cease and desist such conduct); orreceive the Non Compete Payment described in Section 4.01.

Termination by Employer for Cause. Employer shall have the right to may terminate Employee's employment hereunder this Agreement for cause immediately without prior notice to Employee. The term "causeCause" shall mean if Employee (i) any failure continually (by Employee act or omission) fails to perform any of Employee's job duties in accordance with the material duties assigned to Employee pursuant to this Agreement, which failure has not been cured within five (5) days after receipt of written notice from Employer (except that, in the event of any subsequent failure by Employee to perform the same or similar material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice from the Employer shall be required); (ii) any breach by Employee of any of the material terms of this Agreement which breach has not been cured within five (5) days after receipt of written notice of such breach from Employer (except that, and in accordance with the event of any subsequent breach by Employee reasonable direction of the same Board of Directors of Employer, (ii) is convicted of, pleads guilty to, or similar material terms confesses to a felony or any crime involving any act of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month perioddishonesty, no such notice from the Employer shall be required); fraud, misappropriation, embezzlement or moral turpitude, or (iii) misappropriation engages in any fraudulent, disloyal or unprofessional conduct which results in material i▇▇▇▇▇ ▇▇ ▇▇▇▇oyer or its affiliates, monetarily or otherwise. Prior to terminating this Agreement and Employee's employment as a result of subsection (i) above or as a result of disloyal or unprofessional conduct, Employer shall give Employee written notice detailing the specific acts, actions, failures, or events upon which the termination will be based, and Employee shall have thirty (30) days after such written notice to cease such actions or otherwise correct any business opportunity; such failure or breach. During this thirty (iv30) fraudday cure period, embezzlement or misappropriation of funds involving assets Employee shall have a right to discuss the circumstances of the warning notice in a meeting with the Chief Executive Officer, Vice President of Human Resources, and at Employer's option either a director, its customers, suppliersGeneral Counsel or the Chief Financial Officer. If Employee does not cease such action or otherwise correct such failure or breach within such thirty day time period, or having twice received such written notice and ceased such actions or corrected such failure or breach, Employee at any of their affiliates; time thereafter again so acts, fails or (v) conviction breaches, Employer may terminate this Agreement immediately. Employer shall be obligated to pay to Employee following a termination for Cause, all Base Compensation and Incentive Compensation earned by or accrued for the benefit of Employee through the date of any criminal offense which adversely affects Employee's ability to perform his duties hereunder or the reputation of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material duties under this Agreement (after the Employee has received at least one (1) written notice from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (5) days to cease and desist such conduct); ortermination.

Termination by Employer for Cause. Employer shall have the right to may terminate Employee's ’s employment hereunder for cause immediately without prior notice Cause (as defined below) at any time. If Employer terminates Employee’s employment for Cause, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from Employer or any member of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) business expense reimbursement pursuant to Section 3(d), and (3) benefits provided pursuant to Section 3(c), subject to the terms and conditions applicable thereto. For purposes of this Section 11(a), Cause is defined as Employee. The term "cause" shall mean ’s (i) any failure to abide by Employee Employer’s policies and procedures, (ii) misconduct, insubordination, or inattention to perform any of the material duties assigned to Employee pursuant to this AgreementEmployer’s business, which (iii) failure has not been cured within five (5) days after receipt of written notice from Employer (except that, in the event of any subsequent failure by Employee to perform the same duties required of Employee up to the standards established by Employer, or similar other material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice from the Employer shall be required); (ii) any breach by Employee of any of the material terms of this Agreement which breach has not been cured within five (5) days after receipt other than as a result of written notice of such breach from Employer (except thata Disability), in the event of any subsequent breach by Employee of the same or similar material terms of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month period, no such notice from the Employer shall be required); or (iii) misappropriation of any business opportunity; or (iv) fraud, embezzlement failure or misappropriation of funds involving assets of inability to satisfy the Employer, its customers, suppliers, or any of their affiliates; or (v) conviction of Employee of any criminal offense which adversely affects Employee's ability requirements stated in Section 7 above. Prior to perform his duties hereunder or the reputation of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material duties a termination for Cause under this Agreement (after the Employee has received at least one (1) Section 11(a), Employer must provide a written notice from of deficiency to Employee and thereafter provide Employee with a reasonable opportunity to cure the deficient conduct, if such conduct is capable of being cured. If such conduct is incapable of being cured or if, after a reasonable opportunity to cure, Employee fails to cure the deficient conduct, Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (5) days to cease and desist such conduct); ormay immediately terminate Employee’s employment hereunder for Cause.

