Common use of Termination for Cause Clause in Contracts

Termination for Cause. The Company may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company may If Executive is terminated for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement for CauseAgreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: : (ai) the willful Executive’s failure or refusal, after written notice thereof and continued failure of the Executive after reasonable opportunity to cure, to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, specific directives approved by a majority of the independent and disinterested members of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the Company performance of Executive’s duties and delivered obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseExecutive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations.

Termination for Cause. The Company Employer may terminate this Agreement Employee's employment immediately for Cause"cause" by written notice to Employee. For purposes of this Agreement, “Cause” means: (a) a termination shall be for "cause" if the willful and continued failure termination results from any of the Executive following events: (i) Material breach of this Agreement; (ii) Documented misconduct as an executive or director of Employer, or any subsidiary or affiliate of Employer for which Employee is performing services hereunder including, but not limited to, misappropriating any funds or property of any such company, or attempting to perform substantially the Executive’s duties obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance any third party in which Employee has an interest which is delivered adverse to the Executive by the Board interest of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conductany such company, gross misconduct or a clearly established violation of the Company’s written policies and proceduresunless, in each case which is materially and demonstrably injurious to either case, Employee shall have first obtained the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the Company and delivered duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 days; (iv) Conviction of a crime involving moral turpitude; (v) Adjudication as a bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Employer's unexcused failure to perform its obligations under this Agreement; (vi) Documented failure to follow the Executive. Thereafterreasonable, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in person within unlawful conduct; or (vii) Any documented violation of the following thirty (30) days, at which meeting rules or regulations of the Executive will have an opportunity to be heardOffice of the Comptroller of the Currency or of any other regulatory agency. Failing such determination and opportunity for hearing, Notwithstanding any termination other term or provision of this Agreement will to the contrary, if Employee's employment is terminated for cause, Employee shall forfeit all rights to payments and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be deemed to have occurred without Causepaid through the date of termination.

Termination for Cause. The Company may terminate Executive’s Employment for Cause (as hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. For The term “Cause” for purposes of this Agreement, “Cause” means: Agreement shall mean: (a) the Executive’s willful and or continued failure or refusal to substantially perform the usual and customary duties of the Executive to perform substantially the Executive’s duties his or her employment with the Company or one any of the Company Entities its subsidiaries (other than as a failure resulting from result of total or partial incapacity due to physical or mental illness)) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after a Executive has received written demand for substantial of performance is delivered to the Executive by from the Board of Directors which specifically identifies sets forth the manner in which factual basis for the Board of Directors believes Company’s belief that the Executive has not substantially performed the Executive’s his or her duties; or or (b) Conduct by Executive that materially discredits the willful engaging Company or any of its subsidiaries or is materially detrimental to the reputation, character and standing of the Company or any of its subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, confidentiality, invention transfer or similar agreement entered into by Executive in illegal conductwith the Company or any of its subsidiaries; or (e) Executive’s conviction of, gross misconduct written confession to, or plea of guilty or nolo contendere with respect to a clearly established violation of felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the Company’s written policies and proceduresforegoing, in each case which is materially and demonstrably injurious to the Company. For Executive shall not be deemed, for purposes of this provisionAgreement, an act or failure to act, on the part of the Executive, will not be considered “willful” have been terminated for Cause unless it is done, or omitted and until there shall have been delivered to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests a copy of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Company’s Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests at a meeting of the Company. In the event this Agreement is terminated Board called and held for Cause, the Company will not have any obligation to provide any further payments or benefits that purpose (after reasonable notice to the Executive after and an opportunity for the effective date of such termination. This Agreement will not Executive to be deemed to have terminated for Cause unless a written determination specifying heard before the reasons for such termination is madeBoard with his or her personal legal counsel), approved by a majority finding that, in the good faith opinion of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. ThereafterBoard, the Executive will have has engaged in the right for a period type of thirty conduct set forth in clauses (30a), (b), (c), (d) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty or (30e) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseSection 3.4 and specifying the particulars thereof in reasonable detail.

Termination for Cause. The Company Board may terminate this Agreement the Executive’s employment hereunder at any time for “Cause” (as hereinafter defined) immediately upon written notice to the Executive. Such written notice shall set forth with reasonable specificity the Board’s basis for such termination. For purposes of this Agreement, “Cause” means: for the Executive’s termination will exist at any time after the happening of one or more of the following events, in each case as determined in good faith by the Board: (a) The Executive’s — (i) willful misconduct or gross negligence in the performance of his duties hereunder which is not remedied (if remediable) within thirty (30) business days after written notice from the Board, which written notice shall state that failure to remedy such conduct may result in termination for Cause; (ii) willful and continued failure refusal to comply in any material respect with the legal directives of the Executive to perform substantially Board so long as such directives are not inconsistent with the Executive’s duties with position and duties, or a material breach of this Agreement or any written Employer policy which if not remedied (if remediable) within thirty (30) business days after written notice from the Company or one of the Company Entities (other than a Board, which written notice shall state that failure resulting from incapacity due to physical or mental illness), after a written demand remedy such conduct may result in termination for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or Cause; (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the CompanyExecutive’s written policies and procedures, in each case which is materially and demonstrably injurious deliberate attempt to do injury to the Company. For purposes of this provision, an act Employer or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that any Affiliate; (c) the Executive’s action commission of any act of fraud, willful misrepresentation, misappropriation, embezzlement or omission was in any act of similar gravity involving moral turpitude; (d) the best interests Executive’s abuse of controlled substances or alcohol which materially impairs the goodwill or business of the Company. Any actEmployer or any Affiliate or causes material damage to its property, goodwill or failure business or impairs Executive’s fulfillment of his responsibilities to act, based on authority given pursuant the Employer or any Affiliate; or (e) the Executive’s commission of a felony that is reasonably likely to a resolution duly adopted by cause material harm to the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith standing and in the best interests reputation of the Company. In the event this Agreement is terminated for Cause, the Company will not have Employer or any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseAffiliate.

Termination for Cause. The At any time during the Employment Term, the Company may shall have the right, exercisable by serving notice effective in accordance with its terms, to terminate the Executive's employment under this Agreement and discharge the Executive for Cause. For purposes If such right is exercised, the Company's obligation to the Executive shall be limited to the payment of any unpaid Annual Salary, Additional Compensation and other benefits, if any, accrued up to the effective date specified in the Company's notice of termination (which date shall not be retroactive). As used in this Section 5.2 and elsewhere in this Agreement, “the term "Cause” means: " shall mean that (ai) there shall have been a material breach by Executive of the terms of this Agreement which either is not susceptible of cure or which is not cured within a period of ten (10) days after notice thereof, and which shall include, without limitation, the willful and continued failure of the or refusal by Executive to perform substantially the Executive’s material duties with the Company for which he is employed or one of the Company Entities which are assigned to him hereunder or chronic absenteeism; (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that ii) the Executive has not substantially performed knowingly, willfully and persistently failed or refused to follow the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written reasonable policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted directives established by the Board of Directors or based on the advice executive officers of counsel for the Company will be conclusively presumed senior to be done, or omitted to be done, by the Executive; (iii) the Executive in good faith and in has wrongfully misappropriated money or other assets or properties of the best interests Company or any subsidiary or affiliate of the Company. In , or has committed fraud; (iv) the event this Agreement Executive has been convicted of or plead "nolo contendere" to any felony or other serious crime, or has been convicted or has pleaded "nolo contendere" to a crime involving, or the Company, or any subsidiary or affiliate thereof is terminated held liable for Causemonetary damages by a court of competent jurisdiction as a result of the commission by Executive of, an act of moral turpitude; or (v) the Executive's alcoholism or drug addiction, unless Executive agrees to seek treatment from a treatment program approved by the Company will not have any obligation and promptly commences and completes the program. The determination on behalf of the Company as to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not whether "cause" exists shall be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved made by a majority vote of the independent and disinterested members of the Company's Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseDirectors.

Termination for Cause. The Company SCS may immediately terminate this Agreement for Cause. For purposes cause if it determines that any of this Agreement, “Cause” meansthe following circumstances have occurred: (a) The Contractor is adjudged bankrupt or has made a general assignment for the willful and continued failure benefit of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s dutiesits creditors; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct All or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the ExecutiveServices have been abandoned; (c) Contractor has violated of any of the provisions of this Agreement. Any such occurrence may constitute a breach permitting SCS to declare this Agreement in default and to exercise any and all applicable rights and remedies, including but not limited to, termination of the Agreement, suspension and debarment from future contracting opportunities, and withholding and/or forfeiture of compensation due and owing on any contract between the parties. General Indemnity. It is expressly agreed that SCS will not be considered “willful” unless it is doneassume liability for any injury (including death) to any persons or damage to any property arising out of the acts or omissions of the above named Contractor. Further, to the extent permitted by law, Contractor will defend, indemnify and hold SCS harmless from any and all demands, claims, suits, actions and legal proceedings brought against the SCS, its board members, officers, employees or omitted to be done, agents arising out of alleged acts or omissions by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was Contractor in the best interests course of the Company. Any act, or failure performing Services to act, based on authority given SCS pursuant to a resolution duly adopted this Agreement. The foregoing provisions shall include, but not be limited to, any judgments, awards, settlements, reasonable attorney fees, and costs and expenses incurred by SCS in connection with the Board defense of Directors any actual or based on the advice threatened action, proceeding or claim. Patent Indemnification. Contractor warrants that any goods or Services furnished hereunder do not infringe or violate any United State or Canadian patent, trademark, copyright, trade secret or other proprietary right of counsel any third party; that it shall defend all suits that may arise with respect thereto; and that it shall indemnify, defend, save and hold harmless SCS, its officials, employees, agents from and against all liability, suits, claims, costs or expenses, including without limitation attorney and expert witness fees, for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests reason of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments actual or benefits to the Executive after the effective date alleged claim of such terminationinfringement. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying indemnification shall survive the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any expiration or termination of this Agreement will be deemed to have occurred without CauseAgreement.

Termination for Cause. The During the Term of Employment, the Company may at any time, without giving notice to Employee, immediately terminate this Agreement if Employee (a) commits any act of embezzlement, theft, fraud or dishonesty; (b) engages in unfair competition with the Company or any subsidiary of the Company whether or not wholly-owned; (c) is convicted of any felony; (d) breaches any material provision of the Confidentiality Agreement entered into by Employee pursuant to Section 6 of this Agreement; (e) uses illegal drugs or other substances or (f) willfully breaches any other material provision of this Agreement. If Employee materially breaches or habitually neglects or fails in any material way to perform the usual and customary duties of his job, or any other duties required to be performed under the terms of this Agreement, or the policies of the Company, the Company may, at its option, terminate this Agreement by giving written notice of termination to Employee. Any termination pursuant to either of the two preceding sentences shall be without prejudice to any other remedy to which the Company may be entitled either at law, in equity, or under this Agreement. Before the Company may terminate this Agreement for Cause. For purposes by reason of this Agreement, “Cause” means: (a) the willful and continued Employee's habitual neglect of or failure of the Executive to perform substantially the Executive’s usual and customary duties with the Company of his job or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation policies of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation must first notify Employee in writing, setting forth in detail those duties and/or policies which Employee has habitually neglected or failed to perform, and provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless Employee a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a reasonable period of thirty (30) days time, not to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following exceed thirty (30) days, at in which meeting to cure such neglect or failure. If Employee does not cure the Executive will have an opportunity to be heardspecified areas of neglect of failure, the Company may terminate this Agreement immediately by giving Employee written notice. Failing such determination and opportunity for hearing, At the time of any termination for cause, Employee shall be entitled to receive any salary and employment benefits which shall have accrued prior to the date of this Agreement will termination, but shall not be deemed entitled to have occurred without Causeany bonus or severance payments, salary or employment benefits relating to periods subsequent to the date of termination, subject to Employee's rights to continue medical and dental coverage under the Company's group policy, at Employee's expense, as may be provided by law.

Termination for Cause. The (a) Notwithstanding the provisions of this Agreement, the Board of Directors of the Company may may, in its sole discretion, terminate the Executive's employment with the Company for Cause. For the purposes of this Agreement, the Company shall have "Cause" to terminate the Executive's employment hereunder: (i) because of the Executive's personal dishonesty, incompetence, willful misconduct, gross negligence, willful breach of fiduciary duty (including involving personal profit), failure to substantially perform stated duties described in Section 3 of this Agreement, willful violation of any material law, rule, regulation (other than traffic violations or similar offenses), willful violation of any final cease-and-desist order issued by any regulatory agency having jurisdiction over the Company or the Bank, or material breach by the Executive of any provision of this Agreement or any related agreement entered into by the Executive; or (ii) if the Board of Directors of the Bank terminates the employment of Executive with the Bank for CauseCause pursuant to subsection (c) of this Section 10. For purposes of this Agreementparagraph, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness)no act, after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the Executive's part of the Executive, will not shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive him not in bad good faith or without reasonable belief that the Executive’s his action or omission was in the best interests interest of the Company. Any act, ; provided that any act or failure omission to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based act on the advice Executive's behalf in reliance upon an opinion of counsel for to either the Company will or the Bank shall not be conclusively presumed deemed to be done"willful." Notwithstanding the foregoing, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will shall not be deemed to have been terminated for Cause unless and until there shall have been a written determination specifying the reasons for such termination is made, resolution approved by a majority of the independent and disinterested non-officer members of the Board of Directors of the Company and delivered to finding that, in the Executive. Thereaftergood faith opinion of such majority, the Executive will have was guilty of conduct which is deemed to be Cause within the meaning of this paragraph, after notice to the Executive and an opportunity for him, together with his counsel, to be heard before such majority (with the Company Board retaining the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting deliberate without the Executive will have an opportunity to be heard. Failing and his counsel present before and/or after such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause).

Termination for Cause. The Company may terminate this Agreement the Executive's employment hereunder for Cause. For purposes of this Agreement, “the Executive shall be considered to be terminated for "Cause” means: " only upon (ai) the conviction of the Executive of a felony under the laws of the United States or any state thereof, whether or not appeal is taken, (ii) the conviction of the Executive for a violation of criminal law involving the Company and its business, (iii) the willful and misconduct of the Executive, or the willful or continued failure by the Executive (except as provided in Section 6(e) hereof) to substantially perform his duties hereunder, in either case which has a material adverse effect on the Company; or (iv) the willful fraud or material dishonesty of the Executive to perform substantially the Executive’s in connection with his performance of duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provisionHowever, an act or failure to act, on the part of in no event shall the Executive, will not 's employment be considered “willful” to have been terminated for "Cause" unless it is done, or omitted to be done, by and until the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests receives a copy of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board finding that, in the good faith opinion of Directors or based on the advice of counsel for the Company will be conclusively presumed to be doneBoard, or omitted to be done, by the Executive in good faith and in the best interests is guilty of the Company. In the event this Agreement is terminated for acts or omissions constituting Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date which resolution has been duly adopted by an affirmative vote of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent Board, excluding the Executive and disinterested members any individual alleged to have participated in the acts constituting "Cause." Any such vote shall be taken at a meeting of the Board called and held for such purpose, after reasonable written notice is provided to the Executive setting forth in reasonable detail the facts and circumstances claimed to provide a basis of Directors termination for Cause and the Executive is given an opportunity, together with counsel, to be heard before the Board. The Executive shall have the opportunity to cure any such acts or omissions (other than items (i) or (ii) above) within 15 days of the Executive's receipt of such resolution. The foregoing shall not limit the right of the Company and delivered to the Executive. Thereafter, suspend the Executive will have from his day-to-day responsibilities with the right for a period Company pending the completion of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time such notice and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causecure procedures.

Termination for Cause. The Company may terminate this Agreement Executive shall not have the right to receive termination benefits pursuant to Section 5 hereof upon termination for Cause. For purposes of this AgreementAs used herein, “Cause” meansCause shall mean termination because of Executive’s: (a1) the willful and continued failure material act of the Executive to perform substantially the dishonesty in performing Executive’s duties with the Company or one on behalf of the Company Entities and the Bank or a material breach of the Bank’s Code of Conduct or Sexual and Other Non-Harassment Policy; (2) willful misconduct that in the judgment of the Board or the Bank Chief Executive Officer will likely cause economic damage to the Company and the Bank or injury to the business reputation of the Company and the Bank; (3) incompetence, (4) breach of fiduciary duty involving personal profit; (5) intentional failure to perform stated duties after written notice thereof from the Board; or (6) willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Company and the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a failure resulting from incapacity due final cease-and-desist order. Notwithstanding the foregoing, prior to physical or mental illness)a Change in Control, after a written demand Executive’s termination for substantial performance is Cause will not become effective unless the Chief Executive Officer of the Bank has delivered to the Executive by the Board a copy of Directors which specifically identifies the manner in which the Board a Notice of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and proceduresTermination, in each case which is materially and demonstrably injurious to the Companyaccordance with Section 6 hereof. For purposes of this provisionFollowing a Change in Control, an act or failure to act, on the part of the Executive, will Executive shall not be considered “willful” deemed to have been Terminated for Cause unless it is done, or omitted and until there shall have been delivered to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests him a Notice of the Company. Any act, or failure to act, based on authority given pursuant to Termination which shall include a copy of a resolution duly adopted by the Board affirmative vote of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by less than a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board at a meeting of Directors in person within the following thirty Board called and held for that purpose (30) days, at which meeting the after reasonable notice to Executive will have and an opportunity for him, together with counsel, to be heard. Failing such determination heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causespecifying the particulars thereof in detail.

Termination for Cause. The Company may terminate this Agreement for Cause. For purposes During the terms of this Employment Agreement, “the Executive's employment may be terminated immediately, with or without written or oral notice, by the Company for "Cause” means" (as hereinafter defined). If the Executive's employment with the Company is terminated for "Cause" all compensation described in paragraphs 3.1 through 3.3 of this Employment Agreement will terminate as of the date of such termination of employment. Termination for "Cause" is limited to the following grounds: (ai) the misappropriation of funds, embezzlement, or willful and continued material damage of or to any material property of the Company, or defrauding or attempting to defraud the Company; (ii) conviction of any crime (whether or not involving the Company) which constitutes a felony in the jurisdiction involved; (iii) malfeasance or non-feasance in the performance by the Executive of his duties hereunder; (iv) failure of or refusal by the Executive to perform substantially the Executive’s his duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority Company and in accordance with the directions given pursuant to a resolution duly adopted by the Board Board, the chairman of Directors the board or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests president of the Company; or (v) a material breach by the Executive, in the sole opinion of the Company, or any of the provisions of this Employment Agreement; which breach continues after notice of the breach, either oral or written, from the Company to the Executive. In Upon termination of the event this Agreement is terminated Executive for "Cause", the Company will not have any obligation to provide any further payments or benefits pay the Executive's salary and other benefits, including reimburse the Executive for authorized expenses incurred, through the date of termination of the Executive's employment. The Executive acknowledges and agrees that the foregoing will be the Company's only obligations and total liability to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right 's employment for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without "Cause".

Termination for Cause. The Company may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” means: (a) the willful and continued failure employment of the Executive hereunder if the Executive (i) commits any violation of any law, rule or regulation or of a cease and desist order with respect to perform substantially the Executive’s duties with Premier, the Company or one any of their subsidiaries (each hereinafter referred to as a "Subsidiary") which has become final, (ii) engages or participates in any unsafe or unsound practice in connection with Premier, the Company Entities or any Subsidiary regardless of whether actual harm or damages result to Premier, the Company or any Subsidiary, (other than a failure resulting from incapacity due iii) commits or engages, or fails to physical commit or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and proceduresengage, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an any act or practice, which action or practice or the failure to act, engage in such action or practice involves personal dishonesty on the part of the Executive, will not be considered “willful” unless it is done, Executive or omitted to be done, by the Executive in bad faith demonstrates a willful or without reasonable belief that the Executive’s action or omission was in continuing disregard for the best interests of Premier, the Company. Any act, or failure to actany Subsidiary, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed (iv) is adjudicated to be doneof an unsound mind, or omitted (v) is adjudicated to be donebankrupt, by (vi) intentionally destroys the Executive in good faith and in the best interests property of the Company. In the event this Agreement is terminated for CausePremier, the Company will not have or any obligation to provide Subsidiary, (vii) breaches or violates in any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is madematerial respect any agreement with Premier, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to or any Subsidiary signed by the Executive. Thereafter, including, but not limited to, this Agreement and any other confidentiality and nondisclosure agreements, (viii) engages in dishonorable or disruptive behavior, practices or acts that would be reasonably expected to harm or bring into disrepute Premier, the Executive will have the right Company or any Subsidiary, or any of their businesses or employees, (ix) is convicted of a felony, or (x) continually fails to substantially perform his duties under Section 3 hereof for a period of thirty (30) days (other than as a result of a disability pursuant to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended Section 6(g) hereof) after delivery by the members of the Board of Directors in person within the following thirty (30) days, at which meeting Company to the Executive will have of a written demand for substantial performance, stating with reasonable detail the nature of such failure and affording the Executive an opportunity opportunity, as soon as practicable, to correct the acts or omissions specified. Termination pursuant to this Section 6(a) shall be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed referred to have occurred without Cause.herein as a "

Termination for Cause. (a) The Company may terminate this Agreement for Cause. For purposes effective upon thirty (30) days’ prior written notice of termination from the Company to the Manager, without payment of any Termination Fee, if (i) the Manager materially breaches any provision of this AgreementAgreement and such breach shall continue for a period of 30 days after the Manager’s receipt of written notice thereof specifying such breach and requesting that the same be remedied in such 30 day period, “Cause” means: (aii) the willful and continued failure Manager engages in any act of the Executive to perform substantially the Executive’s duties with the Company fraud, misappropriation of funds, or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of embezzlement against the Company’s written policies and procedures, in each case which (iii) there is materially and demonstrably injurious to the Company. For purposes an event of this provision, an act or failure to act, any gross negligence on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was Manager in the best interests performance of its duties under this Agreement, (iv) there is a Change of Control of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith Manager and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members Independent Directors determines, in their sole discretion, at any point during the 18 months following such Change of Control, that such Change of Control was detrimental to the ability of the Manager to perform its duties hereunder in substantially the manner conducted prior to such Change of Control, or (v) there is entered an order for relief or similar decree or order with respect to the Manager by a court having competent jurisdiction in an involuntary case under the federal bankruptcy laws as now or hereafter constituted or under any applicable federal or state bankruptcy, insolvency or other similar laws; or (vi) the Manager (A) ceases, or admits in writing its inability to pay its debts as they become due and payable, or makes a general assignment for the benefit of, or enters into an composition or arrangement with, creditors; (B) applies for, or consents (by admission of material allegations of a petition or otherwise) to a sequestrator (or other similar official) of the Manager or of any substantial part of its properties or assets, or authorizes such an application or consent, or proceedings seeking such appointment are commenced without such authorization, consent or application against the Manager and continue undismissed for 60 days; (C) authorizes or files a voluntary petition in bankruptcy, or applies for or consents (by admission of material allegations of a petition or otherwise) to the application of any bankruptcy, reorganization, arrangement, readjustment of debt, insolvency, dissolution, liquidation or other similar law of any jurisdiction, or authorizes such application or consent, or proceedings to such end are instituted against the Manager without such authorization, application or consent and are approved as properly instituted and remain undismissed for 60 days or result in adjudication of bankruptcy or insolvency; or (D) permits or suffers all or any substantial part of its properties or assets to be sequestered or attached by court order and the order remains undismissed for 60 days. (b) The Manager agrees that if any of the events specified above occur, it will give prompt written notice thereof to the Company’s Board of Directors after the occurrence of such event. (c) The Manager may terminate this Agreement effective upon sixty (60) days’ prior written notice of termination to the Company in the event that the Company shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and delivered to the Executive. Thereafter, the Executive will have the right such default shall continue for a period of thirty 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 30 day period. (30d) days The Manager may terminate this Agreement, without the Company being required to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by pay the members of Termination Fee, in the Board of Directors in person within event the following thirty (30) daysCompany becomes regulated as an “investment company” under the Investment Company Act, at which meeting the Executive will have an opportunity to be heard. Failing with such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeimmediately prior to such event.

Termination for Cause. The Company may Employer, upon a vote of the Company's Board of Directors (excluding the Executive) shall be entitled to immediately terminate this Agreement the Executive's services in any of the following circumstances, each of which shall constitute "cause" for Cause. For purposes of this Agreement, “Cause” means: such termination: (a) the willful and continued breach by Executive, in any material respect, of this Agreement (including, without limitation, the refusal or other failure of the by Executive to perform substantially the any of Executive’s 's duties with the Company or one of the Company Entities (hereunder other than a failure to perform resulting from incapacity due to death or physical or mental illness), after a disability) and failure by Executive to cure such breach within ten (10) days of written demand for substantial performance is delivered to notice thereof from the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or Company; (b) the commission by Executive of any act of dishonesty, fraud, intentional material misrepresentation or moral turpitude in connection with his employment, including, but not limited to, misappropriation or embezzlement of any funds of the Company or any of its affiliates; (c) the commission by Executive of any (1) willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation gross negligence, or (2) intentional act having the effect of injuring the reputation, business or business relationships of the Company’s written policies Company or any of its affiliates, and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an intentional act or failure to act, on the part of the Executive, will would not reasonably be considered “willful” unless it is done, or omitted deemed to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act; (d) the entering by the Executive of a plea of guilty or nolo contendere to, or failure to actthe conviction of Executive for, based on authority given pursuant a crime (other than a routine traffic offense) which carries a potential penalty of imprisonment for more than ninety (90) days and/or a fine in excess of Ten Thousand Dollars ($10,000); (e) Executive's abuse of alcohol, prescription drugs or controlled substances to a resolution duly adopted by degree which interferes with his performance on behalf of the Company; (f) Executive's deliberate disregard of any lawful material rule or policy of the Company or order of the Company's Board of Directors or based on and failure to cure the advice same within ten (10) days of counsel written notice thereof from the Company; or (g) excessive absenteeism of Executive other than for reasons of illness, after written notice from the Company will be conclusively presumed to be done, or omitted to be done, by with respect thereto. If the Executive in good faith and is terminated for any of the causes referred to in the best interests above sub-paragraphs (a) through (g), all obligations of the CompanyEmployer under this Agreement (except for obligations specifically referred to as continuing) shall automatically cease, and the Executive shall not be entitled to any salary, payments or other benefits otherwise payable under this Agreement that arise after the last day of employment. In The Executive shall be entitled to payment for any bonus earned in the year preceding such termination but not yet paid. The parties further agree and understand that, in the event this Agreement is terminated of any such Termination for Cause, the Company will not have any obligation to provide any further payments or benefits to Executive's obligations and agreements under Sections 21 through 24 hereof shall continue in full force and effect in the Executive after manner and on the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeterms set forth herein.

Termination for Cause. The Company may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” means: (a) the willful and continued failure of at any time by written notice to the Executive to perform substantially terminate the Term of the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand employment hereunder for substantial performance is delivered to Cause and the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; shall have no right to receive any compensation or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies benefit hereunder on and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated notice except for Cause unless a written determination specifying the reasons for such termination is madepayment or provision, approved by a majority as applicable, of (i) the portion of the independent Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), (ii) all unreimbursed expenses for which Executive is otherwise entitled to reimbursement pursuant to Section 3.5 (if any), and disinterested members (iii) other payments, entitlements or benefits (if any), in accordance with terms of the Board of Directors applicable plans, programs, arrangements or other agreements of the Company and delivered or any affiliate thereof (other than any severance plan or policy) as to which the ExecutiveExecutive held rights to such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise, on the date of termination (“Other Benefits”). ThereafterFor purposes hereof, the term “Cause” shall mean; (a) conviction of the Executive will have for any crime constituting a felony in the right jurisdiction in which committed, or for any other criminal act against the Company or its subsidiaries involving dishonesty or willful misconduct intended to injure the Company or its subsidiaries (whether or not a felony and whether or not criminal proceedings are initiated); (b) failure or refusal of the Executive in any material respect to perform the duties of Executive’s employment or to follow the lawful and proper directives of the Company’s Chief Executive Officer, provided such duties or directives are consistent with this Agreement and such failure or refusal continues uncured for a period of thirty (30) days to request a Board after written notice thereof specifying the nature of Directors meeting to such failure or refusal and requesting that it be held at a mutually agreeable time and location to be attended cured is given by the members Company to the Executive; (c) breach by the Executive of the Board provisions of Directors in person within the following thirty Sections 5.1, 5.2, 5.3, 5.4, or 5.5; or (30d) days, at which meeting any willful or intentional act of the Executive will have an opportunity to be heard. Failing such determination and opportunity committed for hearingthe purpose, or having the reasonably foreseeable effect, of injuring the Company, its subsidiaries or their business or reputation or of improperly or unlawfully converting for the Executive’s own personal benefit any termination property of this Agreement will be deemed to have occurred without Causethe Company or the subsidiaries.

Termination for Cause. The Company may terminate Notwithstanding anything contained in this Agreement to the contrary, Company shall have the right to terminate the employment of Executive for Cause. For purposes of this Agreement, “Cause” Cause means: (a) : a. Executive’s gross misconduct; b. Executive shall inexcusably violate or willfully refuse to obey the willful lawful and continued failure reasonable instructions of the President and Chief Executive to perform substantially the Executive’s duties with the Company Officer or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company; or c. Executive’s written policies and procedures, conviction (including a plea of nolo contendere) of willfully engaging in each case illegal conduct constituting a felony or gross misdemeanor under federal or state law which is materially and demonstrably injurious to the Company or which impairs Executive’s ability to perform substantially his duties for the Company. For purposes of this provisionAn act, an act or failure to act, on the part of the Executive, will not be considered “gross” or “willful” unless it is for this purpose only if done, or omitted to be done, by the Executive in bad faith or and without reasonable belief that the Executive’s action it was in, or omission was in not opposed to, the best interests of in the Company. Any act, or failure to act, based on upon authority given pursuant to a resolution duly adopted by the Company’s Board of Directors (or a committee thereof) or based on upon the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement It is terminated for Cause, also expressly understood that Executive’s attention to matters not directly related to business of the Company will not provide a basis for termination for Cause so long as the Board did not expressly disapprove in writing of Executive’s engagement in such activities either before or within a reasonable period of time after the Board knew or could have any obligation to provide any further payments or benefits to reasonably known the Executive after engaged in those activities. Notwithstanding the effective date of such termination. This Agreement will foregoing, Executive may not be deemed to have terminated for Cause unless and until there has been delivered to him a written determination specifying copy of a resolution duly adopted by the reasons for such termination is made, approved by affirmative vote of not less than a majority of the independent and disinterested members entire membership of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members meeting of the Board called and held for the purpose (after reasonable notice to Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of Directors the Board Executive was guilty of the conduct set forth above in person within clauses a., b., or c. of this definition and specifying the following thirty (30) days, at which meeting particulars thereof in detail. Where the employment of the Executive will have an opportunity is terminated pursuant to be heard. Failing such determination and opportunity for hearingthis Article IV, any termination Section 4.3 of this Agreement will Agreement, such termination shall be deemed effective upon the delivery of notice thereof to have occurred without CauseExecutive.

Termination for Cause. The Company may terminate Notwithstanding Clause 11.1, this Agreement for Cause. For purposes of this Agreement, “Cause” means: may be terminated at any time (including during the Initial Term) by written notice as follows: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies Trustee, if the manner in which Custodian ceases to offer the Board of Directors believes that services contemplated by this Agreement to its clients or proposes to withdraw from the Executive has not substantially performed the Executive’s duties; or Bullion business; (b) the willful engaging by the Executive in illegal conductTrustee, gross misconduct if the Custodian commits any material breach of its obligations under this Agreement and, where such breach is capable of remedy, shall have failed to make good such breach within seven (7) Business Days of receipt of written notice requiring it to do so. A “material breach” for this purpose is a breach or a clearly established violation series of breaches by the Custodian under this Agreement which detrimentally affects the ability of the Company’s written policies and proceduresTrustee to perform any of its obligations as trustee of the Trust; (c) by the Trustee or the Custodian, if it becomes unlawful for the Custodian to be a party to this Agreement or to offer its services on the terms contemplated by this Agreement or it becomes unlawful for the Trustee or the Trust to receive such services or for the Trustee to be a party to this Agreement; (d) by the Custodian, if there is any event which, in each case which the Custodian’s reasonable view, indicates the Trust’s or the Sponsor’s insolvency or impending insolvency; (e) by the Custodian if it becomes unlawful for the Sponsor to pay the fees and expenses set out in Clause 9 (Fees and Expenses); (f) by the Trustee, if there is materially and demonstrably injurious to any event which, in the Company. For purposes of this provisionTrustee’s sole view, an act indicates the Custodian’s insolvency or failure to actimpending insolvency; (g) by the Trustee, on if the part of the Executive, will not be considered “willful” unless it Trust is done, or omitted to be done, terminated; (h) by the Executive Trustee or the Custodian, if the Allocated Account Agreement ceases to be in bad faith or without reasonable belief that full force and effect at any time; or (i) by the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given Custodian pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty Clause 8.3 (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseSanctions).

Termination for Cause. The For "Cause" upon the determination by the Company may that "Cause" exists to terminate this Agreement for Executive's employment. "Cause. For purposes of this Agreement" means (i) Executive's gross negligence, “Cause” means: (a) willful misconduct, or willful neglect in the willful and continued failure performance of the material duties and services of Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness)hereunder, after a written demand uncorrected for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days following the Company's written notice to request Executive of need to cure such performance; (ii) Executive's final conviction of a Board felony by a trial court; (iii) any criminal indictment of Directors meeting Executive relating to be held at an event or occurrence for which Executive was directly responsible which, in the business judgment of a mutually agreeable time and location to be attended by the members majority of the Board Company's board of Directors in person within directors, exposes the following thirty Company to ridicule, shame or business or financial risk; or (30iv) days, at which meeting the a material breach by Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, of any termination material provision of this Agreement will which remains uncorrected for 30 days following the Company's written notice to Executive of such breach. If the Company terminates Executive's employment for Cause, Executive shall be deemed entitled only to Executive's pro rata salary through the date of such termination, and all future compensation and benefits, other than benefits to which Executive is entitled under the terms of the Company's compensation and/or benefit plans, shall cease. In the case of a termination for Cause under subpart (i) above, (a) all stock options previously granted by the Company to Executive that are vested on the date of termination for Cause shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock option awards, remain outstanding and continue to be exercisable for a period of 90 days following the date of termination for Cause, (b) all stock options previously granted by the Company to Executive that are not vested on the date of termination for Cause shall terminate immediately and (c) all restricted stock, restricted stock units and other awards that have occurred without Causenot vested prior to the date of termination for Cause shall be cancelled to the extent not then vested. In the case of a termination for Cause under subparts (ii), (iii) or (iv) above, (y) all stock options previously granted by the Company to Executive (whether or not vested) shall terminate immediately and (z) all restricted stock, restricted stock units and other awards that have not vested prior to the date of termination for Cause shall be cancelled to the extent not then vested.

Termination for Cause. (1) The Company may terminate this Agreement the Executive's employment and the Employment Period for Cause. For the purposes of this Agreement, “Cause” means: the Company shall have "CAUSE" to terminate employment hereunder only (aA) if termination shall have been the result of an act or acts of willful misconduct materially injurious to the Company, monetarily or otherwise, or (B) upon the willful and continued failure of by the Executive substantially to perform substantially the Executive’s his duties with the Company or one of the Company Entities (other than a any such failure resulting from incapacity due to mental or physical or mental illness), ) after a written demand in writing for substantial performance is delivered to the Executive by the Board of Directors Directors, which demand specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed his duties, and such failure results in demonstrably material injury to the Company. The Executive’s duties; 's employment shall in no event be considered to have been terminated by the Company for Cause if such termination took place as the result of (i) bad judgment or negligence, or (bii) the willful engaging by any act or omission without intent of gaining therefrom directly or indirectly a profit to which the Executive was not legally entitled, or (iii) any act or omission believed in illegal conduct, gross misconduct good faith to have been in or a clearly established violation not opposed to the interest of the Company’s written policies and procedures, or (iv) any act or omission in respect of which a determination is made that the Executive met the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the Certificate of Incorporation of the Company or the laws of the State of Nevada, in each case which is materially and demonstrably injurious to as in effect at the Company. For purposes time of this provision, an such act or failure to act, on the part of the Executive, will omission. The Executive shall not be considered “willful” deemed to have been terminated for Cause unless it is done, or omitted and until there shall have been delivered to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests him a copy of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board of Directors or based on at a meeting of the advice Board of counsel Directors called and held for the Company will be conclusively presumed purpose (after not less than thirty (30) days' written notice to the Executive and an opportunity for him together with his counsel, to be doneheard before the Board of Directors, or omitted such notice of meeting to be doneindicate the specific termination provision of this Agreement relied upon and specify in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated), by finding that in the good faith opinion of the Board of Directors the Executive was guilty of conduct set forth above in good faith and in the best interests clauses (A) or (B) of the Company. In second sentence of this paragraph and specifying the event this Agreement is particulars thereof in detail. (2) If the Executive's employment shall be terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to shall pay the Executive after the effective date within ten (10) days of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying , his unpaid Base Compensation through the reasons for such termination Employment Termination Date at the rate in effect at the time Notice of Termination is madegiven, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty plus (302) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors any expenses incurred in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeaccordance with Section 6 hereof.

Termination for Cause. The Company Board may terminate the Executive’s employment by the Companies under this Agreement agreement for Cause. For cause; however, for purposes of this Agreement, agreement “Causecause” means: shall mean only (ai) the willful and continued failure of the Executive to perform substantially the Executive’s duties with confession or conviction of theft, fraud, embezzlement, or other crime involving dishonesty, (ii) the Company or one of the Company Entities Executive’s excessive absenteeism (other than a failure resulting from incapacity due to by reason of physical injury, disease, or mental illness)) without a reasonable justification, after a written demand for substantial performance is delivered to (iii) material violation by the Executive by of the Board provisions of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or Paragraph 11, (biv) the willful engaging habitual and material negligence by the Executive in illegal conduct, gross misconduct the performance of his duties and responsibilities under or a clearly established violation of the Company’s written policies pursuant to this agreement and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the ExecutiveExecutive to cure such negligence within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such negligence, will not be considered “willful” unless it is done, or omitted to be done, (v) material non-compliance by the Executive with his obligations under Paragraph 9 and failure to correct such non-compliance within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in bad faith reasonable detail the particulars of such non-compliance, (vi) material failure by the Executive to comply with a lawful directive of the Board or without the Chief Executive Officer of CSGS and failure to cure such non-compliance within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable belief that detail the particulars of such non-compliance, (vii) a material breach by the Executive of any of his fiduciary duties to the Companies and, if such breach is curable, the Executive’s action failure to cure such breach within ten (10) days after his receipt of a written notice from the Board or omission was the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such breach, or (viii) willful misconduct or fraud on the part of the Executive in the best interests performance of his duties under this agreement. In no event shall the results of operations of the CompanyCompanies or any business judgment made in good faith by the Executive constitute an independent basis for termination for cause of the Executive’s employment under this agreement. Any act, termination of the Executive’s employment for cause must be authorized by a majority vote of the Board taken not later than nine (9) months after a majority of the members of the Board (other than the Executive) have actual knowledge of the occurrence of the event or failure to act, based on authority given pursuant to a resolution duly adopted conduct constituting the cause for such termination. If the Executive’s employment under this agreement is terminated by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be donecause, or omitted to be done, by then the Executive in good faith shall be entitled to receive the following compensation and in benefits from the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after Companies: (i) The Base Salary through the effective date of such termination. This Agreement will ; (ii) Any other amounts earned, accrued, or owed to the Executive under this agreement but not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority paid as of the independent and disinterested members effective date of such termination; and (iii) Any other benefits payable to the Executive upon his termination for cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Board Companies in effect on the effective date of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causetermination.

Termination for Cause. The Company may terminate this Agreement following events, which for Cause. For purposes of this Agreement, “Cause” means: (a) Agreement shall constitute "cause" for termination with the willful and continued failure majority vote of the Board: (1) The willful breach by Executive of any provision of Sections 11, 12, or 13 hereof or any act of fraud, misappropriation, or embezzlement by Executive with respect to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation any aspect of the Company’s written policies and procedures's business or under circumstances that reflect adversely on the Company in the public eye, in each case in the Board's sole and exclusive determination, shall be cause for immediate termination with immediate curtailment of all compensation, benefits within statutory limitations, and stock option rights. (2) The willful breach by Executive of Section 2 hereof (including but not limited to a refusal to follow lawful directives of the Board) after notice to Executive of the details thereof and a period of 10 days thereafter within which to cure such breach and the failure of Executive to cure such breach to the Board's satisfaction within such 10 day period; (3) The use of illegal drugs by Executive during the term of this Agreement that, in the sole and exclusive determination of Board, interferes with Executive's performance of his duties hereunder or under circumstances that reflect adversely on the Company in the public eye; (4) The filing of a petition in bankruptcy court for bankruptcy, reorganization, or rearrangement or an adjudication that Executive is materially bankrupt; (5) The commencement of involuntary proceedings against Executive for bankruptcy or appointment of a receiver because of insolvency; (6) If the Company determines that employee has engaged in any dishonest conduct in the course of his management duties including by way of example and demonstrably not by limitation the knowing receipt of kickbacks from suppliers, misappropriation of corporate assets or opportunities, etc. (7) If the circumstances of Employee's personal life, whether or not in the course of management duties, reflects adversely on the Company such that it would be in the Company's best interests, in its sole discretion, to terminate its business relations with Employee. (8) The dissolution of the Company's corporate status; (9) Executive is convicted of or pleads guilty or nolo contendere to a felony or misdemeanor involving financial misconduct, moral turpitude, controlled substances, or personal injuries caused by driving under the influence; (10) Failure of performance by Executive that is repeated or continued after 30 day written notice to Executive of such failure and that is determined by the Board to be injurious to the Company. For purposes of this provision, an act business or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the CompanyCompany and which failure is not cured by Executive within such 30 day period in the Board's sole determination. Any act, notice of discharge shall describe with reasonable specificity the cause or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel causes for the Company will be conclusively presumed to be donetermination of Executive's employment, or omitted to be done, by as well as the Executive in good faith and in the best interests effective date of the Companytermination (which effective date may be the date of such notice). In If the event this Agreement is terminated Company terminates Executive's employment for Causeany of the reasons set forth above, the Company will not shall have any obligation to provide any no further payments or benefits to the Executive obligations hereunder from and after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeother than as set forth below).