Termination by Employer for Cause. This Agreement may be terminated by the Employer for good cause upon ten (10) days written notice to Employee. Such termination shall have be without prejudice to any right or remedy to which the Employer may be entitled either at law, in equity, or under this Agreement. Without prejudice to the generality of the right to terminate for good cause, each of the following contingencies will be good cause: (a) Should the Employee by reason of' injury or illness fail to perform his duties as an employee under this Agreement for more than 180 consecutive days; (b) Should the Employee's employment hereunder , for cause immediately without prior notice to Employee. The term "cause" shall mean reasons other than (i) any failure by Employee vacation leave in accordance with the Employer's policies existing from time to perform any of the material duties assigned to Employee pursuant to time and in accordance with this Agreement, which failure has not been cured within five (5) days after receipt of written notice from Employer (except that, in the event of any subsequent failure by Employee to perform the same or similar material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice from the Employer shall be required); (ii) any breach by Employee of any of the material terms of this Agreement which breach has not been cured within five (5) days after receipt of written notice of such breach from Employer (except that, in the event of any subsequent breach by Employee of the same or similar material terms of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month period, no such notice from the Employer shall be required); illness or (iii) misappropriation injury, absent; (c) Absent himself from his duties without the consent of any the Board of Directors of the Employer for more than ten (10) consecutive business opportunity; days; (d) Should the Employee be convicted of a felony or (iv) frauda crime involving moral turpitude or a crime which, embezzlement or misappropriation of funds involving assets in the sole judgment of the Employer, materially adversely affects the utility of the services of the Employee to the Employer in its customers, suppliersbusiness; (e) Should the Employee engage in any activity related to the business of the Employer that would constitute a material conflict of interest with the Employer without the consent of the Board of Directors of Employer, (f) Should the Employee be grossly negligent in the performance of his duties hereunder, or any other-wise fail to comply with the material terms and conditions of their affiliates; or (v) conviction this Agreement, unless waived in writing by the Board of Employee of any criminal offense which adversely affects Employee's ability to perform his duties hereunder or the reputation Directors of Employer; or or (vig) Should the Employee's conduct constitute material willful and repeated breach or habitual neglect by Employee misconduct; or (h) The death of his material duties under the Employee. Any decision to terminate this Agreement (after pursuant to this Section 6.01 shall be made by the affirmative vote of a majority of the members of the Board of Directors other than Employee has received if Employee is a member of the Board of Directors at least one (1) written notice from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (5) days to cease and desist such conduct); orthe time the vote is taken.

Termination by Employer for Cause. Employer shall have the right to The Company may, at its option, terminate this Agreement and Employee's ’s employment hereunder for cause immediately without prior Cause (as defined below) upon giving notice of termination to Employee. The term "cause" As used in this Agreement, “Cause” shall mean Employee’s (i) any failure by Employee to perform conviction of, or guilty plea or plea of no contest to, a felony or other crime involving dishonesty, theft or moral turpitude, (ii) commission of a fraudulent, illegal or dishonest act in respect of the Parent, its subsidiaries (including, without limitation, the Company) or any of their respective clients/customers, (iii) willful misconduct or gross negligence that is, or reasonably could be expected to be, injurious (monetarily or otherwise) to the business, operations or reputation of the Parent and/or any of its subsidiaries (including, without limitation, the Company), (iv) willful violation of a federal, state or local law or regulation applicable to the business of the Parent and/or any of its subsidiaries (including, without limitation, the Company), (v) material violation of the Parent’s and/or the Company’s policies or procedures in effect from time to time, (vi) material failure to satisfactorily perform Employee’s duties as assigned to Employee pursuant from time to time, (vii) breach of the terms of the Covenants Agreement (as defined in Section 8 below), or (viii) other material breach of Employee’s representations, warranties, covenants and other obligations under this Agreement; provided, which however, to the extent that any violation, failure has or breach described in clauses (v), (vi), or (viii) is subject to cure (as determined by the Company in its reasonable discretion), then such violation, failure or breach shall not been cured within five (5) days after receipt of written notice from Employer (except that, in constitute “Cause” unless the event of any subsequent failure by Company provides Employee to perform the same or similar material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice from the Employer shall be required); (ii) any breach by Employee of any of the material terms of this Agreement which breach has not been cured within five (5) days after receipt of with written notice of such violation, failure or breach from Employer and Employee fails to cure such violation, failure or breach within ten (except that, in the event of any subsequent breach by Employee of the same or similar material terms of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month period, no such notice from the Employer shall be required); or (iii) misappropriation of any business opportunity; or (iv) fraud, embezzlement or misappropriation of funds involving assets of the Employer, its customers, suppliers, or any of their affiliates; or (v) conviction of Employee of any criminal offense which adversely affects Employee's ability to perform his duties hereunder or the reputation of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material duties under this Agreement (after the Employee has received at least one (1) written notice from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (510) days to cease and desist of receipt of such conduct); ornotice.