Termination for Cause. For purposes of this Agreement, “Termination for Cause” shall include termination because of the Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation which negatively impacts the Bank (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. For purposes of this Paragraph, the term “willful” is defined to include any act or omission which demonstrates an intentional or reckless disregard for the duties and responsibilities owed to the business of the employer by Executive. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths (3/4) of the members of the Board at a meeting of the Board called and held for that purpose, finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying termination for Cause and specifying the reasons thereof. The Company may terminate this Agreement Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause. Any stock options granted to Executive under any stock option plan or any unvested awards granted under any other stock benefit plan of the Bank, or any subsidiary or affiliate thereof, shall become null and void effective upon Executive’s receipt of Notice of Termination for Cause pursuant to Paragraph 9 hereof, and shall not be exercisable by Executive at any time subsequent to such Termination for Cause. If he is terminated for Cause, Executive shall not compete with the Bank in any city or town in which the Bank operates a branch or main office for twelve (12) months from the Date of the Termination for Cause. For purposes of this Agreement, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Causeparagraph, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will term “compete” shall have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors same meaning as more fully defined in person within the following thirty (30) daysParagraph 10, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseNon-Competition.

Termination for Cause. The Company may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation employment and all of the Company’s obligations under this Agreement, except as provided in Section 3.2(b), below, at any time for Cause (as defined below) by giving written notice to Executive stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “Cause” shall mean any of the following: (i) Executive has materially breached this Agreement, any other agreement to which Executive and the Company are parties, or any Company policy, or has materially breached any other obligation or duty owed to the Company pursuant to law or the Company’s policies and proceduresprocedures manual, in each case which is materially including, but not limited to, Executive’s substantial failure or willful refusal to perform Executive’s duties and demonstrably injurious responsibilities to the Company. For purposes Company (other than as a result of this provision, Executive’s Death or Disability); (ii) Executive has committed an act of gross negligence, willful misconduct or failure to act, on any violation of law in the part performance of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s duties for the Company; (iii) Executive has taken any action substantially likely to result in material discredit to or omission was in the best interests material loss of business, reputation or goodwill of the Company. Any act, or failure ; (iv) Executive has failed to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not follow resolutions that have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, been approved by a majority of the independent and disinterested members Board concerning the operations or business of the Board Company; (v) Executive has been convicted of Directors or plead nolo contendere to a felony or other crime, the circumstances of which substantially relate to Executive’s employment duties with the Company; provided however, that upon indictment in any such case, the Executive may, at the Company’s sole discretion, be suspended without pay pending final resolution of the matter; (vi) Executive has misappropriated funds or property of the Company or engaged in any material act of dishonesty; or (vii) Executive has attempted to obtain a personal profit from any transaction in which the Company has an interest, and delivered which constitutes a corporate opportunity of the Company, or which is adverse to the Executive. Thereafterinterests of the Company, unless the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended transaction was approved in writing by the members Board after full disclosure of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity all details relating to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causetransaction.

Termination for Cause. The Company may terminate this Agreement Executive shall have no right to compensation or other benefits (except for vested benefits under any employee benefit plan) for any period after a Termination for Cause. For purposes of this Agreement, “Cause” means: (a) Termination for Cause shall be determined by the willful CEO, in the reasonable exercise of his discretion and continued failure of the Executive to perform substantially the Executive’s duties acting in good faith, in accordance with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered this sub-paragraph and subject to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation approval of the Company’s written policies and proceduresboard of directors. Termination for Cause is a termination of Executive’s employment as a result of Executive’s personal dishonesty, in each case which is materially and demonstrably injurious willful or reckless misconduct, willful or reckless breach of fiduciary duties; intentional failure to perform stated duties; willful or reckless violation of any law, rule, or regulation (other than traffic violations or similar offenses), or a final cease-and-desist order or other formal administrative action entered into by or imposed on the Company. For purposes ; the regulatory suspension or removal of this provision, an act or Executive as defined in Agreement paragraphs 8(a) and 8(b); Executive’s failure to act, on the part follow reasonable written instructions of the Executive, will not be considered “willful” unless it is done, CEO or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests board of directors of the Company; or Executive’s material breach of any provision of this Agreement. Any act, or failure The termination of Executive’s employment shall not be deemed to act, based on authority given pursuant be a Termination for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in by the best interests affirmative vote of not less than two-thirds of the membership of the Company. In the event this Agreement is terminated for Cause, the Company will not have ’s board of directors (other than Executive and any obligation to provide any further payments or benefits to the Executive after the effective date other employees who serve on such board of directors) at a meeting of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons board called and held for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of purpose (after at least thirty (30) days prior written notice of such meeting and Executive’s alleged improper conduct is provided to request a Board of Directors meeting to be held at a mutually agreeable time Executive and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have is given an opportunity to be heardheard before such board), finding that, in the good faith opinion of such board of directors, Executive is guilty of the conduct described as Termination for Cause and specifying in reasonable detail the grounds for its decision, and further that the specified conduct remains uncured or, in the case of a suspension, removal or formal administrative action, was not capable of cure. Failing such determination and opportunity The CEO, in his discretion, with the approval of the Company’s board of directors, may suspend Executive, with pay, for hearing, all or any termination portion of the period of time from the delivery of the notice described in this Agreement will be deemed to have occurred without paragraph 7(a) until the effective time of the Termination for Cause.

Termination for Cause. The Company Bank may terminate the Executive’s employment for “Cause” at any time. The Executive shall have no right to receive compensation or other benefits, other than the Accrued Obligations, for any period after a termination for “Cause.” For purposes of Agreement, “Cause” shall be deemed to exist if the Executive: (i) has engaged in any willful act or omission that, in the judgment of the Board of Directors has caused or will likely cause substantial economic damage to the Bank or the Company or substantial injury to the business reputation of the Bank or the Company; or (ii) has engaged in an act or acts of dishonesty or fraud intended to result in enrichment or advantage to the Executive or a third party at the expense of the Bank or through the use of the Bank’s assets (including proprietary or confidential information); or (iii) has engaged in the willful failure (other than due to substantiated physical or mental incapacity) to carry out the Executive’s duties and responsibilities to the Bank, including any reasonable directions from the Board of Directors or the Executive’s immediate supervisor, within the standards of performance that could reasonably be expected of an executive working for a banking institution or bank holding company in a similar position, if the willful failure continues for ninety (90) days or more after written notice of the failure is provided to the Executive by the Bank; or (iv) has willfully failed or refused (A) to comply with any material term or provision of this Agreement Agreement, (B) to adhere to the material terms of any employment-related policies or procedures as have been or may be established by the Bank, or (C) to execute and comply with the material terms of any instruments as may reasonably be requested by the Bank consistent with the foregoing clauses (A) and (B), including, without limitation, the Bank’s rules and policies with respect to conduct and ethics; or (v) has been convicted or enters a plea of guilty or nolo contendere or enters into a pretrial diversion program or similar program relating to a felony or any crime involving moral turpitude; or (vi) is subject to an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive’s employment with the Bank, unless the Executive has appealed that order and the appeal is pending; or (vii) abuses alcohol or any controlled substance in a manner that materially negatively affects the Executive’s performance or abilities at the Bank, whether or not such activity constitutes a crime; or (viii) is prohibited from employment with an FDIC-insured institution under applicable federal law or by order of any bank-regulatory agency. Notwithstanding the foregoing, Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors at a meeting of the Board of Directors called and held for Causethe purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board of Directors), finding that in the good faith opinion of the Board of Directors the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board of Directors is to make a final determination whether Cause exists, if the Board of Directors determines in good faith at a meeting of the Board of Directors, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board of Directors may suspend the Executive from her duties hereunder for a reasonable period of time not to exceed twenty-one (21) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board of Directors. For purposes of this Agreementsubparagraph, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an no act or failure to act, on the Executive’s part of the Executive, will not shall be considered “willful” unless it is done, or omitted to be done, by the Executive not in bad good faith or without reasonable belief that the Executive’s action or omission was in the best interests interest of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseBank.

Termination for Cause. The Company may (a) Bluegreen shall have the right to terminate this Agreement for Cause. For purposes the employment of Employee, or elect not to renew this Agreement, “Cause” means: for cause, at any time if: (ai) Employee shall be convicted by a court of competent and final jurisdiction of any crime (whether or not involving Bluegreen) which constitutes a felony in the willful jurisdiction involved or shall be habitually drunk or intoxicated in public or otherwise commit acts of moral turpitude in such a manner as to materially and continued failure adversely reflect upon the reputation of the Executive Bluegreen or its senior management; or (ii) Employee shall commit any act of embezzlement, fraud or similar dishonest and injurious conduct against or with respect to perform substantially the Executive’s duties Bluegreen; or (iii) Employee shall demonstrate injurious misconduct in connection with the Company or one performance of the Company Entities his duties and responsibilities under this Agreement (other than a failure resulting and/or as assigned to him from incapacity due time to physical or mental illness), after a written demand for substantial performance is delivered to the Executive time by the Board of Directors which specifically identifies Chief Executive Officer in accordance with the manner provisions hereof); or (iv) Employee shall demonstrate negligent, reckless or grossly negligent and injurious conduct in which connection with the Board of Directors believes that performance of, or a gross disregard for, his duties and responsibilities under this Agreement and as assigned to him from time to time by the Chief Executive has not substantially performed Officer in accordance with the Executive’s duties; or provisions hereof. (b) Any determination to terminate Employee for Cause pursuant to paragraph 13(a) hereof shall be made in the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation good faith judgment of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Chief Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Officer. (c) In the event that the employment of Employee shall be terminated by Bluegreen for cause pursuant to this Agreement is terminated for Causeparagraph, Employee shall be entitled to receive his salary, and any other amounts properly due from Bluegreen to Employee, through the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed Employee shall accept payment pursuant to this subparagraph in full discharge and release of Bluegreen of and from any further obligations under this Agreement. Nothing contained in this paragraph shall constitute a waiver or release by Bluegreen of any rights or claims it may have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeagainst Employee.

Termination for Cause. The Company may terminate Executive’s employment and all of the Company’s obligations under this Agreement (except as provided in Section 3.2(b), below), at any time for Cause (as defined below) by giving written notice to Executive stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “Cause” shall mean any of the following: (1) Executive has materially breached this Agreement, any other agreement to which Executive and the Company are parties, or any Company policy (including the Company’s policy against unlawful harassment), or has materially breached any other obligation or duty owed to the Company pursuant to law or the Company’s policies and procedures manual, including, but not limited to, Executive’s substantial failure or willful refusal to perform his duties and responsibilities to the Company (other than as a result of his death or Disability); (2) Executive has committed an act of gross negligence, willful misconduct or any violation of law in the performance of Executive’s duties for the Company; (3) Executive has taken any action substantially likely to result in material discredit to or material loss of business, reputation or goodwill of the Company; (4) Executive has failed to follow resolutions that have been approved by a majority of the Board concerning the operations or business of the Company; (5) Executive has been convicted of or plead nolo contendere to a felony or other crime, the circumstances of which substantially relate to Executive’s employment duties with the Company; provided however, that upon indictment in any such case, the Executive may at the Company’s sole discretion, be suspended without pay pending final resolution of the matter; (6) Executive has misappropriated funds or property of the Company or engaged in any material act of dishonesty; or (7) Executive has attempted to obtain a personal profit from any transaction in which the Company has an interest, and which constitutes a corporate opportunity of the Company, or which is adverse to the interests of the Company, unless the transaction was approved in writing by the Board after full disclosure of all details relating to such transaction. For purposes of this Agreement, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illnessSection 3.1(b), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conductno act, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the Executive’s part of the Executive, will not be considered deemed “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causefaith.

Termination for Cause. The Company Board may terminate this Agreement Executive’s employment hereunder for Cause or without Cause. For purposes of this Agreement, Agreement termination for “Cause” meansshall mean termination because (i) Executive: (aA) committed a significant act of dishonesty, deceit or breach of fiduciary duty in the willful and continued failure performance of the Executive his duties as an employee of Bancshares or any of its subsidiaries; (B) grossly neglected or willfully failed in any way to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), such employment after a written demand for substantial performance is delivered given to the Executive by the Board of Directors Board, which demand specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed failed to perform his duties; (C) has committed a material breach of any provision of this Agreement; (D) willfully acted or failed to act in any other way that materially and adversely affects Bancshares or any of its subsidiaries; (E) is removed and/or permanently prohibited from participating in the conduct of Bancshares or any of its subsidiaries affairs by an order issued under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818(e)(3) or (g)(1)); or (F) the Executive’s dutiesviolation of any applicable statutes, regulations or rules of any appropriate Federal banking agency and/or state bank supervisor, as defined in the FDI Act Section 3, 12 U.S.C. 1813, which violation materially and adversely affects Bancshares or its subsidiaries; or (bii) Bancshares or any of its subsidiaries has received a final cease-and-desist order that requires in substance that Bancshares or any of its subsidiaries retain a qualified chief executive officer acceptable to bank regulators with the willful engaging by the experience, skill and other qualifications required to ensure compliance with such order and Bancshares or any of its subsidiaries regulators have determined that Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and proceduresdoes not meet these qualifications. Termination under this Paragraph shall not prejudice any remedy that Bancshares may have at law, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is doneequity, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event under this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseAgreement.

Termination for Cause. The Company Board may terminate the Executive's --------------------- employment by the Companies under this Agreement agreement for Cause. For cause; however, for purposes of this Agreement, “Cause” means: agreement "cause" shall mean only (ai) the willful and continued failure Executive's confession or conviction of the Executive to perform substantially theft, fraud, embezzlement, or other crime involving dishonesty, (ii) the Executive’s duties with the Company or one of the Company Entities 's excessive absenteeism (other than a failure resulting from incapacity due to by reason of physical injury, disease, or mental illness)) without a reasonable justification, after a written demand for substantial performance is delivered to (iii) material violation by the Executive by of the Board provisions of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or Paragraph 11, (biv) the willful engaging habitual and material negligence by the Executive in illegal conduct, gross misconduct the performance of his duties and responsibilities under or a clearly established violation of the Company’s written policies pursuant to this agreement and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the ExecutiveExecutive to cure such negligence within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such negligence, will not be considered “willful” unless it is done, or omitted to be done, (v) material non-compliance by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or with his obligations under Paragraph 9 and failure to act, based on authority given pursuant to correct such non-compliance within twenty (20) days after his receipt of a resolution duly adopted by written notice from the Board or the Chief Executive Officer of Directors or based on CSGS setting forth in reasonable detail the advice particulars of counsel for the Company will be conclusively presumed to be donesuch non-compliance, or omitted to be done, (vi) material failure by the Executive to comply with a lawful directive of the Board or the Chief Executive Officer of CSGS and failure to cure such non- compliance within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, (vii) a material breach by the Executive of any of his fiduciary duties to the Companies and, if such breach is curable, the Executive's failure to cure such breach within ten (10) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such breach, or (viii) willful misconduct or fraud on the part of the Executive in the performance of his duties under this agreement. In no event shall the results of operations of the Companies or any business judgment made in good faith and in by the best interests Executive constitute an independent basis for termination for cause of the CompanyExecutive's employment under this agreement. In Any termination of the event this Agreement is terminated Executive's employment for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not cause must be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved authorized by a majority of the independent and disinterested members vote of the Board taken not later than nine (9) months after a majority of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board (other than the Executive) have actual knowledge of Directors in person within the occurrence of the event or conduct constituting the cause for such termination. If the Executive's employment under this agreement is terminated by the Board for cause, then the Executive shall be entitled to receive the following thirty (30) days, at which meeting compensation and benefits from the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.Companies:

Termination for Cause. The Company has the right and may elect to terminate this Agreement for CauseCause at any time. For purposes of this Agreement, “"Cause” means" means the occurrence or existence of any of the following: (ai) a material breach by the willful and continued failure Executive of the Executive terms of his employment or of his duty not to perform substantially the Executive’s duties engage in any transaction that represents, directly or indirectly, self-dealing with the Company or one any of its affiliates (which, for purposes here, shall mean any individual, corporation, partnership, association, limited liability company, trust, estate, or other entity or organization directly or indirectly controlling, controlled by, or under direct or indirect common control with the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors Company) which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, been approved by a majority of the independent and disinterested members directors of the Board, if in any such case such material breach remains uncured after thirty days have elapsed following the date on which the Company gives the Executive written notice of such breach; (ii) the repeated material breach by the Executive of any duty referred to in clause (i) above with respect to which at least one prior notice was given under clause (i); (iii) any act of dishonesty, misappropriation, embezzlement, intentional fraud, or similar conduct by the Executive involving the Company or its affiliates; (iv) the conviction or the plea of nolo contendre or the equivalent in respect of a felony; (v) any damage of a material nature to any property of the Company or any of its affiliates caused by the Executive's willful or grossly negligent conduct; (vi) the repeated nonprescription use of any controlled substance or the repeated use of alcohol or any other non-controlled substance that the Board reasonably determines renders the Executive unfit to serve as an officer or employee of the Company or its affiliates; (vii) the Executive's failure to comply with the Board's reasonable written instructions, after thirty days written notice; or (viii) conduct by the Executive that in a good faith written determination of the Board of Directors demonstrates unfitness to serve as an officer or employee of the Company and delivered or its affiliates, including, without limitation, a finding by the Board or any regulatory authority that the Executive committed acts of unlawful harassment or violated any other state, federal or local law or ordinance prohibiting discrimination in employment applicable to the business of the Company or any of its operating subsidiaries. Termination of the Executive for Cause pursuant to this Section 6(a) shall be communicated by a Notice of Termination. For purposes of this Agreement a "Notice of Termination" shall mean delivery to the Executive of a copy of a resolution or resolutions duly adopted by the affirmative vote of not less than a majority of the directors present and voting at a meeting of the Board called and held for that purpose after reasonable notice to the Executive and reasonable opportunity for the Executive. Thereafter, together with the Executive's counsel, to be heard before the Board prior to such vote, finding that in the good faith opinion of the Board, the Executive will have was guilty of conduct set forth in the right for a period first sentence of thirty (30this Section 6(a) days to request a Board and specifying the particulars thereof in detail. For purposes of Directors meeting to be held at a mutually agreeable time and location to be attended Section 6(a), this Agreement shall terminate on the date specified by the members Board in the Notice of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseTermination.

Termination for Cause. The Company may terminate this Agreement and Consultant’s engagement thereunder with or without any advance notice in the event that the Company determines that this Agreement and Consultant’s services hereunder should be terminated for CauseCause (as defined herein.) Termination for Cause shall be effective immediately upon delivery of written notice thereof by the Company to Consultant and Consultant’s rights to all compensation shall cease as of the date of such written notice. In such event, Consultant shall not be entitled to any future compensation nor shall Consultant be entitled to any severance pay. (i) For the purposes of this Agreement, “Cause” meansshall mean: (ai) the willful and continued Consultant’s failure of the Executive to perform substantially its duties to the Executive’s duties with standards and requirements of the Company or one neglect of duties for which employed or misconduct in the performance of such duties, all of such facts to be determined by the Company in its good faith judgment; (ii) Consultant committing fraud, misappropriation or embezzlement; (iii) Consultant’s commission or conviction of, or entry of a plea of guilty, any felony or misdemeanor involving moral turpitude; (iv) Consultant breaching any provision of this Agreement or any of the rules, regulations, or policies of the Company; (v) the discovery that any of Consultant’s representations are inaccurate; (vi) Consultant manufacturing, distributing, dispensing, transporting, possessing or being under the influence of alcohol or illegal drugs during working hours or while on the property or in a vehicle of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation any affiliate of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act ; (vii) Consultant misusing or failure to act, abusing prescription drugs during working hours or while on the part property of or in a vehicle of the Executive, will not be considered “willful” unless it is done, Company or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests any affiliate of the Company. Any act, ; (viii) Consultant having present in his body illegal drugs in any amount during working hours or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based while on the advice property on in a vehicle of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests any affiliate of the Company. In the event this Agreement is terminated for Cause, ; (ix) and Consultant 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 Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date reasonably suspects that Consultant is in violation of such termination(vi) through (viii) above. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any Upon termination of this Agreement will as provided in this Section 3.1, the Agreement shall terminate and be deemed to have occurred without Causeof no further force and effect, except as provided in Section 5.3.

Termination for Cause. The Company may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one employment immediately for Cause for any of the Company Entities following reasons: (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (bi) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, acts of dishonesty or fraud on the part of the Executive, will Executive resulting or intended to result directly or indirectly in substantial gain or personal enrichment to which the Executive was not be considered “willful” unless it is done, legally entitled at the expense of the Company or omitted to be done, any of its subsidiaries; (ii) a willful material breach by the Executive of his duties or responsibilities under this Agreement resulting in bad faith demonstrably material injury to the Company or without reasonable belief that any of its subsidiaries; (iii) the Executive’s action conviction of a felony or omission was in any crime involving moral turpitude, (iv) habitual neglect or insubordination (defined as refusal to execute or carry out directions from the best interests Board or its duly appointed designees) where the Executive has been given written notice of the Company. Any actacts or omissions constituting such neglect or insubordination and the Executive has failed to cure such conduct, where susceptible to cure, within thirty days following such notice, or failure to act, based on authority given pursuant to (v) a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, material breach by the Executive of any of his obligations under the Confidentiality and Non-Compete Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right to terminate the Executive’s employment for Cause by giving the Executive written notice of termination specifying in good faith and in reasonable detail the best interests of the Companycircumstances constituting such Cause. In the event this Agreement is terminated of such termination of the Executive’s employment for Cause, the Company will Executive shall be entitled to receive only (i) his base salary earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not have taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any obligation to provide any further payments or other compensation and benefits to the extent actually earned by the Executive after under any other benefit plan or program of the effective Company as of the date of such terminationtermination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement of Business Expenses. This Agreement The Executive will not be deemed entitled to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causebonus payment.