Termination by Employer for Cause. Employer shall have the right to may terminate Employee's employment hereunder at any time for cause immediately without prior notice to EmployeeCause. The term For purposes of this Agreement, "causeCause" shall mean includes, but is not limited to: (i) any failure a material breach of this Agreement by Employee (where Employee fails to perform any of the material duties assigned to Employee pursuant to this Agreement, which failure has not been cured cure such breach within five ten (510) business days after receipt of written notice from Employer (except that, being notified in the event of any subsequent failure by Employee to perform the same or similar material duties as were the subject of any previous notice given writing by Employer pursuant hereto within any twelve (12) month period, no of such notice from the Employer shall be requiredbreach); (ii) Employee's willful failure to perform his material assigned duties without an excuse that is reasonably acceptable to Employer; (iii) Employee engages in an act (or causes an act) that has a material adverse impact on the reputation, business, business relationships or financial condition of Employer; (iv) the conviction of or plea of guilty or nolo contendre by Employee to a felony or any breach crime involving moral turpitude, fraud or misrepresentation; (v) misappropriation or embezzlement by Employee of any of the material terms of this Agreement which breach has not been cured within five (5) days after receipt of written notice of such breach from Employer (except that, in the event of any subsequent breach by Employee of the same funds or similar material terms of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month period, no such notice from the Employer shall be required); or (iii) misappropriation of any business opportunity; or (iv) fraud, embezzlement or misappropriation of funds involving assets of the Employer, its customers, suppliers, or any of their affiliates; or (v) conviction of Employee of any criminal offense which adversely affects Employee's ability to perform his duties hereunder or the reputation of Employer; or (vi) Employee's willful refusal to perform specific directives of the willful Board which are consistent with the scope, ethics and repeated nature of Employee's duties and responsibilities hereunder. Notwithstanding the foregoing, "Cause" shall not include a situation whereby Employer asks Employee to be based at any office or location or to relocate to any location other than within 20 miles of Employee's then current location and Employee declines to do so. Termination by Employer for Cause hereunder shall not abrogate the rights and remedies of Employer in respect of the breach or habitual neglect wrongful act giving rise to such termination. In the event of termination by Employer for Cause, Employee shall receive any and all accrued but unpaid base salary compensation (including accrued paid time off, as applicable) due to Employee as of his material duties under this Agreement (after the Employee has received at least one (1) written notice from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (5) days to cease and desist such conduct); orTermination Date.

Termination by Employer for Cause. Employer shall have the right to may terminate Employee's ’s employment hereunder at any time for cause immediately without prior notice to EmployeeCause. The term "cause" shall mean For purposes of this Agreement, “Cause” includes, but is not limited to: (i) any failure a material breach of this Agreement by Employee (where Employee fails to perform any of the material duties assigned to Employee pursuant to this Agreement, which failure has not been cured cure such breach within five (5) business days after receipt of written notice from Employer (except that, being notified in the event of any subsequent failure by Employee to perform the same or similar material duties as were the subject of any previous notice given writing by Employer pursuant hereto within any twelve (12) month period, no of such notice from the Employer shall be requiredbreach); (ii) any breach Employee’s failure to competently perform his material assigned duties as reasonably determined by Employee of any of the material terms of this Agreement which breach has not been cured within five (5) days after receipt of written notice of such breach from Employer (except that, in the event of any subsequent breach by Employee of the same or similar material terms of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month period, no such notice from the Employer shall be required)Board; or (iii) misappropriation Employee engaging in or causing an act that has a material adverse impact on the reputation, business, business relationships or financial condition of any business opportunityEmployer; or (iv) fraud, embezzlement the conviction of or misappropriation plea of funds involving assets of the Employer, its customers, suppliers, guilty or nolo contendre by Employee to a felony or any of their affiliatescrime involving moral turpitude; or (v) conviction of Employee of any criminal offense which adversely affects Employee's ability to perform his duties hereunder ’s gross misconduct, dishonesty, or the reputation of Employerfraud; or (vi) Employee’s willful refusal to perform specific directives of the willful Board which are consistent with the scope, ethics and repeated nature of Employee’s duties and responsibilities hereunder. Notwithstanding the foregoing, “Cause” shall not include a situation whereby Employer asks Employee to be based at any office or location or to relocate to any location other than within 35 miles of Employee’s then current location and Employee declines to do so. Termination by Employer for Cause hereunder shall not abrogate the rights and remedies of Employer in respect of the breach or habitual neglect wrongful act giving rise to such termination. In the event of termination by Employer for Cause, Employee shall receive any and all accrued but unpaid base salary compensation (and accrued PTO, as applicable) due to Employee as of his material duties under this Agreement (after the Employee has received at least one (1) written notice from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (5) days to cease and desist such conduct); orTermination Date.