Termination for Cause. The Company may terminate This Agreement shall be terminated and the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to Employee, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement for Causeor violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. For purposes of this AgreementEmployee is convicted of, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than pleads guilty to, a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provisionfelony, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is doneinvolving moral turpitude, or omitted a misdemeanor where imprisonment is imposed; iv. Employee fails to be done, by devote full time or effort to the Executive in bad faith Employee’s duties of employment or without reasonable belief that the Executive’s any action or omission was in of Employee which constitutes negligent performance of the best Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the CompanyEmployer; vi. Any actEmployee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or failure has a receiver, trustee or other person or persons appointed by any court to act, based on authority given take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will this section, Employee shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith paid when due and in the best interests of the Company. In the event this Agreement is terminated for Causeaccordance with Employer’s general payroll practices and relevant policies, the Company will not have any obligation to provide any further payments or benefits all accrued salary, bonuses (to the Executive after extent earned), any benefits under any of Employer’s plans under which Employee is a participant to the effective full extent of Employee’s rights under such plans, accrued vacation pay and any appropriate reimbursement of business expenses incurred by Employee in connection with his duties hereunder, all to the date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeonly.

Termination for Cause. (1) The Company may terminate this Agreement the Executive's employment and the Contract Term for Cause. For the purposes of this Agreement, “the Company shall have "Cause” means: " to terminate employment hereunder only (a) if termination shall have been the willful result of an act or acts by the Executive which have been found in an applicable court to constitute a felony; or (b) if termination shall have been the result of an act or acts of dishonesty by the Executive resulting or intended to result directly or indirectly in significant gain or personal enrichment to the Executive at the expense of the Company; or (c) upon the wilful and continued failure of by the Executive substantially to perform substantially the Executive’s his duties with the Company or one of the Company Entities (other than a any such failure resulting from incapacity due to mental or physical or mental illness), ) after a written demand in writing for substantial performance is delivered to the Executive by the Board of Directors Board, which demand specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed his duties, and such failure results in demonstrably material injury to the Company. The Executive’s duties; 's employment shall in no event be considered to have been terminated by the Company for Cause if such termination took place as the result of (a) bad judgment or negligence, or (b) the willful engaging by the Executive any act or omission believed in illegal conduct, gross misconduct good faith to have been in or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious not opposed to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests interest of the Company. Any act, or failure The Executive shall not be deemed to act, based on authority given pursuant have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of Directors or based on the advice of counsel Board (after reasonable notice to the Executive and an opportunity for the Company will be conclusively presumed him, together with his counsel, to be doneheard before the Board), or omitted to be done, by finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in good faith and in the best interests clauses (a), (b) or (c) of the Company. In second sentence of this paragraph and specifying the event this Agreement is particulars thereof in detail. (2) If the Executive's employment shall be terminated for Cause, the Company will not shall pay the Executive his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have any obligation to provide any no further payments or benefits obligations to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of under this Agreement will be deemed to have occurred without CauseAgreement.

Termination for Cause. The Company may shall have the right to immediately terminate this Agreement Executive’s employment for Cause. For purposes of this Agreement, termination for “Cause” meansshall solely be defined as: (ai) Executive’s fraud, misappropriation, embezzlement or other act of dishonesty in connection with the Company’s business; (ii) Executive’s willful and continued failure misconduct or gross negligence in the performance of his duties hereunder; ; (iii) Executive’s knowing or willful violation or reckless disregard of any laws, rules or regulations of any governmental or regulatory body material to the business of the Executive Company; (iv) Executive’s failure to comply or follow duly authorized and specifically written Board’s directive(s) which is not cured to the Board’s reasonable satisfaction within thirty (30) days after written notice thereof to the Executive;(v) Executive’s conviction of a felony or a misdemeanor involving moral turpitude; or (vi) failure to perform substantially the material aspects functions for which the Executive was employed which is not cured to the Board’s reasonable satisfaction within thirty (30) days after written notice to the Executive’s duties with . With respect to conduct covered by subsection (iv) and (vi) of this Section, the Company shall not have Cause to terminate Executive unless (x) such conduct or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), breach continues after a written demand for substantial performance is or cure has been delivered to the Executive by the Board of Directors which that specifically identifies the manner in which the Board of Directors believes that the how Executive has failed to perform or is otherwise in breach of this Agreement, and (y) such conduct or breach has not substantially performed the been cured by Executive within thirty (30) days following Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation receipt of the Company’s such written policies and procedures, in each case which is materially and demonstrably injurious to the Companydemand. For purposes of this provisionSection, an act no act, or failure to act, on the part of the Executive, will not Executive shall be considered “willful” unless it is deemed to constitute Cause if done, or omitted to be done, by the Executive in bad good faith or without and with reasonable belief that the Executive’s his action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated of a termination for Cause, Executive shall be entitled receive, payment of his Base Salary through the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying , and reimbursement of business expenses incurred consistent with Company policy through the reasons for such date of termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause“Accrued Obligations).

Termination for Cause. The This Agreement and Executive’s employment hereunder may be terminated by the Company may terminate this Agreement at any time for Cause. For purposes In the event of termination for Cause, the Executive shall not be entitled to any severance benefits under this Agreement, “Cause” means: (a) the willful and continued failure . Termination of the Executive to perform substantially the Executive’s employment shall be deemed to have been “for Cause” only if it shall have been the result of: (i) Executive’s conviction of a felony under the laws of the United States or a state in which Executive works or resides, or a guilty or no contest plea by the Executive with respect thereto; (ii) a willful or deliberate act or acts of dishonesty by Executive resulting or intended to result directly or indirectly in material gain to or personal enrichment of Executive at the Company’s expense; (iii) a willful refusal by Executive (except by reason of incapacity due to illness or accident) to comply with the provisions of Paragraph 1, or to perform his/her duties or to comply with any valid and legal directive of the CEO; or (iv) conduct by Executive that is materially injurious to the Company if such conduct was undertaken without good faith and the reasonable belief that such conduct was in the best interest of the Company or one that is in material violation of the policies of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after delivers a written demand for substantial performance is delivered notice to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes finding that the Executive has engaged in the conduct described above. Except for a failure or refusal that, by its nature, cannot substantially performed reasonably be expected to be cured, the Executive’s duties; or Executive shall have ten (b10) business days from the willful engaging delivery of the written notice by the Executive in illegal conductCompany within which to cure any acts constituting Cause. However, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for if the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests reasonably expects irreparable harm from a delay of the Company. In the event this Agreement is terminated for Causeten (10) business days, the Company will not have any obligation to provide any further payments or benefits to may give the Executive after the effective date notice of such shorter period (or no period) within which to cure as is reasonable under the circumstances. The Company’s decision regarding the basis for termination. This Agreement will not , if concluded, shall be deemed to have terminated for Cause unless a written determination specifying final and binding on the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeparties.

Termination for Cause. The Company may terminate this Agreement for Cause. “Termination For purposes of this Agreement, “Cause” means: shall mean the termination by NMHC of Executive’s employment with NMHC as the result of (ai) the willful and continued failure of the Executive substantially to perform substantially the Executive’s duties with the Company hereunder; (ii) Executive’s engaging in misconduct that has caused or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive reasonably expected by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the to cause material injury to NMHC or all NMHC Entities taken as a whole; (iii) Executive’s dutiesviolation of any material policy of NMHC, including without limitation i▇▇▇▇▇▇ ▇▇▇▇▇▇▇, harassment and discrimination policies, copies of which have been provided to Executive in writing; (iv) Executive’s indictment or conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony; or (bv) the willful engaging material breach by the Executive in illegal conduct, gross misconduct of any of Executive’s obligations hereunder or a clearly established violation of the Company’s under any other written policies and proceduresagreement or covenant with NMHC or any NMHC Entity, in each case which is materially in clauses (i), (ii), (iii) and demonstrably injurious to (v) after receipt of written notice from NMHC specifying the Company. For purposes of this provision, an act or failure to act, on grounds for Termination for Cause and (only in the part event that the nature of the Executivegrounds, will in the good faith opinion of the Board, are not be considered “willful” unless it is done, related to any willful misconduct or omitted dishonesty of Executive and otherwise are able to be done, cured) failure by the Executive in bad faith or without reasonable belief that the to cure such breach within fifteen (15) days from receipt of notice. Executive’s action or omission was in the best interests of the Company. Any act, or failure inability to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event perform Executive’s obligations under this Agreement is terminated for despite Executive’s best efforts as a result of being Permanently Disabled shall not result in a Termination For Cause. Upon any Termination For Cause, Executive shall be paid the Company will not have any obligation to provide any further payments or benefits to the Executive after Accrued Obligations within three (3) business days following the effective date of such termination. This Agreement will termination but shall not be deemed paid any severance compensation. Any other accrued benefits provided under employee benefit programs maintained by NMHC, including qualified and nonqualified programs, shall be payable according to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causetheir terms.

Termination for Cause. The (a) Notwithstanding the provisions of this Agreement, the Board of Directors of the Company may may, in its sole discretion, terminate the Executive's employment with the Company for Cause. For the purposes of this Agreement, the Company shall have "Cause" to terminate the Executive's employment hereunder: (i) because of the Executive's personal dishonesty, incompetence, willful misconduct, gross negligence, willful breach of fiduciary duty (including involving personal profit), failure to substantially perform stated duties described in Section 3 of this Agreement, willful violation of any material law, rule, regulation (other than traffic violations or similar offenses), willful violation of any final cease-and-desist order issued by any regulatory agency having jurisdiction over the Company or the Bank, or material breach by the Executive of any provision of this Agreement or any related agreement entered into by the Executive; or (ii) if the Board of Directors of the Bank terminates the employment of Executive with the Bank for CauseCause pursuant to subsection (c) of this Section 10. For purposes of this Agreementparagraph, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness)no act, after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the Executive's part of the Executive, will not shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive her not in bad good faith or without reasonable belief that the Executive’s her action or omission was in the best interests interest of the Company. Any act, ; provided that any act or failure omission to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based act on the advice Executive's behalf in reliance upon an opinion of counsel for to either the Company will or the Bank shall not be conclusively presumed deemed to be done"willful." Notwithstanding the foregoing, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will shall not be deemed to have been terminated for Cause unless and until there shall have been a written determination specifying the reasons for such termination is made, resolution approved by a majority of the independent and disinterested non-officer members of the Board of Directors of the Company and delivered to finding that, in the Executive. Thereaftergood faith opinion of such majority, the Executive will have was guilty of conduct which is deemed to be Cause within the meaning of this paragraph, after notice to the Executive and an opportunity for her, together with her counsel, to be heard before such majority (with the Company Board retaining the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting deliberate without the Executive will have an opportunity to be heard. Failing and her counsel present before and/or after such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause).

Termination for Cause. The Termination by the Company may terminate this Agreement of the Executive's employment for cause (hereinafter referred to as "Termination for Cause. For purposes of this Agreement), “Cause” means: shall mean termination upon (ai) the willful and continued failure of by the Executive to perform substantially perform, on an "as-needed" basis, the Executive’s 's material duties with the Company or one of the Company Entities (other than a any such failure resulting from the Executive's incapacity due to physical or mental illness), illness or any such failure after the issuance by the Executive for Good Reason of a Notice of Termination (as the terms "Good Reason" and "Notice of Termination" are defined in this Agreement) after a written demand for substantial performance is delivered to the Executive by the Board of Directors Board, which demand specifically identifies the manner in which material duties that the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; performed, or (bii) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of conduct that is demonstrably and materially injurious to the Company’s written policies and procedures, in each case which is materially and demonstrably injurious monetarily or otherwise, except that such conduct shall specifically exclude Executive's acting as a consultant to or executive of any company not directly competitive with the business of the Company. For purposes of this provisionParagraph 6, an act no act, or failure to act, on the part of the Executive's part, will not shall be considered “deemed "willful” " unless it is done, or omitted to be done, by the Executive not in bad good faith or and without reasonable belief that the Executive’s 's action or omission was in the best interests interest of the Company. Any act, or failure (iii) the conviction of the Executive of a felony, limited solely for a crime related to act, based on authority given pursuant to a resolution duly adopted by the Board business operations of Directors or based on the advice of counsel for the Company will be conclusively presumed to be doneCompany, or omitted that results in the Executive being unable to be donesubstantially carry out his duties as set forth in this Agreement, or (iv) the commission of any act by the Executive against the Company that may be construed as the crime of embezzlement, larceny, and/or grand larceny. Any other provision in good faith and in this paragraph to the best interests of the Company. In the event this Agreement is terminated for Causecontrary notwithstanding, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will shall not be deemed to have been terminated for Termination for Cause unless and until the Board duly adopts a written determination specifying resolution by the reasons for such termination is made, approved by a majority affirmative vote of no less than three-quarters (3/4) of the independent and disinterested members entire membership of the Board, at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Board), finding that in the good faith opinion of the Company Board, the Executive was guilty of conduct described in Subparagraphs (i), (ii) or (iv) of this paragraph and specifying the particulars thereof in detail and a certified copy of such resolution is delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company Employer may terminate this Agreement the Executive’s employment at any time for Cause, after providing Executive with at least 30 days’ notice of such proposed termination and 15 days to remedy the alleged defect. For purposes of In this Agreement, “Cause” means: (a) means the willful and continued failure of by the Executive to perform substantially perform, or otherwise properly carry out, the Executive’s duties with on behalf of RBA Pubco or an affiliate, or to follow, in any material respect, the Company lawful policies, procedures, instructions or one directions of the Company Entities Employer or any applicable affiliate (other than a any such failure resulting from the Executive’s disability or incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to or the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; willfully or (b) the willful intentionally engaging by the Executive in illegal or fraudulent conduct, gross misconduct financial impropriety, intentional dishonesty, breach of duty of loyalty or a clearly established violation of the Company’s written policies and procedures, in each case any similar intentional act which is materially and demonstrably injurious to RBA Pubco or an affiliate, or which may have the Companyeffect of materially injuring the reputation, business or business relationships of the Employer or an affiliate, or any other act or omission constituting cause for termination of employment without notice or pay in lieu of notice at common law. For the purposes of this provisiondefinition, an act no act, or failure to act, on the part of the Executive, will not an Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or and without reasonable belief that the Executive’s action or omission was in omissions were in, or not opposed to, the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith Employer and in the best interests of the Companyits affiliates. In the event this Agreement is terminated of termination for Cause, the Company will not have rights of the Executive with respect to any obligation to provide any further payments performance share units (“PSUs”) or benefits stock options granted pursuant to the Executive after Employer’s Performance Share Unit Plan (the effective date “PSU Plan”) and stock option plan (the “Option Plan”), respectively, and pursuant to any and all PSU and stock option grant agreements, will be governed pursuant to the terms of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons PSU Plan, Option Plan and respective grant agreements for such termination is made, approved by a majority of the independent PSUs and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causestock options.

Termination for Cause. The Company Employer may terminate this Agreement Employee's employment immediately for Cause"cause" by written notice to Employee. For purposes of this Agreement, “Cause” means: (a) a termination shall be for "cause" if the willful and continued failure termination results from any of the Executive following events: (i) Employee’s willful breach of any material provision of this Agreement, which breach Employee shall have failed to cure within thirty (30) days following Employer’s written notice to Employee specifying the nature of the breach; (ii) Any documented misconduct by Employee as an executive or director of Employer, or any subsidiary or affiliate of Employer for which Employee is performing services hereunder, which is material and adverse to the interests, monetary or otherwise, of Employer or any subsidiary or affiliate of Employer; (iii) Unreasonable neglect or refusal to perform substantially the Executiveduties assigned to Employee under or pursuant to this Agreement, unless cured within thirty (30) days following Employer’s duties with written notice to Employee specifying the Company or one nature of the Company Entities neglect or refusal; (other than iv) Conviction of a failure resulting from incapacity due to physical crime involving any act of dishonesty or mental illness)moral turpitude, after or the commission of a written demand for substantial performance is delivered to the Executive by the Board of Directors felony; (v) Adjudication as a bankrupt, which specifically identifies the manner in which the Board of Directors believes that the Executive adjudication has not substantially performed the Executive’s duties; or (b) the willful engaging been contested in good faith, unless bankruptcy is caused directly by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or Employer's unexcused failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or perform its obligations under this Agreement; (vi) Documented failure to actfollow the reasonable, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members instructions of the Board of Directors of Employer or Employer’s President and Chief Executive Officer, provided that the Company and delivered instructions do not require Employee to the Executive. Thereafter, the Executive will have the right for engage in unlawful conduct; or (vii) A willful violation of a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members material rule or regulation of the Board Office of Directors in person within the following thirty (30) days, at which meeting Comptroller of the Executive will have an opportunity to be heardCurrency or of any other regulatory agency governing Employer or any subsidiary or affiliate of Employer. Failing such determination and opportunity for hearing, Notwithstanding any termination other term or provision of this Agreement will to the contrary, if Employee's employment is terminated for cause, Employee shall forfeit all rights to payments and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be deemed to have occurred without Causepaid through the date of termination.

Termination for Cause. The Company PNMAC or PFSI may terminate Executive’s employment or services under this Agreement for Cause. For purposes of this Agreement, “Cause” meansby written Notice of Termination. A termination for Cause is a termination by reason of: (ai) the willful and continued failure a material breach of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities this Agreement (other than as a failure resulting from result of incapacity due to physical death or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (bDisability) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, committed by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement which is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of remedied within thirty (30) days of Executive’s receipt of a notice to request cure such breach; (ii) Executive’s conviction by a Board court of Directors meeting competent jurisdiction of a felony involving dishonesty or moral turpitude, provided, however, that any convictions solely on the basis of vicarious liability shall not give PNMAC or PFSI the right to be held at a mutually agreeable time and location to be attended terminate Executive for Cause; (iii) entry of an order duly issued by the members any federal or state regulatory agency having jurisdiction of the Board matter removing Executive from office of Directors PFSI or any its subsidiaries or permanently prohibiting him from participating in person within the following thirty conduct of the affairs of PFSI or any of its subsidiaries; or (30iv) days, at which meeting proven acts of fraud or willful misconduct committed by Executive in connection with the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination performance of his duties under Section 2 of this Agreement will which result in material injury to PFSI or any of its subsidiaries. In the event of a termination for Cause pursuant to this Section 7(c), Executive shall be deemed entitled to have occurred without receive (a) his base salary for the entire period up to and including the date of Executive’s termination for Cause; (b) accrued but unused PTO through the Termination Date; and (c) reimbursement of any unreimbursed expenses incurred by Executive pursuant to Section 6 of this Agreement. If Executive is convicted of a felony involving dishonesty or moral turpitude or removed from office and/or prohibited from participating in the conduct of the affairs of PFSI or any of its subsidiaries by any federal or state regulatory agency having jurisdiction of the matter, and if the charges resulting in such removal or prohibition are ultimately dismissed or if a final judgment on the merits of such charges is issued in favor of Executive, or if the felony conviction is overturned on appeal, then Executive’s termination shall be treated as a Termination Other Than for Cause pursuant to Section 7(d).

Termination for Cause. The Company may terminate this the Agreement and the Executive's employment hereunder immediately upon written notice to the Executive for "Cause" (as hereinafter defined). For purposes of this the Agreement, “the term "Cause” means: " shall mean (ai) the willful and continued repeated failure or refusal of the Executive to perform substantially the Executive’s duties with or render the Company or one of the Company Entities (other than a failure resulting services reasonably assigned to his from incapacity due time to physical or mental illness), after a written demand for substantial performance is delivered to the Executive time by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties(except during reasonable vacation periods or sick leave); or (bii) the willful engaging by charging or indictment of the Executive in illegal conductconnection with a felony or willful misfeasance or nonfeasance; (iii) the association, gross misconduct directly or a clearly established violation of the Company’s written policies and proceduresindirectly, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered for his profit or financial benefit, with any person, firm, partnership, association, entity or corporation that competes, in any material way, with the Company; (iv) the disclosing or using of any material "Confidential Information", "Trade Secrets" or “willfulMaterial, Non-Public Information” unless it is done(as those terms are defined in Section 9) of the Company at any time by the Executive, or omitted except as required in connection with his duties to be donethe Company, (v) the breach by the Executive of his fiduciary duty or duty of trust to the Company, including the commission by the Executive of an act of fraud or embezzlement against the Company, (vi) trading, directly or indirectly, in bad faith the Company’s securities while in possession of material, non-public information (vii) any other material breach by the Executive of any of the terms or without reasonable belief that provisions of the Agreement or any other agreement between the Company and the Executive’s , which other material breach is not cured within thirty (30) business days of notice by the Company; or (vii) any other action or omission was by the Executive, which, in the best interests good faith and reasonable determination of all of the members of the Company's Board of Directors, has the effect of materially injuring the reputation or business of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by If the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not Executive shall have any obligation to provide any no further payments rights or benefits to entitlements under the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is madeAgreement, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered shall have no further obligations to the Executive. Thereafter, and the Agreement shall be null and void, provided, however, that the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting shall be entitled to be held at receive all unpaid, earned salary, wages and benefits, including accrued vacation pay and reimbursement for reasonable business expenses incurred prior to the date of termination, to the date of termination. It shall be the Company's burden to show that good "Cause" existed for termination under the Section by clear and convincing evidence, and any failure by the Company to carry the burden shall convert the termination into a mutually agreeable time and location termination without "Cause." Any termination which occurs within one year of a change in control shall be presumed to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any a termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company may shall have the right to immediately terminate this Agreement and Employee’s employment with the Company for any of the following causes (each a “Cause”): (a) Conviction of Employee for, or entry of a plea of guilty or nolo contendere by Employee with respect to, any felony or any crime involving an act of moral turpitude; (b) Engaging in any act involving fraud or theft; (c) Neglect by Employee of his/her duties or breach by Employee of his/her duties or intentional misconduct by Employee in discharging such duties; (d) Employee’s continued absence from his/her duties without the consent of the Employee’s supervisor after receipt of notification from the Company, other than absence due to bona fide illness or disability as defined herein; (e) Employee’s failure or refusal to comply with the directions of the Chairman or the Board or with the policies, standards and regulations of the Company, provided that such directions, policies, standards or regulations do not require Employee (i) to take any action which is illegal; or (ii) to fail to take any action required by applicable law, regulations or licensing standards; (f) Conduct, actions, or performance that violates the Company’s policies concerning ethics or employee conduct; (g) Employee’s breach of the agreement set forth in Section 5 of this Agreement or any of the restrictive covenants contained in that Section; or (h) Employee’s breach of any term of this Agreement. provided that the Company shall have delivered to the Employee a notice of termination that specifically identifies such grounds for termination for Cause and, in the case of grounds pursuant to subsections (c) through (h), the Employee shall have failed to cure such circumstances within 30 days of receipt of such notice. Upon the effectiveness of any termination for Cause by the Company, the Company shall have no further obligation under this Agreement and payment of all compensation to Employee under this Agreement shall cease immediately, except for any payment of compensation accrued but unpaid through the date of such termination for Cause. For purposes of this AgreementThe Employee acknowledges that his compensation may also be subject to any clawback provisions required by law, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties rule, regulation or company policy consistent with the Company any law, rule or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeregulation.

Termination for Cause. The Company may shall terminate this Agreement for CauseCause (as defined herein) by delivery of written notice to EXECUTIVE specifying the cause or causes relied upon for such termination. For purposes of this Agreement, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the ExecutiveIf EXECUTIVE’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event employment under this Agreement is terminated for Cause, by the Company will not have for Cause before the last day of any obligation calendar month, EXECUTIVE shall be entitled to provide any further payments or benefits receive as compensation for such calendar month, only the Base Salary set forth in Section 4.1 prorated to the Executive after the effective date of such terminationtermination on the basis of a 30-day calendar month. This Grounds for the Company to terminate this Agreement will not be deemed to have terminated for Cause unless a written determination specifying “Cause” shall include only the reasons for such termination is made, approved by a majority occurrence of any of the independent following events: 4.1.1 EXECUTIVE’s willful misconduct or gross negligence in the performance of his duties hereunder; 4.1.2 EXECUTIVE’s willful failure or refusal to perform in the usual manner at the usual time those duties which he regularly and disinterested members routinely performs in connection with the business of the Company or such other duties reasonably related to the capacity in which he is employed hereunder which may be assigned to him by the Board of Directors of the Company and delivered Company, if such failure or refusal has not been substantially cured to the Executive. Thereafter, satisfaction of the Executive will have the right for a period Board of Directors within thirty (30) days to request a Board after written notice of Directors meeting to be held at a mutually agreeable time and location to be attended such failure or refusal has been given by the members Company to EXECUTIVE; 4.1.3 EXECUTIVE’s performance of any action when specifically and reasonably instructed not to do so by the Board of Directors of the Company; 4.1.4 EXECUTIVE engaging or in person within any manner participating in any activity which is directly competitive with or intentionally injurious to the following thirty (30) days, at which meeting Company; 4.1.5 EXECUTIVE’s commission of any fraud against the Executive will have an opportunity Company or use or appropriation for his personal use or benefit of any funds or properties of the Company not authorized by the Board of Directors to be heardso used or appropriated; or 4.1.6 EXECUTIVE’s conviction of any crime involving moral turpitude. Failing such determination and opportunity for hearing, any termination For this purpose of this Agreement will definition, no act or failure to act by the EXECUTIVE shall be deemed considered “willful” or “grossly negligent” if the EXECUTIVE acted (or failed to have occurred without Causeact) in good faith with the reasonable belief that his actions or omission was in the Company’s best interest. Any notice of termination given pursuant to Section 5.1 shall effect termination as of the date specified in such notice, or in the event no such date is specified, on the last day of the month in which such notice is delivered.

Termination for Cause. The Company may terminate Employee’s employment under this Agreement for CauseCause at any time prior to the expiration of the Term. For purposes of this AgreementAs used herein, “Cause” meansshall mean: (ai) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Employee; provided, however, that after indictment, the Company may suspend Employee from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; (ii) a material breach by Employee of a fiduciary duty owed to the Company; (iii) a material breach by Employee of any of the covenants made by Employee in Section 2 hereof; (iv) the willful and continued failure or gross neglect by Employee of the Executive to perform substantially the Executivematerial duties required by this Agreement; (v) unsatisfactory performance of Employee’s duties or responsibilities as determined by the Company’s Board of Directors; provided that the Company has given Employee written notice specifying the unsatisfactory performance of his duties and responsibilities, which remains uncorrected by the Employee after the lapse of 30 days following the receipt of the written notice (vi) a material breach by the Employee of his duty not to engage in any transaction that represents, directly or indirectly, self-dealing with the Company or one of the any Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors Affiliates which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, been approved by a majority of the independent and disinterested members directors of the Company’s Board of Directors, if such material breach remains uncured after the lapse of 30 days following the date that the Company has given the Employee written notice thereof; (vii) any act of misappropriation, embezzlement, intentional fraud or similar contact involving the Company or any Company Affiliates; (viii) intentional infliction of any damage of a material nature to any property of the Company or any Company Affiliates; (ix) a violation of any Company policy pertaining to ethics, wrongdoing or conflicts of interest; and (x) the repeated non-prescription abuse of any controlled substance which, in any case described in this clause, the Company’s Board of Directors reasonably determines renders the Employee unfit to serve in his capacity as an officer or employee of the Company and delivered to or any Company Affiliates. In the Executive. Thereafterevent of Employee’s termination for Cause, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended this Agreement shall terminate without further obligation by the members Company, except for the payment of the Board of Directors any Accrued Obligations (as defined in person within the following thirty (30paragraph 1(f) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causebelow).

Termination for Cause. The Company may shall have the right to terminate Employee’s employment for “Cause” (as defined below) at any time, without prior notice. In the event of termination of Employee’s employment for Cause, all rights of Employee (and Employee’s dependents and legal representatives) under Sections 1, 2 and 3 of this Agreement for Causeshall cease as of the date of such termination. For purposes of this Agreement, termination for “Cause” means: by the Company is defined as follows: (a1) the willful and continued failure Employee is convicted of the Executive or pled guilty or nolo contendere to (i) a felony that is likely to impair Employee’s ability to perform substantially under this Agreement or otherwise have a significant adverse effect upon the Executive’s duties with Company, any of its affiliates, or any of their businesses or reputations, or (ii) a felony or misdemeanor which results in a term of incarceration in any correctional institution; (2) Employee commits or conspires to commit an act of dishonesty, theft, gross carelessness, or other misconduct against the Company or one any of its affiliates; (3) has engaged in the abuse of alcohol or any illegal drug or intoxicant, or distributed or conspired to distribute any such substance, or engaged in the abuse of any prescription drug, during working hours or at any facilities of the Company Entities or any of its affiliates; (other than a failure resulting from incapacity due 4) has committed or conspired to physical commit any act or mental illness), after a written demand for substantial performance is delivered series of acts that constitute unlawful harassment or discrimination based on an unlawful classification; (5) has committed or conspired to the Executive commit any act or series of acts without approval by the Company’s Board of Directors which specifically identifies would have a significant adverse effect on the manner Company, any of its affiliates, or any of their businesses or reputations; (6) has engaged in which a willful or grossly negligent failure to perform duties or services for the Board of Directors believes that the Executive Company; (7) has not substantially performed the Executive’s duties; improperly used or (b) the willful engaging by the Executive in illegal conductdisclosed, gross misconduct or a clearly established violation conspired to improperly use or disclose, confidential or proprietary information of the CompanyCompany or any of its affiliates; (8) has committed any act or omission that constitutes a material breach by Employee of any of Employee’s written policies obligations or agreements under this Agreement, but only after the Company has provided notice of such breach to Employee and proceduresEmployee fails or refuses to correct such breach within ten (10) days of such notice; provided, however, that no prior notice is required for any event set forth in each case which is materially and demonstrably injurious to the Company. For purposes conditions (1) through (7), inclusive, of this provision, an act or failure Section 6(a); or (9) fails to act, relocate to California on a permanent basis with the part intention of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive establishing residency in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive California within twelve (12) months after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causehereof.

Termination for Cause. The Company may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” means: (ai) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities subsidiaries (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (bii) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not shall have any only the obligation to provide any further payments or benefits pay (x) accrued but unpaid Base Compensation and (y) accrued but unpaid paid time off, including sick days, vacation days, and personal days, to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) daysperson, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company may terminate this Agreement the Executive's Employment hereunder for "Cause. ." For purposes of this Agreement, “the Company shall have "Cause” means: " to terminate the Executive's Employment hereunder upon the Executive’s: (ai) conviction for the commission of an act or acts constituting a felony or a misdemeanor involving moral turpitude under the laws of the United States or any state thereof; (ii) commission of fraud, embezzlement, gross negligence or malfeasance, as determined by a judicial body; (iii) willful and or continued failure of the Executive to substantially perform substantially the Executive’s his duties with the Company or one of the Company Entities as executive Vice President, Business Development (other than a any such failure resulting from the Executive's incapacity due to physical or mental illness), ) after a written demand for substantial performance is Notice has been delivered to the Executive by the Board of Directors Company, which Notice specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed his duties, and the Executive’s duties; or 's failure to substantially perform his duties is not cured within ten (b10) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation business days after notice of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious such failure has been given to the CompanyExecutive, if such material failure or refusal can be cured. For purposes of this provisionSection 8(c) (iii), an with the exception of acting or failing to act pursuant to Board of Director decisions, no act or failure to act, act on the Executive's part of the Executive, will not shall be considered “deemed "willful” " unless it is done, or omitted to be done, by the Executive in bad performs or fails to perform such acts absent good faith or and without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any 's act, or failure to act, based on authority given pursuant to was in the best interest of the Company; (iv) misrepresentation or concealment of a resolution duly adopted by material fact from the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be doneBoard, or omitted breach of duty of loyalty to be donethe Company; (v) material violation of a material provision of the Company's Code of Business Conduct and Ethics and Non-Disclosure and Non-Competition Agreement; (vi) breach of any material provision of this Agreement, where such breach has not been cured by the Executive within fifteen (15) days of his receipt of written Notice thereof from the Company; or (vii) willful or negligent act or omission which results in good faith and an assessment of a civil or criminal penalty against the Executive or the Company or its affiliates, which in the best interests reasonable judgment of the CompanyBoard could result in a material violation of any foreign or United States federal, state or local law or regulation having the force of law, or in the reasonable judgment of the Board is injurious to the Company or any of its affiliates. In the event this Agreement is terminated that the Company terminates the Executive’s Employment for Cause, the Company will Executive shall receive his unpaid Base Salary through the Date of Termination, the value of any SARS vested as of the Date of Termination, unpaid Accrued Amounts under Section 4(e) hereunder, as well as reimbursement for approved but unpaid business expenses through such date. All unvested SARS or other incentive awards shall terminate, and the Executive shall not have be entitled to any obligation to provide any further payments other amounts or benefits to from the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseCompany.

Termination for Cause. The Company Corporation may at any time upon written notice to Executive terminate this Agreement Executive's employment for Cause. For purposes of this Agreement, “the following shall constitute Cause” means: (a) the Executive's gross misconduct which is materially and demonstrably injurious to the Corporation; (b) the Executive's willful and continued failure of the Executive to perform substantially the Executive’s his duties with the Company or one of the Company Entities Corporation (other than a failure resulting from the Executive's incapacity due to bodily injury or physical or mental illness), ) after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed his duties and provides for a reasonable period of time within which the Executive’s dutiesExecutive may take corrective measures; or (bc) the willful Executive's conviction (including a plea of nolo contendere) of willfully engaging by the Executive in illegal conduct, gross misconduct conduct constituting a felony or a clearly established violation gross misdemeanor involving an intentional act of fraud, misrepresentation, theft, embezzlement or dishonesty under federal or state law (or comparable illegal conduct under the Company’s written policies and procedures, in each case laws of any foreign jurisdiction) which is materially and demonstrably injurious to the CompanyCorporation or which impairs the Executive's ability to perform substantially his duties with the Corporation. For purposes of this provision, an An act or failure to act, on the part of the Executive, act will not be considered “"gross" or "willful” unless it is " for this purpose only if done, or omitted to be done, by the Executive in bad faith or and without reasonable belief that the Executive’s action it was in, or omission was in not opposed to, the best interests of the CompanyCorporation. Any act, or failure to act, based on upon authority given pursuant to a resolution duly adopted by the Board or governing body of Directors the Corporation (or a committee thereof) or based on upon the advice of counsel for the Company Corporation will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the CompanyCorporation. In Executive's attention to matters not directly related to the event this Agreement is terminated business of the Corporation will not provide a basis for Causetermination for Cause so long as the Board did not expressly disapprove in writing of his engagement in such activities either before or within a reasonable period of time after the Board knew or could reasonably have known that the Executive engaged in those activities. Notwithstanding the foregoing, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will may not be deemed to have terminated for Cause unless and until there has been delivered to Executive a written determination specifying copy of a resolution duly adopted by the reasons for such termination is made, approved by a majority affirmative vote of not less than two-thirds of the independent and disinterested members entire membership of the Board of Directors of the Company and delivered to the (excluding such Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members meeting of the Board of Directors in person within the following thirty called and held for such purpose (30) days, at which meeting the after reasonable notice to such Executive will have and an opportunity for such Executive, together with his counsel, to be heard. Failing heard before the Board), finding that in the good faith opinion of the Board such determination Executive engaged in the conduct set forth in paragraphs (a), (b) or (c) above and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causespecifying the particulars thereof in detail."

Termination for Cause. The Company may terminate this Agreement for Cause. For purposes the engagement of Director if the Board of the Directors of the Company determines that Director has: (a) materially breached any provision hereof or habitually neglected the duties which Director was required to perform under any provision of this Agreement, “Cause” means: ; (ab) the willful and continued failure misappropriated funds or property of the Executive Company or otherwise engaged in acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude, even if not in connection with the performance of Director's duties hereunder, which could reasonably be expected to perform substantially result in serious prejudice to the Executive’s duties interests of the Company if Director were retained as a director; (c) secured any personal profit not completely disclosed to and approved by the Company in connection with any transaction entered into on behalf of or with the Company or one any affiliate of the Company; (d) died, or become and remained incapacitated (either physically, mentally or otherwise) for a period of ninety (90) consecutive days such that Director is not able to substantially perform Director's duties hereunder; or (e) failed to carry out and perform duties assigned to Director in accordance with the terms hereof in a manner acceptable to the Board of Directors of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors Director which specifically identifies the manner in which the Board of Directors believes that the Executive Director has not substantially performed the Executive’s Director's duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or and provided further that Director shall be given a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious reasonable opportunity to the Companycure such failure. For purposes of this provisionsection, an act no act, or failure to act, on the Director's part of the Executive, will not shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive him not in bad good faith or and without reasonable belief that the Executive’s his action or omission was in the best interests interest of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by Notwithstanding the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Causeforegoing, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will Director shall not be deemed to have been terminated for For Cause unless a written determination specifying under subsection (a) without (i) reasonable notice to the Director setting forth the reasons for such the Company's intention to Terminate For Cause, (ii) an opportunity for the Director, together with his counsel, to be heard before the Board of Directors, and (iii) delivery to the Director of a notice of termination is made, approved by a majority of the independent and disinterested members of from the Board of Directors of the Company and delivered to Company, finding that, in the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members good faith opinion of the Board of Directors Directors, the Director was guilty of conduct set forth above in person within clause (a) of the following thirty (30) days, at which meeting preceding sentence and specifying the Executive will have an opportunity to be heardparticulars thereof in detail. Failing such determination and opportunity for hearing, any In the event of termination of this Agreement will Director's engagement for cause, Director shall be deemed entitled to retain the Options for shares which have occurred without Causenot been previously purchased, compensation through the date of termination and reimbursement of expenses properly incurred but not yet reimbursed.

Termination for Cause. The Termination by the Company may terminate this Agreement of the Executive's employment for cause (hereinafter referred to as "Termination for Cause. For purposes of this Agreement), “Cause” means: shall mean termination upon (ai) the willful and continued failure of by the Executive to substantially perform substantially the Executive’s 's material duties with the Company or one of the Company Entities (other than a any such failure resulting from the Executive's incapacity due to physical or mental illness), illness or any such failure after the issuance by the Executive for Good Reason of a Notice of Termination (as the terms "Good Reason" and "Notice of Termination" are defined in this Agreement) after a written demand for substantial performance is delivered to the Executive by the Board of Directors Board, which demand specifically identifies the manner in which material duties that the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; performed, or (bii) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies conduct that is demonstrably and procedures, in each case which is materially and demonstrably injurious to the Company, monetarily or otherwise. For purposes of this provisionParagraph 6, an act no act, or failure to act, on the part of the Executive's part, will not shall be considered “deemed "willful” " unless it is done, or omitted to be done, by the Executive not in bad good faith or and without reasonable belief that the Executive’s 's action or omission was in the best interests interest of the Company. Any act, or failure (iii) the conviction of the Executive of a felony, limited solely for a crime related to act, based on authority given pursuant to a resolution duly adopted by the Board business operations of Directors or based on the advice of counsel for the Company will be conclusively presumed to be doneCompany, or omitted that results in the Executive being unable to be donesubstantially carry out his duties as set forth in this Agreement, or (iv) the commission of any act by the Executive against the Company that may be construed as the crime of embezzlement, larceny, and/or grand larceny. Any other provision in good faith and in this paragraph to the best interests of the Company. In the event this Agreement is terminated for Causecontrary notwithstanding, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will shall not be deemed to have been terminated for Termination for Cause unless and until the Board duly adopts a written determination specifying resolution by the reasons for such termination is made, approved by a majority affirmative vote of no less than three-quarters (3/4) of the independent and disinterested members entire membership of the Board, at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Board), finding that in the good faith opinion of the Company Board, the Executive was guilty of conduct described in Subparagraphs (i), (ii) or (iv) of this paragraph and specifying the particulars thereof in detail and a certified copy of such resolution is delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. If Employee’s employment is terminated by the Company for “Cause,” as defined below, the Company shall pay Employee only the balance of Employee’s accrued, but unpaid salary, unreimbursed expenses and unused, accrued vacation time through the termination date. The Company shall have the right to set off any amounts due to Employee by any amounts owed by Employee to the Company at the time Employee’s employment terminates, and Employee hereby authorizes the Company to make this setoff. Employee’s employment may terminate this Agreement be terminated for “Cause” at any time upon delivery of written notice to Employee. For purposes “Cause” means the occurrence of any of the following events: (i) any gross failure on the part of Employee (other than by reason of disability as provided in Section 4(b)) to faithfully and professionally carry out Employee’s duties or to comply with any other material provision of this Agreement, “Cause” means: (a) which failure continues after written notice thereof by the willful and continued failure of the Executive to perform substantially the Executive’s duties with Company, provided that the Company shall not be required to provide such notice in the event that such failure (A) is not susceptible to remedy or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered B) relates to the Executive by the Board same type of Directors acts or omissions as to which specifically identifies the manner in such notice has been given on a prior occasion; (ii) Employee’s dishonesty (which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; shall include, without limitation, any misuse or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation misappropriation of the Company’s written policies and proceduresassets), in each case which is materially and demonstrably injurious to the Company. For purposes of this provisionor other willful misconduct (including, an act or failure to actwithout limitation, any conduct on the part of Employee intended to or likely to injure the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests business of the Company. Any act); (iii) Employee’s conviction for any felony or for any other crime involving moral turpitude, whether or not relating to Employee’s employment; (iv) in accordance with applicable federal, state or local laws, Employee’s insobriety or use of illegal drugs, chemicals or controlled substances either (A) in the course of performing Employee’s duties and responsibilities under this Agreement, or (B) otherwise affecting the ability of Employee to perform the same; (v) Employee’s failure to act, based on authority given pursuant to comply with a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests lawful written direction of the Company; or (vi) any wanton and willful dereliction of duties by Employee. In The existence of any of the event this Agreement is terminated for Cause, foregoing events or conditions shall be determined by the Company will not have any obligation to provide any further payments or benefits to in the Executive after the effective date exercise of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeits reasonable judgment.

Termination for Cause. (a) The Company may terminate this Agreement the Executive’s employment for Cause. For the purposes of this Agreement, the Company shall have “Cause” means: to terminate employment hereunder only (ai) if termination shall have been the result of an act or acts of dishonesty by the Executive constituting a felony and resulting or intended to result directly or indirectly in substantial gain or personal enrichment to the Executive at the expense of the Company; or (ii) upon the willful and continued failure of by the Executive substantially to perform substantially the Executive’s his duties with the Company or one of the Company Entities (other than a any such failure resulting from incapacity due to mental or physical or mental illness), ) after a written demand in writing for substantial performance is delivered to the Executive by the Board of Directors Board, which demand specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed his duties, and such failure results in demonstrably material injury to the Company. The Executive’s duties; employment shall in no event be considered to have been terminated by the Company for Cause if such termination took place as the result of (i) bad judgment or negligence, or (bii) the willful engaging by any act or omission without intent of gaining therefrom directly or indirectly a profit to which the Executive was not legally entitled, or (iii) any act or omission believed in illegal conduct, gross misconduct good faith to have been in or a clearly established violation not opposed to the interest of the Company’s written policies and procedures, or (iv) any act or omission in respect of which a determination is made that the Executive met the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the By-Laws of the Company or the laws of the State of Delaware, in each case which is materially and demonstrably injurious to as in effect at the Company. For purposes time of this provision, an such act or failure to act, on the part of the Executive, will omission. The Executive shall not be considered “willful” deemed to have been terminated for Cause unless it is done, or omitted and until there shall have been delivered to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests him a copy of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of Directors or based on the advice of counsel Board called and held for the Company will be conclusively presumed purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be doneheard before the Board), or omitted to be done, by finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in good faith and in the best interests clauses (i) or (ii) of the Company. In first sentence of this paragraph and specifying the event this Agreement is particulars thereof in detail. (b) If the Executive’s employment shall be terminated for Cause, the Company will not shall pay the Executive his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have any obligation to provide any no further payments or benefits obligations to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of under this Agreement will be deemed to have occurred without CauseAgreement.