Termination by Employer for Cause. Employer shall have the right to may terminate Employee's ’s employment hereunder for cause immediately without prior “Cause” by delivering written notice to Employee. The term "Upon delivery of the written notice, Employee’s employment shall cease immediately. For purposes of this Agreement, “cause" shall mean ” includes: (i) the Employee’s commission of an act of fraud or misrepresentation on Employer, a member of the Employer Group, any failure by Employee to perform investor, client, or customer, or any of Employer Group’s directors or shareholders in connection with the material duties assigned to Employee pursuant to this Agreement, which failure has not been cured within five (5) days after receipt performance of written notice from Employer (except that, in the event of any subsequent failure by Employee to perform the same or similar material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice from the Employer shall be required)his duties; (ii) the conviction of Employee (or Employee’s entering a plea of guilty or no contest) of a felony, any criminal statute of any jurisdiction for which imprisonment of three months or more may be imposed, or any crime involving dishonesty or moral turpitude; (iii) Employee’s insubordination, gross negligence or intentional misconduct in the performance of his duties; (iv) any serious or continuing breach by Employee of any of the material terms term of this Agreement which breach has not been cured within five (5) days after receipt of written notice of such breach from Employer (except that, in the event of any subsequent breach by Employee of the same or similar material terms of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month period, no such notice from the Employer shall be required); or (iii) misappropriation of any business opportunity; or (iv) fraud, embezzlement or misappropriation of funds involving assets of the Employer, its customers, suppliers, or any of their affiliatesother written agreement between Employee and Employer; or (v) conviction of Employee of any criminal offense which adversely affects Employee's ability ’s intentional and continued failure to substantially perform his duties hereunder or the reputation of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material duties under this Agreement or any other written agreement between Employee and Employer (after the Employee has received at least one (1) written notice other than any such failure resulting from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (5) days to cease and desist such conductdisability under Section 10(a)); or(vi) theft or embezzlement committed by Employee; (vii) Employee’s current use of any illegal drug or excessive use of alcohol on the job; (viii) Employee’s breach of fiduciary duty; (ix) Employee’s breach of duty of loyalty to the Employer through appropriation or attempted appropriation of opportunities for Employee’s own advantage or through other conflicts of interest where Employee acts for his own personal benefit, instead of for the benefit of the Employer; (x) acts or omissions by Employee which are materially and demonstrably injurious to the Employer, or could reasonably be expected to adversely affect the business or reputation of the Employer; and (xi) Employee’s default on any loan issued by Employer Group. In the event that Employee’s employment is terminated for “cause”, he shall be entitled to compensation only through the last day in which he provides service to Employer.