Termination for Cause. The Company Notwithstanding anything to the contrary contained in Section 16, the Company, with the approval of a majority of the Independent Directors, may terminate this Agreement effective upon 30 days’ prior written notice of termination (or, with respect to clauses (iv) through (vii) below, effective immediately upon written notice of termination) from the Company to the Manager, without payment of any Termination Fee or any accrued and unpaid Base Fee or Incentive Fee, if (i) the Manager materially breaches any provision of this Agreement and, if such breach is capable of being cured, such breach shall continue for Causea period of 30 days after written notice thereof specifying such breach and requesting that the same be remedied in such 30-day period, (ii) the Manager engages in any act of fraud, misappropriation of funds, or embezzlement against any Company Entity, other than an immaterial misapplication of funds that is promptly corrected, (iii) there is an event of any bad faith, willful misconduct or gross negligence on the part of the Manager in the performance of its duties under this Agreement that results in material harm to any Company Entity, (iv) there is a commencement of any voluntary proceeding relating to the Manager’s Bankruptcy or insolvency or an order for relief in an involuntary Bankruptcy case, (v) there is a dissolution of the Manager, (vi) the Manager is convicted of a felony (including a plea of nolo contendere) or (vii) there is a Manager Change of Control (provided that, in the case of (vii), any termination under this Section 18 must occur within 90 days after the date the Independent Directors receive written notice from the Manager of such Manager Change of Control, which Manager agrees to provide promptly). For purposes of this Agreement, “CauseManager Change of Control” means: (a) the willful and continued failure shall be deemed to have occurred if members of the Executive ▇▇▇▇ Group cease to perform substantially the Executive’s duties with the Company both (1) own, directly or one indirectly, at least 51% of the Company Entities Equity Interests in Manager or its successor hereunder and (other than a failure resulting from incapacity due to physical 2) Control Manager or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Companyits successor hereunder. For purposes of this provisionAgreement: (A) “Control” means the possession, an act directly or failure to actindirectly, on the part of the Executivepower to direct or cause the direction of the management, will not be considered “willful” unless it is donepolicies or activities of a Person, or omitted to be donewhether through ownership of voting securities, by the Executive in bad faith contract or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith otherwise; and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.B)

Termination for Cause. (a) In addition to any other rights or remedies provided by law or in this Agreement, the Company may terminate Executive's employment under this Agreement if: (i) Executive is convicted of, or enters a plea of guilty or nolo contendere (which plea is not withdrawn prior to its approval by the court) to, a felony offense and either Executive fails to perfect an appeal of such conviction prior to the expiration of the maximum period of time within which, under applicable law or rules of court, such appeal may be perfected or, if Executive does perfect such an appeal, his conviction of a felony offense is sustained on appeal; or (ii) the Company's Board of Directors determines, after due inquiry, based on convincing evidence, that Executive has: (A) committed fraud against, or embezzled or misappropriated funds or other assets of, the Company (or any subsidiary thereof); (B) violated, or caused the Company (or any subsidiary thereof) or any officer, employee or other agent thereof, or any other person to violate, any material law, regulation or ordinance or any material rule, regulation, policy or practice established by the Company's Board of Directors; (C) willfully, or because of gross or persistent negligence, (A) failed properly to perform his duties hereunder or (B) acted in a manner detrimental to, or adverse to the interests of, the Company; or (D) violated, or failed to perform or satisfy any material covenant, condition or obligation required to be performed or satisfied by Executive hereunder; and that, in the case of any violation or failure referred to in clause (B), (C) or (D) of this paragraph (ii) of Section 13(a), such violation or failure has caused, or is reasonably likely to cause, the Company to suffer or incur a substantial casualty, loss, penalty, expense or other liability or cost. (b) The Company may terminate this Agreement effect such termination for Cause. For purposes cause by giving Executive notice to such effect, setting forth in reasonable detail the factual basis for such termination, at least five days prior to the date of this Agreementtermination set forth therein; provided however that Executive may avoid such termination if Executive, “Cause” means: (a) prior to the willful and continued failure date of termination set forth in such notice, cures or explains to the reasonable satisfaction of the Company's Board of Directors the factual basis for termination set forth therein. (c) In making any determination pursuant to Section 13(a) as to the occurrence of any act or event described in clauses (A) to (D) of paragraph (ii) thereof (each, a "For Cause Event"), each of the following shall constitute convincing evidence of such occurrence: (i) if Executive is made a party to, or target of, any Proceeding arising under or relating to any For Cause Event, Executive's failure to defend against such Proceeding or to answer any complaint filed against him therein, or to deny any claim, charge, averment, or allegation thereof asserting or based upon the occurrence of a For Cause Event; (ii) any judgment, award, order, decree or other adjudication or ruling in any such Proceeding finding or based upon the occurrence of a For Cause Event (that is not reversed or vacated on appeal); or (iii) any settlement or compromise of, or consent decree issued in, any such Proceeding in which Executive expressly admits the occurrence of a For Cause Event; provided that none of the foregoing shall be dispositive or create an irrebuttable presumption of the occurrence of such For Cause Event; and provided further that the Company's Board of Directors may rely on any other factor or event as convincing evidence of the occurrence of a For Cause Event. (d) In determining and assessing the detrimental effect of any For Cause Event on the Company and whether such For Cause Event warrants the termination of Executive's employment hereunder, the Company's Board of Directors shall take the following factors, to the extent applicable and material, into account: (i) whether the Company's Board of Directors directed or authorized Executive to perform substantially the Executive’s duties with take, or to omit to take, any action involved in such For Cause Event, or approved, consented to or acquiesced in his taking or omitting to take such action; (ii) any award of damages, penalty or other sanction, remedy or relief granted or imposed in any Proceeding based upon or relating to such For Cause Event, and whether such sanction, remedy or relief is sufficient to recompense the Company or one any other injured person, or to prevent or to deter the recurrence of the Company Entities such For Cause Event; (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes iii) whether any lesser sanction would be appropriate and effective; and (iv) any adverse effect that the Executive has not substantially performed the loss of Executive’s duties; 's services would have, or (b) the willful engaging by the Executive in illegal conductbe reasonably likely to have, gross misconduct or a clearly established violation of upon the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” means: upon the determination by the Company that “Cause” exists to terminate Executive’s employment. “Cause” means (ai) Executive’s gross negligence, willful misconduct, or willful neglect in the willful and continued failure performance of the material duties and services of Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness)hereunder, after a written demand uncorrected for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days following the Company’s written notice to request Executive of need to cure such performance; (ii) Executive’s final conviction of a Board felony by a trial court; (iii) any criminal indictment of Directors meeting Executive relating to be held at an event or occurrence for which Executive was directly responsible which, in the business judgment of a mutually agreeable time and location to be attended by the members majority of the Board Company’s board of Directors in person within directors, exposes the following thirty Company to ridicule, shame or business or financial risk; or (30iv) days, at which meeting the a material breach by Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, of any termination material provision of this Agreement will which remains uncorrected for 30 days following the Company’s written notice to Executive of such breach. If the Company terminates Executive’s employment for Cause, Executive shall be deemed entitled only to Executive’s pro rata salary through the date of such termination, and all future compensation and benefits, other than benefits to which Executive is entitled under the terms of the Company’s compensation and/or benefit plans, shall cease. In the case of a termination for Cause under subpart (i) above, (a) all stock options previously granted by the Company to Executive that are vested on the date of termination for Cause shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock option awards, remain outstanding and continue to be exercisable for a period of 90 days following the date of termination for Cause, (b) all stock options previously granted by the Company to Executive that are not vested on the date of termination for Cause shall terminate immediately and (c) all restricted stock, restricted stock units and other awards that have occurred without Causenot vested prior to the date of termination for Cause shall be cancelled to the extent not then vested. In the case of a termination for Cause under subparts (ii), (iii) or (iv) above, (y) all stock options previously granted by the Company to Executive (whether or not vested) shall terminate immediately and (z) all restricted stock, restricted stock units and other awards that have not vested prior to the date of termination for Cause shall be cancelled to the extent not then vested.

Termination for Cause. The Company Bank may terminate the Executive’s employment for “Cause” at any time. The Executive shall have no right to receive compensation or other benefits, other than the Accrued Obligations, for any period after a termination for “Cause.” For purposes of Agreement, “Cause” shall be deemed to exist if the Executive: (i) has engaged in any willful act or omission that, in the judgment of the Board of Directors has caused or will likely cause substantial economic damage to the Bank or the Company or substantial injury to the business reputation of the Bank or the Company; or (ii) has engaged in an act or acts of dishonesty or fraud intended to result in enrichment or advantage to the Executive or a third party at the expense of the Bank or through the use of the Bank’s assets (including proprietary or confidential information); or (iii) has engaged in the willful failure (other than due to substantiated physical or mental incapacity) to carry out the Executive’s duties and responsibilities to the Bank, including any reasonable directions from the Board or Directors, within the standards of performance which could reasonably be expected of an executive working for a banking institution or bank holding company in a similar position, if the willful failure continues for ninety (90) days or more after written notice of the failure is provided to the Executive by the Bank; or (iv) has willfully failed or refused (A) to comply with any material term or provision of this Agreement Agreement, (B) to adhere to the material terms of any employment-related policies or procedures as have been or may be established by the Bank, or (C) to execute and comply with the material terms of any instruments as may reasonably be requested by the Bank consistent with the foregoing clauses (A) and (B), including, without limitation, the Bank’s rules and policies with respect to conduct and ethics; or (v) has been convicted or enters a plea of guilty or nolo contendere or enters into a pretrial diversion program or similar program relating to a felony or any crime involving moral turpitude; or (vi) is subject to an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive's employment with the Bank, unless the Executive has appealed that order and the appeal is pending; or (vii) abuses alcohol or any controlled substance in a manner that materially negatively affects the Executive’s performance or abilities at the Bank, whether or not such activity constitutes a crime; or (viii) is prohibited from employment with an FDIC-insured institution under applicable federal law or by order of any bank-regulatory agency. Notwithstanding the foregoing, Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors at a meeting of the Board of Directors called and held for Causethe purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board of Directors), finding that in the good faith opinion of the Board of Directors the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board of Directors is to make a final determination whether Cause exists, if the Board of Directors determines in good faith at a meeting of the Board of Directors, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board of Directors may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed twenty-one (21) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board of Directors. For purposes of this Agreementsubparagraph, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an no act or failure to act, act on the Executive’s part of the Executive, will not shall be considered “willful” unless it is done, or omitted to be done, by the Executive his/her not in bad good faith or without reasonable belief that the Executive’s his/her action or omission was in the best interests interest of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseBank.

Termination for Cause. The Company may immediately terminate the employment of the Employee and this Agreement for Cause, and such termination shall be effective as of the time of notice of the same. For purposes of this Agreement, “"Cause” means: " means (a) conviction of any felony by the willful and continued failure Employee affecting the Company and/or Parent or any other subsidiary of the Executive Parent or any crime involving fraud; (b) action taken by the Employee intentionally to perform substantially materially harm the Executive’s duties with Company and/or Parent; (c) embezzlement of funds of the Company or one its affiliates (including, without limitation, the Parent) by the Employee; (d) falsification of records or reports of Company and/or Parent or any other subsidiary of the Company Entities Parent, by the Employee; (e) ownership by the Employee, direct or indirect, of an interest in a person or entity (other than a failure resulting from incapacity due to physical minority interest in a publicly traded company) in competition with the products or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation services of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act Company and/or Parent or failure to act, on the part any other subsidiary of the ExecutiveParent, will not be considered “willful” unless it is done, including those products or omitted to be done, by the Executive services contemplated in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly plan adopted by the Board or its subsidiaries; (f) (i) any material breach of Directors the Employee's fiduciary duties or based on the advice duties of counsel for care to the Company will be conclusively presumed (except for conduct taken in good faith) or (ii) a continuing material breach or material default (including, without limitation, any material dereliction of duty) by Employee of the terms of this Agreement which, in either case, to be donethe extent such breach is curable, has not been cured by Employee within fifteen (15) days after its receipt of notice thereof from Company containing a description of the breach or omitted breaches alleged to be donehave occurred; (g) any material breach of the Proprietary Information, Assignment of Inventions and Non-Competition Agreement attached as Exhibit B by the Executive in good faith Employee; and in (i) any other act or omission that constitutes "cause" under the best interests laws of the CompanyState of Israel. In the event this Agreement is terminated of termination for Cause, the Company Employee’s entitlement to severance pay will not have any obligation be subject to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority Sections 16 and 17 of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseSeverance Law.

Termination for Cause. The Company may terminate this Agreement for Cause. For purposes During the terms of this Employment Agreement, “the Executive's employment may be terminated immediately, with or without written or oral notice, by the Company for "Cause” means" (as hereinafter defined). If the Executive's employment with the Company is terminated for "Cause" all compensation described in paragraphs 3.1 through 3.3 of this Employment Agreement will terminate as of the date of such termination of employment. Termination for "Cause" is limited to the following grounds: (a) the i)misappropriation of funds, embezzlement, or willful and continued material damage of or to any material property of the Company, or defrauding or attempting to defraud the Company; (ii) conviction of any crime (whether or not involving the Company) which constitutes a felony in the jurisdiction involved; (iii) malfeasance or non-feasance in the performance by the Executive of his duties hereunder; (iv) failure of or refusal by the Executive to perform substantially the Executive’s his duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority Company and in accordance with the directions given pursuant to a resolution duly adopted by the Board Board, the chairman of Directors the board or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests president of the Company. In ; or (v) a material breach by the event Executive, in the sole opinion of the Company, or any of the provisions of this Agreement is terminated for CauseEmployment Agreement; which breach continues after notice of the breach, either oral or written, from the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, Upon termination of the Executive for "Cause", theCompany will have pay the right Executive's salary and other benefits, including reimburse the Executive for a period authorized expenses incurred, through the date of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members termination of the Board of Directors in person within Executive's employment. The Executive acknowledges and agrees that the following thirty (30) days, at which meeting foregoing will be the Company's only obligations and total liability to the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without the Executive's employment for "Cause".

Termination for Cause. The If, during the Employment Period, the Company terminates the Executive's employment with the Company for Cause (as defined below), or the Executive resigns after engaging in conduct that constitutes Cause, the Company shall pay to the Executive the following: (i) the Executive's unpaid Annual Salary that has been earned through the termination date of the Executive's employment; (ii) any accrued expenses pursuant to Section 5 above, (iii) the employee benefits, if any, to which the Executive may terminate this Agreement for Causebe entitled under the terms of the Company's employee benefit plans and (iv) any other payments as may be required under applicable law (collectively the "Accrued Obligations"). For purposes of this Agreement, “"Cause” means" shall mean that the Executive has engaged in any one of the following: (a) a material breach of this Agreement or the Company's Key Employee Covenants attached hereto as Exhibit A, which breach is not cured within any applicable cure period set forth in this Agreement or the Key Employee Covenants; and (b) any willful and continued failure of violation by the Executive of any material law or regulation applicable to perform substantially the Executive’s duties with business of the Company or one any of the Company Entities its Subsidiaries; (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed c) the Executive’s duties's conviction of, or a plea of guilty or nolo contendere to, a felony or any willful perpetration of common law fraud; or (bd) the any other willful engaging misconduct by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which that is materially and demonstrably injurious to the Companyfinancial condition or business reputation of, or is otherwise materially injurious to, the Company or any of its Subsidiaries. For purposes of this provisionthe foregoing, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is donein determining whether a "material breach" has occurred, or omitted to whether there has been a willful violation of a "material" law or regulation, the standard shall be done, by the Executive in bad faith a breach or without reasonable belief violation that the Executive’s action or omission was in the best interests of the Company. Any actis, or failure will reasonably likely be, materially injurious to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors financial condition or based on the advice of counsel for the Company will be conclusively presumed to be donebusiness reputation of, or omitted to be doneis, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Causeor will reasonably likely be, otherwise materially injurious to, the Company will not have or any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeits Subsidiaries.

Termination for Cause. The Company may shall have the right to terminate this Agreement Executive’s employment hereunder for Cause. For purposes of this Agreementhereof, “Cause” meansshall be defined as the Board’s good faith determination that the Executive has: (ai) been convicted of or entered a plea of nolo contendere with respect to a criminal offense constituting a felony; (ii) committed one or more acts or omissions constituting fraud, embezzlement or breach of a fiduciary duty to the Company; (iii) committed one or more acts constituting gross negligence or willful and continued failure misconduct; (iv) habitually abused alcohol or any controlled substance or reported to work under the influence of the Executive to perform substantially the Executive’s duties with the Company alcohol or one of the Company Entities any controlled substance (other than a failure resulting from incapacity due to physical or mental illnesscontrolled substance which Executive is properly taking under a current prescription), after (v) engaged in harassment of any employee or customer of the Company in violation of Company policy; (vii) committed a written demand for substantial performance is delivered material violation of any Company policy; (viii) been insubordinate or dishonest; (ix) engaged in self-dealing or in any act constituting a conflict of interest; (ix) exposed the Company to criminal liability through negligence or wrongdoing of any kind; (x) disclosed the Executive by the Board Company’s confidential information in violation of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s dutieshis obligations under this Agreement; or (bxi) failed, after written warning specifying in reasonable detail the willful engaging breach(es) complained of, to substantially perform his duties under this Agreement. Notwithstanding the foregoing in the event of a Change of Control, a termination by the Company of the Executive for any reason during the twelve (12) month period immediately following the Change of Control, other than an intentional and malicious act or omission that is reasonably likely to result in illegal conduct, gross misconduct material injury to the business or a clearly established violation reputation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not shall be deemed to have terminated be a termination without Cause for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of all purposes under this Agreement will be deemed to have occurred without CauseAgreement.

Termination for Cause. The Immediately following notice of termination for “Cause” (as defined below), specifying such Cause, given by the Company may terminate (termination pursuant to this Agreement Section 6.4 being referred to herein as termination for “Cause”). For purposes of this AgreementAs used herein, “Cause” means: means (ai) termination based on Executive’s conviction or plea of “guilty” or “no contest” to any crime constituting a felony in the jurisdiction in which the crime constituting a felony is committed (other than one involving Limited Vicarious Liability), any crime involving moral turpitude (whether or not a felony), or any other violation of criminal law involving dishonesty or willful and continued misconduct that materially injures the Company (whether or not a felony); (ii) Executive’s substance abuse that in any manner interferes with the performance of his duties; (iii) Executive’s failure of the Executive to perform substantially the Executive’s responsibilities, functions and duties attached to the position with the Company or one a refusal to perform his duties at all or in a reasonably acceptable manner; (iv) Executive’s failure to follow the lawful and proper directives of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies that are within the manner in which the Board scope of Directors believes that the Executive has not substantially performed the Executive’s duties; or (bv) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the CompanyExecutive’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes material breach of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the CompanyAgreement. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board determination of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved shall be made by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of after having first given thirty (30) days written notice to request a Board Executive of Directors meeting to be held at a mutually agreeable time such determination, and location to be attended by afforded Executive the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heardheard by the full Board of Directors. Failing such determination and opportunity for hearingNotwithstanding any other provision in this Agreement, any termination if Executive is terminated pursuant to subsection (iii) of this Agreement will be deemed Section 6.4 for poor job performance, excluding refusal to perform his duties, Executive shall have occurred without Causesixty (60) days to cure the behavior upon which the threatened termination is based. For the purpose of this provision, the term “Limited Vicarious Liability” shall mean any liability which is based on acts of Company for which Executive is responsible solely as a result of his office(s) with Company; provided that (A) he was not directly involved in such acts and either had no prior knowledge of such intended actions or, upon obtaining such knowledge, promptly acted reasonably and in good faith to attempt to prevent the acts causing such liability or (B) after consulting with Company's counsel, he reasonably believed that no law was being violated by such acts.

Termination for Cause. The In the event that employment hereunder is terminated by the Company may terminate this Agreement for Cause, the Executive shall not be entitled to receive compensation or other benefits for any period after such termination, except as provided by law. For purposes of this Agreement, The phrase “Cause” means: as used herein, shall exist when there has been a good faith determination by the Company, as communicated to Executive by the Board of Directors, that there shall have occurred one or more of the following events with respect to the Executive: (ai) the conviction of the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful and continued commission by the Executive of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the Company or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful failure of the Executive to perform substantially his duties to the Company or Bank (other than any such failure resulting from the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical Disability) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive; or (v) an order of a federal or mental illness)state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive’s employment by the Company. Notwithstanding the foregoing, after a written demand for substantial performance is Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of Directors which specifically identifies the manner Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Cause exists, if the Board determines in good faith at a meeting of Directors believes the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive has not substantially performed was guilty of conduct constituting Cause as described above, the Executive’s duties; or (b) the willful engaging by Board may suspend the Executive in illegal conduct, gross misconduct or from his duties hereunder for a clearly established violation reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Company’s written policies and procedures, in each case which is materially and demonstrably injurious Executive shall be given the opportunity to be heard before the CompanyBoard. For purposes of this provisionsubparagraph, an no act or failure to act, on the Executive’s part of the Executive, will not shall be considered “willful” unless it is done, or omitted to be done, by the Executive him not in bad good faith or without reasonable belief that the Executive’s his action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors interest of the Company and delivered the Bank. Upon a finding of Cause, the Board shall deliver to the Executive. ThereafterExecutive a Notice of Termination, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors as more fully described in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseSection 9 below.

Termination for Cause. The Company may terminate this Agreement the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” meansshall mean the occurrence of one or more of the following events: (ai) the willful and continued failure of the Executive to perform substantially the Executive’s willful failure or refusal to perform his material duties to the Company or its affiliates, (ii) the Executive’s willful disregard of any lawful instructions of the Board that are consistent with the Company’s By-laws and the Executive’s positions with the Company or one of the Company Entities its affiliates, (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed iii) the Executive’s duties; willful misconduct or gross negligence in the performance of his material duties to the Company, (biv) the willful engaging Executive’s conviction of, or plea of nolo contendere to, a felony or other crime involving moral turpitude, (v) the commission by the Executive in illegal conductof a willful act of fraud or material dishonesty with respect to any material matter involving the Company, gross misconduct its affiliates or a clearly established violation any of the Company’s written policies and procedurescustomers or clients, (vi) the Executive fails or refuses to meaningfully cooperate with any internal or external investigation involving the Company or its affiliates or their business, without good cause, or (vii) any government regulatory agency recommends or orders, in each either case in writing, that the Company of the Bank terminate the employment of Executive or relieve him of his duties (other than solely as a result of any future legislation, regulations or judicial decision which makes Executive ineligible to hold certain offices at both the Company and the Bank). Notwithstanding the foregoing, in no event shall the Executive’s employment be considered to have been terminated for “Cause” unless and until the Executive receives a copy of a resolution adopted by the Board finding that, in the good faith opinion of the Board, the Executive is materially guilty of acts or omissions constituting Cause, which resolution has been duly adopted by an affirmative vote of a majority of the Board. Any such vote shall be taken at a meeting of the Board called and demonstrably injurious held for such purpose, after reasonable written notice is provided to the Company. For purposes Executive setting forth in reasonable detail the facts and circumstances claimed to provide a basis of termination for Cause and specifically referencing applicable provision(s) of this provisionSection 6(a), and the Executive is given an act or failure opportunity, together with counsel, to act, on be heard before the part Board. In the case of the first occurrence of any of the above enumerated “Cause” events, the Executive shall have the opportunity to cure, if curable, any such acts or omissions within 15 days following the Executive’s receipt of such resolution. Where used in this Section 6(a), will not be considered the term “willful” unless it is done, shall require that the action or omitted to be done, by the Executive omission was done in bad faith or and without reasonable belief that the Executive’s such action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company This Agreement may terminate this Agreement be terminated for CauseCause as hereinafter defined. For purposes of this Agreement, “Cause” meansshall mean: (ai) the Executive’s death; (ii) the Executive’s Permanent Disability, which shall mean the Executive’s inability, as a result of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by the Executive of any applicable material law or regulation respecting the business of the Employer; (iv) the Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer or any one of its Subsidiaries; (v) the willful and continued or negligent failure of the Executive to perform substantially his duties hereunder in any material respect; (vi) the Executive engages in one or more violations of Employer’s policies or procedures or directives of the Board and that have a material financial adverse effect on the Employer or any one of its Subsidiaries; or (vii) the Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the “FDIA”), or any other applicable state or federal law. The Executive shall be entitled to at least thirty (30) days’ prior written notice of the Employer’s intention to terminate his employment for any cause (except the Executive’s duties with death) specifying the Company or one of the Company Entities (other than grounds for such termination and shall be provided a failure resulting from incapacity due reasonable opportunity to physical or mental illness), after a written demand for substantial performance is delivered present to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious his position regarding any dispute relating to the Company. For purposes existence of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Companysuch cause. In the event this Agreement is terminated of a dispute regarding the Executive’s Permanent Disability, each of the Executive and the Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of the Executive’s employment with the Employer for Cause, the Company will not have any obligation Executive shall be entitled to provide any further receive from the Employer only such payments or benefits as are due and owing to the Executive after as of the effective date of such termination. This Agreement will not be deemed to have If the Executive’s employment is terminated for Cause unless a written determination specifying pursuant to this Section, then the reasons for Employer shall only be required to pay the Executive such Base Salary as shall have accrued through the effective date of such termination is made, approved by a majority and neither the Employer nor any of the independent and disinterested members of the Board of Directors of the Company and delivered its Subsidiaries shall have any further obligations to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company may terminate Executive's employment pursuant to the terms of this Agreement at any time for Causecause by giving written notice of termination. Such termination will become effective upon the giving of such notice. Upon any such termination for cause, Executive shall have no right to compensation, bonus or reimbursement under Section 5, 6 or 8, or to participate in any employee benefit programs under Section 7, including the severance package provided for in Section 7.05, except as provided by law, for any subsequent to the effective date of termination. For purposes of this AgreementSection 9.02, “Cause” means"cause" shall mean: (ai) Executive is convicted of a felony which is directly related to Executive's employment or the willful and continued business of Company or could otherwise reasonably be expected to have a material adverse effect on Company's business, prospects or future stock price which price should be measured over a period of at least six months. Felonies involving the driving of motor vehicles shall not be grounds for termination; (ii) Executive, in carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or intentional misconduct resulting in either case in direct material harm to Company; (iii) Executive is found in a civil action to have breached his fiduciary duty to Company resulting in direct profit to him; (iv) Executive is found in a civil action to have materially breached any provision of Section 10 or Section 11; (v) Executive’s repeated refusal (other than any failure to perform arising from a physical or mental disability) to act in accordance with the reasonable directions of the Company’s Board directing Executive to perform substantially the services consistent with Executive’s duties with the Company or one status as an officer of the Company Entities Company, which refusal is not cured by Executive within twenty (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board 20) days of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or receipt of written notice thereof from Company (b) the willful engaging by the Executive in illegal conductprovided, gross misconduct or a clearly established violation of the Company’s written policies and procedureshowever, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will that if such breach cannot be considered cured within twenty (20) days and Executive commences the cure thereof and diligently pursues the same, such failure shall not constitute “willfulcause” unless it such breach is done, or omitted to be done, by the Executive not cured in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of its entirety within thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members Executive’s receipt of the Board written notice of Directors in person within breach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the following thirty effective performance of his duties; and (30vii) days, at Executive’s material breach of any obligations of Executive which meeting remains uncured for more than twenty (20) days after written notice thereof by Company to Executive. Executive's failure to comply with the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination requirements of Section 10 of this Agreement will be deemed to shall constitute a material breach of this Agreement. The term "found in a civil action" shall not apply until all appeals permissible under the applicable rules of procedure or statute have occurred without Causebeen determined and no further appeals are permissible.

Termination for Cause. The Company may Notwithstanding any other provision of the Plan to the contrary, if the Optionee’s Service is terminated for Cause or if, following the Optionee’s termination of Service and during any period in which the Option otherwise would remain exercisable, the Optionee engages in any act that would constitute Cause, the Option shall terminate this Agreement for Causein its entirety and cease to be exercisable immediately upon such termination of Service or act. For purposes Cause means, unless such term or an equivalent term is otherwise defined with respect to an Award by a written contract of this Agreementemployment or service, “Cause” meansany of the following: (ai) the Optionee’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Company documents or records; (ii) the Optionee’s material failure to abide by the Company’s code of conduct or other policies (including, without limitation, policies relating to confidentiality and continued failure reasonable workplace conduct); (iii) the Optionee’s unauthorized use, misappropriation, destruction or diversion of the Executive to perform substantially the Executive’s duties with the Company any tangible or one intangible asset or corporate opportunity of the Company Entities (other than a failure resulting from incapacity due to physical including, without limitation, the Optionees improper use or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation disclosure of the Company’s confidential or proprietary information); (iv) any intentional act by the Optionee which has a material detrimental effect on the Company’s reputation or business; (v) the Optionee’s repeated failure or inability to perform any reasonable assigned duties after written policies notice from the Company of, and proceduresa reasonable opportunity to cure, in each case such failure or inability; (vi) any material breach by the Optionee of any employment, service, non-disclosure, non-competition, non-solicitation or other similar agreement between the Optionee and the Company, which breach is materially and demonstrably injurious not cured pursuant to the Company. For purposes terms of this provisionsuch agreement; or (vii) the Optionee’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, an act dishonesty, misappropriation or failure to act, on the part of the Executive, will not be considered “willful” unless it is donemoral turpitude, or omitted which impairs the Optionee’s ability to be done, by the Executive in bad faith perform his or without reasonable belief that the Executive’s action or omission was in the best interests of her duties with the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.

Termination for Cause. The Company Employer may terminate Employee’s employment under this Agreement for Cause. For As used in this Agreement, the term “Cause” shall mean the occurrence of any of (i) Employee’s engagement in (A) willful misconduct resulting in material harm to Mednax or Employer, or (B) gross negligence; (ii) Employee’s conviction of, or pleading nolo contendere to, a felony or any other crime involving fraud, financial misconduct, or misappropriation of Employer’s assets; (iii) Employee’s willful and continual failure, after written notice from Employee’s Supervisor or the Board to (A) perform substantially his employment duties consistent with his position and authority, or (B) follow, consistent with Employee’s position, duties, and authorities, the reasonable lawful mandates of Employee’s Supervisor or the Board; (iv) Employee’s failure or refusal to comply with a reasonable policy, standard or regulation of Employer in any material respect, including but not limited to Employer’s sexual harassment, other unlawful harassment, workplace discrimination or substance abuse policies; or (v) Employee’s breach of Section 8.4 of this Agreement. No act or omission shall be deemed willful or grossly negligent for purposes of this Agreement, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, definition if taken or omitted to be done, taken by the Executive Employee in bad a good faith or without reasonable belief that the Executive’s action such act or omission to act was in the best interests of Employer or Mednax or if done at the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members express direction of the Board of Directors of Mednax. The termination date for a termination of Employee’s employment under this Agreement pursuant to this Section 4.1 shall be the Company date specified by Employer in a written notice to Employee of finding of Cause, which may not be retroactive. Upon termination of Employee’s employment under this Agreement pursuant to Section 4.1, Employee shall be entitled to compensation in accordance with and delivered to the Executive. Thereaftersubject to, the Executive will have the right for a period provisions of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseSection 5.1 hereof.

Termination for Cause. The Company may (i) CBS Outdoor may, at its option, terminate your employment under this Agreement for CauseCause at any time during the Term. For purposes of this Agreement, “Cause” meansshall mean: (aA) the embezzlement, fraud or other conduct which would constitute a felony or a misdemeanor involving fraud or perjury; (B) willful and continued unauthorized disclosure of Confidential Information; (C) your failure of the Executive to perform substantially the Executive’s duties obey a material lawful directive that is appropriate to your position from an executive(s) with authority to give you such directive; (D) your failure to comply with the Company or one written policies of CBS Outdoor, including the Company Entities CBS Business Conduct Statement and/or any CBS Outdoor conduct statement as they apply from time to time; (E) your material breach of this Agreement (which, for avoidance of doubt, shall include a material breach of your obligations as set forth in paragraphs 1(b) and (c) of this Agreement); (F) during the Term, your terminating your employment without Good Reason other than a failure resulting from incapacity due to physical your death or mental illnessDisability or pursuant to and in accordance with paragraph 7(c); (G) your willful failure or willful refusal after being given written notice (except in the event of your Disability) to substantially perform your material duties and responsibilities as set forth in paragraph 2 of this Agreement; (H) your willful failure to cooperate with a bona fide internal investigation or investigation by regulatory or law enforcement authorities or the destruction or failure to preserve documents or other material reasonably likely to be relevant to such an investigation, after a written demand for substantial performance or the inducement of others to fail to cooperate or to destroy or fail to produce documents or other material; (I) conduct by you which is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s dutiesconsidered an offense involving moral turpitude under federal, state or local laws; or (bJ) the willful engaging misconduct by the Executive in illegal conductyou that brings you to public disrepute or scandal that does, gross misconduct or a clearly established violation of the Companyis likely to do, significant harm to CBS Outdoor’s written policies businesses or those who conduct business with CBS Outdoor, CBS and procedures, in each case which is materially and demonstrably injurious to the Companytheir respective Affiliated Companies. For purposes of this provisionAgreement, an act no act, or failure to act, on the your part of the Executive, will not shall be considered deemed “willful” unless it is done, or omitted to be done, by the Executive you not in bad good faith or and without reasonable belief that the Executive’s your action or omission was in in, or not opposed to, the best interests interest of CBS Outdoor. After completion of the Company. Any actIPO, or failure prior to act, based on authority given pursuant to a resolution duly adopted by the Board termination of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated your employment for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will you shall have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heardheard before the CBS Outdoor Board of Directors. Failing ▇▇▇▇▇▇ Male September 6, 2013 In addition, CBS Outdoor will give you written notice of termination regarding any alleged act, failure or breach in reasonable detail and, except in the case of clause (A), (B) or (F) or any other conduct, failure, breach or refusal which, by its nature, CBS Outdoor determines cannot reasonably be expected to be cured, the conduct required to cure. Except for conduct described in clause (A), (B) or (F) or any other conduct, failure, breach or refusal which, by its nature, CBS Outdoor determines cannot reasonably be expected to be cured, you shall have ten (10) business days from the giving of such determination and opportunity for hearingnotice within which to cure any conduct, any termination failure, breach or refusal under clause (C), (D), (E), (G), (H), (I) or (J) of this Agreement will be deemed paragraph 7(a)(i); provided, however, that if CBS Outdoor reasonably expects irreparable injury from a delay of ten (10) business days, CBS Outdoor may give you notice of such shorter period within which to have occurred without Causecure as is reasonable under the circumstances.

Termination for Cause. (a) In addition to any other rights or remedies provided by law or in this Agreement, the Company may terminate Executive’s employment under this Agreement if: (i) Executive is convicted of, or enters a plea of guilty or nolo contendere (which plea is not withdrawn prior to its approval by the court) to, a felony offense or the commission of a fraud against, or embezzlement or misappropriation of funds or other assets of, the Company (or any subsidiary thereof) and either Executive fails to perfect an appeal of such conviction prior to the expiration of the maximum period of time within which, under applicable law or rules of court, such appeal may be perfected or, if Executive does perfect such an appeal, his conviction of such as offense is sustained on appeal; or (ii) the Company’s Board of Directors determines, after due inquiry, based on convincing evidence, that Executive has: (A) violated, or caused the Company (or any subsidiary thereof) or any officer, employee or other agent thereof, or any other person to violate, any material law, regulation or ordinance or any material rule, regulation, policy or practice established by the Company’s Board of Directors; (B) willfully, or because of gross or persistent negligence, (x) failed properly to perform his duties hereunder or (y) acted in a manner detrimental to, or adverse to the interests of, the Company; or (C) violated, or failed to perform or satisfy any material covenant, condition or obligation required to be performed or satisfied by Executive hereunder; and that, in the case of any violation or failure referred to in clause (A), (B) or (C) of this paragraph (ii) of Section 13(a), such violation or failure has caused, or is reasonably likely to cause, the Company to suffer or incur a substantial casualty, loss, penalty, expense or other liability or cost. (b) The Company may terminate this Agreement effect such termination for Cause. For purposes of this Agreementcause by giving Executive notice to such effect, “Cause” means: (a) setting forth in reasonable detail the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand factual basis for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of at least thirty (30) days prior to request a the date of termination set forth therein; provided, however, that Executive may avoid such termination if Executive, prior to the date of termination set forth in such notice, explains to the reasonable satisfaction of the Company’s Board of Directors meeting to be held at a mutually agreeable time and location to be attended why the facts relied upon by the members Company in terminating Executive’s employment do not constitute a For Cause Event (as defined below) or that Executive has ceased any such claimed violation and/or cured any such failure to perform within such 20 day period. (c) In making any determination pursuant to Section 13(a) as to the occurrence of any act or event described in clauses (A) to (C) of paragraph (ii) thereof (each, a “For Cause Event”), each of the following shall constitute convincing evidence of such occurrence: (i) if Executive is made a party to, or target of, any Proceeding arising under or relating to any For Cause Event, Executive’s failure to defend against such Proceeding or to answer any complaint filed against him therein, or to deny any claim, charge, averment, or allegation thereof asserting or based upon the occurrence of a For Cause Event; (ii) any judgment, award, order, decree or other adjudication or ruling in any such Proceeding finding or based upon the occurrence of a For Cause Event; or (iii) any settlement or compromise of, or consent decree issued in, any such Proceeding in which Executive expressly admits the occurrence of a For Cause Event; provided that none of the foregoing shall be dispositive or create an irrebuttable presumption of the occurrence of such For Cause Event; and provided further that the Company’s Board of Directors in person within may rely on any other factor or event as convincing evidence of the occurrence of a For Cause Event. (d) In determining and assessing the detrimental effect of any For Cause Event on the Company and whether such For Cause Event warrants the termination of Executive’s employment hereunder, the Company’s Board of Directors shall take the following thirty factors, to the extent applicable and material, into account: (30i) dayswhether the Company’s Board of Directors directed or authorized Executive to take, at which meeting the Executive will have an opportunity or to be heard. Failing such determination and opportunity for hearingomit to take, any termination action involved in such For Cause Event, or approved, consented to or acquiesced in his taking or omitting to take such action; (ii) any award of this Agreement will damages, penalty or other sanction, remedy or relief granted or imposed in any Proceeding based upon or relating to such For Cause Event, and whether such sanction, remedy or relief is sufficient to recompense the Company or any other injured person, or to prevent or to deter the recurrence of such For Cause Event; (iii) whether any lesser sanction would be deemed appropriate and effective; and (iv) any adverse effect that the loss of Executive’s services would have, or be reasonably likely to have occurred without Causehave, upon the Company.

Termination for Cause. The Company may shall have the right to immediately terminate this Agreement and the Employee’s employment with the Company at any time for Cause. For purposes any of this Agreement, the following causes (each a “Cause” means: ”): (a) the willful and continued failure Any act of the Executive to perform substantially the Executive’s duties with fraud, dishonesty, gross negligence, misrepresentation, or embezzlement, misappropriation, or conversion of assets of the Company or one any of its affiliates (or attempt to do any of the foregoing); (b) Subject to any protections set forth under applicable laws, commission of, indictment for, conviction of, pleading guilty or nolo contendere to, or engaging in any crime that constitutes a felony or any crime or other act involving fraud, theft, embezzlement, or moral turpitude; (c) Subject to any protections set forth under applicable laws, commission of, conviction of, pleading guilty or nolo contendere to, or engaging in any crime or other act that violates any other law, rule, or regulation that the Company Entities Board and Parent Board reasonably determines is job-related and/or is likely to have an adverse impact on the performance of the Employee’s duties under this Agreement; (d) Willful or material violation of any federal, state, or foreign securities laws; (e) Conduct or omission which the Company Board and Parent Board reasonably determines is or is reasonably likely to be detrimental to the reputation, goodwill, public image, or business operations of the Company; (f) Continued failure by the Employee to perform the Employee’s duties or responsibilities to the Company or its affiliates (other than a failure resulting from incapacity absence due to physical bona fide illness or mental illnessDisability as defined herein); (g) The Employee’s failure or refusal to comply with the lawful directions of the CEO or the Company Board and Parent Board; (h) Making of threats or engaging in acts of violence in the workplace; (i) Engaging in sexual, after a written demand for substantial performance is delivered to racial, or other forms of harassment or discrimination in violation of the Executive by law or Company policies; (j) Breach of the Board Employee’s fiduciary duties or confidentiality obligations or engaging in any other act of Directors which specifically identifies material dishonesty or disloyalty toward the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or Company; (bk) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation Violating any of the Company’s written policies or codes of conduct including, but not limited to, written policies related to equal employment opportunity, performance of illegal or unethical activities, and procedures, ethical misconduct; (l) Repeatedly reporting to work under the influence of alcohol or drugs in each case which is materially and demonstrably injurious a manner that impacts the Employee’s ability to perform the duties of the Employee’s job or the obligations under this Agreement; (m) The Employee’s failure to obtain and/or maintain proper authorization to work in the United States commensurate with the needs of the Company. For purposes ; (n) The Employee’s voluntary resignation or other termination of employment effected by the Employee at any time when the Company could effect a termination for Cause pursuant to this Agreement; and/or (o) The Employee’s material breach of any term of this provision, an act Agreement or any other agreement with the Company or any of its affiliates or failure to act, on the part perform any of the ExecutiveEmployee’s duties to the satisfaction of the Company Board and Parent Board. The Company Board and Parent Board shall, will not be considered “willful” unless it is donein its sole discretion, or omitted have the authority to be done, make the determination that the Employee has been terminated for Cause. Upon the effectiveness of any termination for Cause by the Executive Company, the Company shall have no further obligation under this Agreement and payment of all compensation to the Employee under this Agreement shall cease immediately, except for (i) any payment of compensation accrued but unpaid through the date of such termination for Cause, (ii) any vested employee benefits covered by the Employee Retirement Income Security Act of 1974, as amended, to which the Employee is entitled upon termination of employment with the Company in bad faith or without reasonable belief that accordance with the Executive’s action or omission was in terms and conditions of the best interests applicable plans of the Company. Any act, as applicable, and (iii) reimbursement for any unreimbursed business expenses incurred by the Employee on or failure prior to act, based on authority given the Employee’s last date of employment with the Company pursuant to a resolution duly adopted by Section 4.3 (collectively, the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company“Accrued Amounts”). In the event this Agreement is terminated that (1) the Employee’s employment with the Company terminates for any reason other than for Cause and (2) any of the facts and circumstances described in the definition of Cause existed as of the date of such termination (whether or not known by the Company Board and Parent Board or the Company or any of its affiliates as of the time of such termination or discovered after any such termination), then, the Company may deem such termination of employment to have been for Cause, and such termination shall be treated as a termination by the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying and the reasons for such termination is madeEmployee acknowledges that the Employee’s compensation may also be subject to any clawback provisions required by law, approved by a majority of rule, regulation or Company policy (as in effect upon the independent and disinterested members of the Board of Directors of Commencement Date or any time thereafter), as well as any other agreement between the Company and delivered to the Executive. Thereafter, Employee that provides for clawback of any compensation or equity in the Executive will have the right for a period of thirty Company (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, including any termination of this Agreement will be deemed to have occurred without Causeequity related awards).