Termination by Employer for Cause. Employer shall have the right to may terminate Employee's employment hereunder for cause immediately without prior notice Cause (as defined below) at any time. If Employer terminates Employee's employment for Cause, Employee shall have no right to receive any compensation or benefit hereunder or otherwise from Employer or any member of the Employer Group on and after the effective date of termination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer's next scheduled payroll date), (2) business expense reimbursement pursuant to Section 3(d), and (3) benefits provided pursuant to Section 3(c), subject to the terms and conditions applicable thereto. For purposes of this Section 11(a), Cause is defined as Employee. The term "cause" shall mean 's (i) any failure to abide by Employee Employer's policies and procedures, (ii) misconduct, insubordination, or inattention to perform any of the material duties assigned to Employee pursuant to this AgreementEmployer's business, which (iii) failure has not been cured within five (5) days after receipt of written notice from Employer (except that, in the event of any subsequent failure by Employee to perform the same duties required of Employee up to the standards established by Employer, or similar other material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice from the Employer shall be required); (ii) any breach by Employee of any of the material terms of this Agreement which breach has not been cured within five (5) days after receipt other than as a result of written notice of such breach from Employer (except thata Disability), in the event of any subsequent breach by Employee of the same or similar material terms of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month period, no such notice from the Employer shall be required); or (iii) misappropriation of any business opportunity; or (iv) fraudfailure or inability to satisfy the requirements stated in Section 7 above. Prior to a termination for Cause under this Section 11(a), embezzlement Employer must provide a written notice of deficiency to Employee and thereafter provide Employee with a reasonable opportunity to cure the deficient conduct, if such conduct is capable of being cured. If such activity is incapable of being cured or misappropriation of funds involving assets of if, after a reasonable opportunity to cure, Employee fails to cure the Employerdeficient conduct, its customers, suppliers, or any of their affiliates; or (v) conviction of Employee of any criminal offense which adversely affects Employer may immediately terminate Employee's ability to perform his duties employment hereunder or the reputation of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material duties under this Agreement (after the Employee has received at least one (1) written notice from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (5) days to cease and desist such conduct); orfor Cause.

Termination by Employer for Cause. Employee’s employment may be terminated by the Employer shall have the right to terminate Employee's employment hereunder for cause immediately without prior notice to Employee. The term "cause" shall mean Cause if he: (i1) any failure by Employee fails or refuses to perform any one or more of his material assigned duties to the Company or its subsidiaries; (2) fails or refuses to comply with one or more policies of the material duties assigned to Employee pursuant to this Agreement, which failure has not been cured within five Company or its subsidiaries; (53) days after receipt of written notice from Employer (except that, in the event of any subsequent failure by Employee to perform the same or similar material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice from the Employer shall be required); (ii) any breach by Employee of breaches any of the material terms of this Agreement which breach Agreement; or (4) commits any criminal, fraudulent or dishonest act related to his employment or the Company (or its subsidiaries) or any of its assets or opportunities (other than an arm’s length dispute relating to the erroneous reporting of an immaterial amount as an expense) or is convicted of (or enters a plea of guilty or nolo contendre to) any felony or a misdemeanor involving, in the good faith judgment of Employer, fraud, dishonesty or moral turpitude. Notwithstanding the foregoing, Employer shall not be entitled to terminate Employee for Cause under subsections (1), (2) or (3) of this subsection unless: (i) Employee has not been cured given written notice describing in reasonable detail the alleged breaches and stating that such breaches are grounds for termination for cause under this Section, and (ii) if such breaches are amenable to cure, Employee fails to cure such breaches within five ten (510) days after receipt of written notice of such breach from Employer (except that, in notice. In the event of any subsequent breach by that Employer terminates Employee of for Cause pursuant to the same or similar material terms provisions of this Agreement as were the subject subsection and it is later determined by a court of any previous notice given competent jurisdiction that such Cause did not exist, Employee’s termination shall be deemed to be a termination by Employer pursuant hereto within a twelve (12) month period, no such notice from the Employer shall be required); or (iii) misappropriation of any business opportunity; or (iv) fraud, embezzlement or misappropriation of funds involving assets of the Employer, its customers, suppliers, or any of their affiliates; or (v) conviction of Employee of any criminal offense which adversely affects Employee's ability to perform his duties hereunder or the reputation of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material duties under this Agreement (after the Employee has received at least one (1) written notice from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (5) days to cease and desist such conduct); orwithout Cause.

Termination by Employer for Cause. In the event of termination of --------------------------------- Employee's employment hereunder by Employer For Cause, Employee shall not be entitled to any severance pay, except as otherwise provided in any applicable benefits plans of Employer that cover Employee. A termination of Employee's employment hereunder by Employer shall be deemed to have occurred For Cause if, within a reasonable period after such termination, a good faith finding shall be made by a majority of the Board that such termination occurred as a result of any of the following: (A) any act committed by Employee which shall represent a breach in any material respect of any of the terms of this Agreement and which breach is not cured within thirty (30) days of receipt by Employee of written notice from Employer of such breach; (B) improper conduct, consisting of any willful act or omission with the intent of obtaining, to the material detriment of Employer, any benefit to which Employee would not otherwise be entitled; (C) improper conduct consisting of sexual harassment or act of moral turpitude; (D) gross negligence, consisting of wanton and reckless acts or omissions in the performance of Employee's duties to the material detriment of Employer; (E) bad faith in the performance of Employee's duties, consisting of willful acts or omissions, to the material detriment of Employer, including excessive unexcused absence from work; (F) use of illegal drugs or unauthorized use of alcohol in the workplace or being under the influence of illegal drugs or alcohol while at work; or (G) any conviction of, or plea of nolo contendere to, a crime (other than a traffic violation) that constitutes a felony under the laws of the United States or any political subdivision thereof. Employer shall provide written notice to Employee, within a reasonable time period, that the Board is convening for purposes of determining whether Employee's termination of employment was For Cause and Employee (or his representative) shall have the right to terminate Employee's employment hereunder for cause immediately without prior notice to Employee. The term "cause" shall mean (i) any failure by Employee to perform any of appear before the material duties assigned to Employee pursuant to this Agreement, which failure has not been cured within five (5) days after receipt of written notice from Employer (except that, Board in the event of any subsequent failure by Employee to perform the same or similar material duties as were the subject of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no connection with such notice from the Employer shall be required); (ii) any breach by Employee of any of the material terms of this Agreement which breach has not been cured within five (5) days after receipt of written notice of such breach from Employer (except that, in the event of any subsequent breach by Employee of the same or similar material terms of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month period, no such notice from the Employer shall be required); or (iii) misappropriation of any business opportunity; or (iv) fraud, embezzlement or misappropriation of funds involving assets of the Employer, its customers, suppliers, or any of their affiliates; or (v) conviction of Employee of any criminal offense which adversely affects Employee's ability to perform his duties hereunder or the reputation of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material duties under this Agreement (after the Employee has received at least one (1) written notice from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (5) days to cease and desist such conduct); ordetermination.

Termination by Employer for Cause. In addition to the Employer's termination rights under paragraph 11, the Employer may terminate this Agreement for "cause," in which event all stock options that shall not have theretofore vested shall be null and void, and all obligations of Employer to pay compensation to Employee and to provide fringe benefits under this Agreement shall terminate effective as of the right to terminate Employee's employment hereunder date of termination. Termination for cause immediately without prior notice to Employee. The term "cause" shall mean only one or more of the following: (i) Commission by the Employee of any failure by Employee to perform any of the material duties assigned to Employee pursuant to this Agreement, which failure has not been cured within five (5) days after receipt of written notice from Employer (except that, fraudulent act in the event course of his employment (other than any subsequent failure by Employee to perform the same or similar material duties as were the subject such acts of any previous notice given by Employer pursuant hereto within any twelve (12) month period, no such notice from the Employer shall be requiredan insignificant nature); ; (ii) any breach by Employee The conviction of any a felony (from which, through lapse of the material terms of this Agreement which breach has time or otherwise, no successful appeal shall have been made) whether or not been cured within five (5) days after receipt of written notice of such breach from Employer (except that, committed in the event course of any subsequent breach his employment by Employee of the same or similar material terms of this Agreement as were the subject of any previous notice given by Employer pursuant hereto within a twelve (12) month period, no such notice from the Employer shall be required); or Employer; (iii) misappropriation The willful refusal to carry out reasonable instructions of any business opportunitythe Board of Directors of the Employer; provided, however, that the Employee may only be discharged under this paragraph 9(a)(iii) after he shall have been given 10 days' written notice setting forth his alleged deficiencies and the Employee shall not, within such 10-day period, have ceased or otherwise cured the activity or activities or omission constituting the grounds for termination; or (iv) fraudThe willful disclosure of any trade secrets or confidential information of the Employer to persons not authorized to know the same, embezzlement or misappropriation the use by the Employee for his personal benefit and not the benefit of funds involving assets the Employer of trade secrets or confidential corporate information of the Employer, its customers, suppliers, or any by the use by Employee on Employer's behalf of their affiliates; or (v) conviction of Employee the trade secrets of any criminal offense which adversely affects Employee's ability to perform his duties hereunder or the reputation of Employer; or (vi) the willful and repeated breach or habitual neglect by Employee of his material duties under this Agreement (after the Employee has received at least one (1) written notice from Employer identifying such willful and repeated breach or habitual neglect and has been given a period of at least five (5) days to cease and desist such conduct); orthird party.