Termination for Cause. The Company may terminate Upon Termination of this Wholesaling Agreement for cause, Contractor will have no further rights under this Agreement for Cause. For purposes to any commissions or other compensation otherwise payable under the terms of this AgreementAgreement or the attached Schedule(s). A termination for cause will be effective immediately upon Contractor's conviction of a felony, “Cause” means: or revocation of Contractor's license, or immediately upon the Company sending Contractor a written notice of termination for cause. This Agreement may be terminated for cause as follows, if Contractor: (a1) withholds any funds due the willful and continued failure Company, a Broker-Dealer, or a customer of the Executive Company, (2) withholds any policies, documents or correspondence that rightfully should have been transmitted to perform substantially the Executive’s duties with Company, or to an Assigned Broker-Dealer, (3) fails to promptly return any property belonging to the Company or one to a policy applicant or an Assigned Broker-Dealer when requested to do so, (4) refuses to pay any indebtedness that Contractor owes the Company under the terms of this Wholesaling Agreement or any other agreement Contractor enters into with the Company, (5) is convicted of a felony or any state or jurisdiction revokes, suspends or fails to renew Contractor's license, (6) violates any applicable insurance or securities laws or regulations, as determined by the Company, (7) has a required bond refused or cancelled, (8) misrepresents any of the Company's products or services, or causes, advises, aids or abets an Assigned Broker-Dealer to do so, (9) misrepresents or omits any material information on an application for, or reinstatement of, a Policy, or causes, advises, aids or abets an Assigned Broker- Dealer to do so, (10) commits or attempts to commit fraud against the Company or any applicant or policyholder, or causes, advises, aids or abets an Assigned Broker-Dealer to do so, (11) fail to comply with material terms of this Wholesaling Agreement or the Company's published rules and regulations, (12) causes or attempts to cause employees, representatives or agents of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of discontinue their association with the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted causes, advises, aids or abets an Assigned Broker-Dealer to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.do so,

Termination for Cause. The Company may, in its sole and absolute discretion, terminate the employment of Employee hereunder, at any time prior to the expiration of Employee's employment term(s) hereunder, immediately upon written notice to the Employee, or at such later time as the Company may terminate specify in such notice, if such termination is for "cause". As used in this Agreement Agreement, the term "cause" includes, but is not limited to, the following: (1) If in the reasonable judgment of the Company's Board of Directors, the Employee becomes unfit to properly practice pathology on the Company's behalf; (2) If the Employee's right to practice medicine in any state is suspended, restricted, revoked, lapsed (other than a lapse due to the Employee's voluntary failure to maintain such license after becoming a nonresident of that state), or is otherwise placed under probation or otherwise formally acted against; (3) If the Employee willfully damages the Company's property, business, reputation or goodwill; (4) If the Employee is convicted of a crime other than a minor traffic violation; (5) If the Employee is continually inattentive to, or neglectful of, the duties to be performed by the Employee, which inattention or neglect is not the result of illness or injury; (6) If the Employee uses any mood altering or controlled substances except as prescribed by a physician, or if the Employee uses alcohol habitually or to excess; (7) If the Employee willfully injures any independent contractor, employee, or agent of the Company; (8) If the Employee willfully injures any person in the course of the performance of services for Cause. For purposes or on behalf of the Company; (9) If the Employee discloses to a competitor or other unauthorized person confidential, proprietary or secret information of or regarding the Company; (10) If the Employee is charged with gross misconduct of either a professional or personal nature; (11) If the Employee's medical staff privileges or membership in any medical facility are suspended, restricted, revoked (other than a revocation occurring solely because the Employee has voluntarily ceased to perform medical services at such hospital with the Company's consent), placed under probation or proctoring or otherwise adversely acted against; (12) If a guardian or conservator for the Employee is appointed by a court of competent jurisdiction; (13) If the Employee solicits business on behalf of a competitor or potential competitor; (14) If the Employee sexually harasses any employee or contractor of the Company or commits any act which otherwise creates an offensive work environment for employees or contractors of the Company; (15) If the Employee accepts other employment that places restrictions or limitations on the Employee's ability to continue rendering professional services under this Agreement; (16) If the Company's Board of Directors determines that the Company is in jeopardy of losing a contract with a medical facility for which the Employee is rendering pathology services because the administration of such medical facility is dissatisfied with the Employee's performance; or (17) If the Employee fails to comply with any of the material terms or conditions of this Agreement, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with any agreement between the Company or one of and a medical facility for which the Company Entities (other than provides services, or the written bylaws, rules, regulations, policies or procedures of a failure resulting from incapacity due medical facility for which the Company provides services. The Company shall not be limited to physical termination as a remedy for any injurious, improper or mental illness), after a written demand for substantial performance is delivered to the Executive illegal act by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conductEmployee, gross misconduct or a clearly established violation of the Company’s written policies and proceduresbut may also seek damages, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is doneinjunction, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for such other remedy as the Company will be conclusively presumed to be done, or omitted to be done, by may deem appropriate under the Executive in good faith and in circumstances. If the best interests of the Company. In the event this Agreement Employee's employment is terminated for Causecause, the Company will not have any obligation Employee agrees to provide any further payments vacate the Company's offices on or benefits to the Executive after before the effective date of such termination. This Agreement will not be deemed the termination and to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent return and disinterested members of the Board of Directors of deliver to the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable such time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeall Company property.

Termination for Cause. The Company may Company, by direction of the Board (excluding the Executive), shall be entitled to terminate this Agreement the Term and to discharge the Executive for “Cause” effective upon the giving of written notice to the Executive. For purposes of this Agreement, the term “Cause” means: shall mean: (ai) the Executive's willful failure or refusal to materially perform his duties and responsibilities to the Company as set forth in Section 3 hereof (other than as a result of a Disability pursuant to Section 6(d) hereof), or to abide by the reasonable directives of the Board, in each case if such failure or refusal is not cured (if curable) within 20 days after written notice thereof by the Company; (ii) the willful and continued failure fraud or material dishonesty of the Executive in connection with his position or the performance of duties to perform substantially the Executive’s duties with the Company (including any misappropriation of the funds or one property of the Company), or the willful misconduct of the Executive in connection with his position or the performance of his duties to the Company; (iii) the conviction of Executive in a court of law of, or entering by the Executive of a plea of guilty or no contest to, any felony or any crime involving material dishonesty or theft; (iv) willful failure by the Executive to cooperate as directed by the Board with a bona fide Company internal investigation or an investigation of the Company Entities by governmental, regulatory or law enforcement authorities, if such breach is not cured (other than a failure resulting from incapacity due to physical or mental illness), if curable) within 20 days after a written demand for substantial performance is delivered notice thereof to the Executive by the Board Company; and (v) any material breach by the Executive of Directors which specifically identifies Sections 8 or 10 hereof, if such breach is not cured (if curable) within 20 days after written notice thereof to the Executive by the Company. Any notice required to be given by the Company pursuant to this section shall specify the nature of the claimed breach and the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted Company requires such breach to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Companycured (if curable). In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to that the Executive after the effective date of such termination. This Agreement will not be deemed to have is purportedly terminated for Cause unless and a written determination specifying the reasons court determines that Cause as defined herein was not present, then such purported termination for such Cause shall be deemed a termination is made, approved by a majority of the independent without Cause pursuant to Section 6(c) and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter’s rights and remedies will be governed by Section 7(b), in full satisfaction and in lieu of any and all other or further remedies the Executive will may have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of under this Agreement will be deemed to have occurred without CauseAgreement.

Termination for Cause. The At any time during the Term, the Company may terminate this Agreement and the Executive’s employment with the Company, at any time, for “Cause. .” For purposes of this Agreement, “Cause” meansshall mean any of the following: (ai) the willful and continued neglect or failure or refusal of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities hereunder (other than as a failure resulting from result of total or partial incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted as determined by the Board of Directors or based the Compensation Committee in their sole discretion; (ii) the engaging by Executive in gross negligence or misconduct which is injurious to the Company or any of its affiliates, monetarily or otherwise; (iii) perpetration of an intentional and knowing fraud against or affecting the Company or any of its affiliates or any customer, client, agent, or employee thereof; (iv) any willful or intentional act that could reasonably be expected to injure the reputation, business, or business relationships of the Company or any of its affiliates or Executive’s reputation or business relationships; (v) Executive’s material failure to comply with, and/or a material violation by Executive of, the internal policies of the Company or any of its affiliates and/or procedures or any laws or regulations applicable to Executive’s conduct as an employee of the Company; (vi) Executive’s conviction (including conviction on a nolo contendere plea) of a felony or any crime involving fraud, dishonesty or moral turpitude; (vii) the advice breach of counsel a covenant set forth in Sections 10, 11 or 12 herein; or (viii) any other material breach by Executive of this Agreement; provided, however, that, if susceptible of cure, a termination by the Company under Sections 9(c)(i), 10(c)(v) or 10(c)(viii) herein shall be effective only if, within 14 days following delivery of a written notice by the Company to Executive that the Company is terminating his employment for Cause, Executive has failed to cure the circumstances giving rise to Cause. If this Agreement and the Executive’s employment is terminated for “Cause,” following the Executive’s last date of employment with the Company, the Company shall have no further obligations or liability to the Executive or his heirs, administrators or Executors with respect to compensation and benefits thereafter, except for the Company will be conclusively presumed obligation to be donepay the Executive (i) any earned but unpaid base salary through the Executive’s last date of employment, or omitted at the rate then in effect, (ii) for any unused accrued and unforfeited vacation, and (iii) subject to be doneSection 8 herein, for any unreimbursed business expenses incurred by the Executive in good faith and in prior to the best interests last date of employment with the Company. In the event this Agreement is terminated for CauseThe Company shall deduct, the Company will not have any obligation to provide any further from all payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is mademade hereunder, approved by a majority of the independent all applicable taxes and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeother appropriate deductions.

Termination for Cause. The Company Unified may terminate this Agreement the Executive's employment during the Employment Period for "Cause. For ," which for purposes of this AgreementAgreement shall mean termination based upon, “Cause” meansand only upon: (ai) the willful and continued failure of the Executive to perform substantially substantially, during the Employment Period, the Executive’s duties 's Positions and Duties with the Company or one of the Company Entities Unified (other than a any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of Directors Unified which specifically identifies the manner in which the Board of Directors or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s duties; 's Positions and Duties, or (bii) the willful engaging by the Executive during the Employment Period in illegal conduct, gross misconduct that directly causes material injury to Unified, or (iii) conviction of the Executive of a felony (or a clearly established violation guilty or nolo contendere plea by the Executive with respect thereto) willfully committed by the Executive in the course of performance of his Positions and Duties with Unified during the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the CompanyEmployment Period. For purposes of this provisionparagraph, an act no course of conduct, action or failure to act, omission on the Executive's part of the Executive, will not shall be considered “willful” unless it is done, or omitted to be donegrounds for Cause unless such course of conduct, by the Executive in bad faith action or omission (x) was done without reasonable belief that the Executive’s course of conduct, action or omission was in the best interests of Unified, and (y) is inconsistent with standards of conduct consistently applied to other senior executive officers of the CompanyUnified Group. Any act, or failure to act, based on upon authority given pursuant to a resolution duly adopted by the Board of Directors Board, or based on upon the instructions of the Chief Executive Officer or any other senior officer of Unified or any other member of the Unified Group, or based upon the advice of counsel for the Company will Unified shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of Unified. Termination for Cause may be effected by, and only by, written notice to Executive in accordance with the Companyprovisions of Section 9.3 hereof stating with particularity each action or condition constituting Cause, sufficient in detail such that the corrective measures necessary to cure such action(s) or condition(s) may be readily inferred from the face of the notice. In During the event ninety-day period following receipt of such notice by Executive, Unified shall use its best efforts to cooperate with Executive to cure the action(s) or condition(s) set forth in Unified's notice. If a cure is commercially reasonable and the Executive fails to take sufficient steps within such ninety-day period to effectuate a cure, then and only then may Unified terminate his employment for Cause. Failure of Unified to set forth in such notice any material fact or circumstance (then known or that should be then known by Unified) that contributes to a showing of Cause shall waive any right of Unified to assert such fact or circumstance in enforcing its rights under this Agreement is terminated for Causein connection with such notice, the Company will but shall not have waive Unified's right pursuant to any obligation subsequent notice to provide any further payments or benefits to terminate the Executive after the effective date on grounds of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causethen unknown material fact or circumstance.

Termination for Cause. A. The Company may shall have the right to terminate the employment of Employee hereunder at any time for cause (as used herein, "cause") if: (1) Employee shall be convicted by a court of competent and final jurisdiction of any crime (whether or not involving the Company) which constitutes a felony in the jurisdiction involved or shall be habitually drunk or intoxicated in public or otherwise commit acts of moral turpitude in such a manner as to adversely reflect the reputation of the Company; or (2) Employee shall commit any act of embezzlement or similar material dishonest or injurious conduct against the Company; or (3) Employee shall demonstrate willful and injurious misconduct in connection with the performance of his duties and responsibilities under or assigned pursuant to, this Agreement for Cause. For purposes Agreement; or (4) Employee shall demonstrate reckless or grossly negligent and injurious conduct in connection with the performance of, or a gross disregard for, his duties and responsibilities under, or assigned pursuant to this Agreement; or. (5) After the first six (6) months following the Commencement Date of this Agreement, “Cause” means: in the event the net monthly sales volume (atotal amount of all accounts receivable purchased in any calendar month) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities is less than One Million Dollars (other than $1,000,000.00) per month in any consecutive two (2) month period or in a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner three (3) month aggregate in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or any twelve (b12) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. month period. B. In the event this Agreement is terminated for Cause, that the employment of Employee shall terminate by the Company will not have any obligation for cause pursuant to provide any further payments or benefits paragraph 9A hereof, Employee shall be entitled to receive his salary then in effect through the Executive after the effective date of such termination. This Agreement will not be deemed Employee shall accept the payments pursuant to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent this paragraph in full discharge and disinterested members of the Board of Directors release of the Company of and delivered from any further obligations under this Agreement. Nothing contained in this paragraph shall constitute a waiver or release by the Company of any rights or claims it may have against Employee, including, but not limited to, any claims or rights pursuant to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors provisions set forth in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseAgreement.

Termination for Cause. The Company may terminate Notwithstanding anything contained in this Agreement to the contrary, the Company shall have the right to immediately terminate the employment of Executive for Cause. For purposes of this Agreement, “Cause” means: if the Chief Executive Officer determines that Executive: (a) willfully or materially breaches this Agreement or any other written agreement with the willful Company; (b) willfully violates or fails to comply with any reasonable rule or policy governing Executive’s performance or behavior, including, without limitation, the prohibition against the use of illegal drugs and continued failure the use of alcohol in a way that is materially harmful to the Company’s finances, general reputation, or other legitimate business interest; (c) willfully violates or fails to comply with any reasonable instruction of the Chief Executive to perform substantially Officer and/or the Executive’s duties with Board, provided that such instruction is not in violation of this Agreement or any other written agreement between the Company and Executive and is legal; (d) willfully engages in dishonesty, illegal conduct, or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance misconduct that is delivered materially harmful to the Executive Company’s finances, general reputation, or other legitimate business interest, as determined by the Board in its sole discretion; (e) willfully engages in fraud, misappropriation or embezzlement, whether or not related to Executive’s employment with the Company; (f) willfully and without authorization discloses Confidential Information; or (g) is convicted of Directors which specifically identifies or pleads guilty to any criminal charge or indictment, the manner in nature of which the Board of Directors believes that determines, in its sole discretion, may have a detrimental impact on the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation general reputation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Companyits finances, or other legitimate business interest. For purposes of this provision, an An act or failure to act, on the part of the Executive, will not be act is considered “willful” unless it is done, if done or omitted to be done, by the Executive in bad not done with an absence of good faith or and without a reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, act or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and act was in the best interests of the Company. In the event of termination for “Cause,” Executive shall not be entitled to any severance payments or any other payments under this Agreement except as may be required by law, but shall receive Executive’s Base Salary earned through the date of termination, any unused vacation or other time off earned through the date of termination, reimbursement for reasonable expenses incurred by Executive in the discharge of Executive’s duties before termination so long as Executive provides evidence thereof, and any additional benefits to which Executive is terminated for Causeentitled under any applicable benefit plan of the Company that are not otherwise provided by this Agreement (collectively, the Company will not have any obligation to provide any further payments or benefits to the “Accrued Obligations”). Executive after the effective date of such termination. This Agreement will shall not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the until Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have has been offered an opportunity to explain the circumstances forming the basis for the Company’s determination of Cause to the Chief Executive Officer except where the Chief Executive Officer determines that doing so would be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causefutile.

Termination for Cause. The Company may terminate this Agreement Executive's employment for Cause. In the event that Executive's employment with the Company is terminated during the Employment Term by the Company for Cause, Executive shall not be entitled to any additional payments or benefits hereunder, other than Accrued Benefits (including, but not limited to, any then vested Stock Option, or other stock options or equity grants). For the purposes of this Agreement, “"Cause” means: " shall mean (ai) the willful and continued failure of the by Executive to attempt to substantially perform substantially the Executive’s his duties with the Company or one of the Company Entities (other than a any such failure resulting from his incapacity due to physical or mental illnessimpairment), after a unless any such failure is corrected within thirty (30) days following written demand for substantial performance is delivered to the Executive notice by the Board of Directors which that specifically identifies the manner in which the Board of Directors believes that the Executive has substantially not substantially performed the Executive’s duties; attempted to materially perform his duties or (bii) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of by Executive with regard to the Company’s written policies and procedures, in each case which Company that is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any No act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will Executive shall be conclusively presumed to be done, or omitted to be done, by the Executive in "willful" unless committed without good faith and without a reasonable belief that the act or omission was in the best interests interest of the Company. In No event shall be deemed the event this Agreement basis for Cause unless Executive is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits therefore within sixty (60) days after such event is known to the Directors or to the Chairman of any committee of the Board. Notwithstanding the foregoing, Executive after the effective date of such termination. This Agreement will shall not be deemed to have been terminated for Cause unless without (i) advance written notice provided to Executive not less than fourteen (14) days prior to the date of termination setting forth the Company's intention to consider terminating Executive and including a statement of the proposed date of termination and the specific detailed basis for such consideration of termination for Cause, (ii) an opportunity of Executive, together with his counsel, to be heard before the Board at least ten (10) days after the giving of such notice and prior to the proposed date of termination, (iii) a duly adopted resolution of the Board stating that in accordance with the provisions of the next to the last sentence of this paragraph (b), that the actions of Executive constituted Cause and the basis thereof, and (iv) a written determination specifying provided by the reasons for Board setting forth the acts and omissions that form the basis of such termination is made, approved of employment. Any determination by the Board hereunder shall be made by the affirmative vote of at least a two-thirds (2/3) majority of the independent and disinterested members all of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heardother than Executive). Failing such determination and opportunity for hearing, any Any purported termination of employment of Executive by the Company which does not meet each and every substantive and procedural requirement of this paragraph (b) shall be treated for all purposes under this Agreement will be deemed to have occurred as a termination of employment without Cause.

Termination for Cause. The Company may terminate this Agreement at any time for Cause“cause” as hereinafter defined. For purposes of this Agreement, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive shall be determined by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company (the “Board”) and delivered shall mean any of the following: (1) failure of Employee to perform Employee’s duties pursuant to this Agreement in a manner or at a level acceptable to the Executive. ThereafterBoard, the Company’s Chief Executive will Officer, the Company’s President or the Company’s Executive Vice President; (2) personal dishonesty by Employee involving Company business; (3) breach of fiduciary duty by Employee to the Company involving personal profit; (4) commission of a felony by Employee which in the Company’s judgment has or may have an adverse affect on the right for Company’s business or reputation; (5) Employee’s use of any illegal drug, narcotic, or excessive amounts of alcohol (as determined by the Company in its discretion) on Company property or at a period function where Employee is working on behalf of thirty the Company; (306) days Employee’s willful refusal to request comply with reasonable requests made of Employee by the Company’s Chief Executive Officer, the Company’s President or Executive Vice President; (7) a Board breach by Employee of Directors meeting any material provision of this Agreement; (8) any failure of an audit of the books of the LBI Entities to be held at completed without any material concerns (as determined in the sole discretion of the Company’s Chief Executive Officer or the Company’s President), including, without limitation, failure to receive audited annual financial statements and an opinion related thereto that meet the requirements of the Company’s financing documents from the Company’s independent certified public accountants in a mutually agreeable time and location timely manner (unless the failure to be attended receive such an opinion is due solely to circumstances that occurred prior to the date of this Agreement); (9) failure to meet reporting obligations to the SEC or any applicable financial institution or creditor on a timely basis; or (10) any other matter which would constitute good cause for termination under applicable law. The finding of “cause” by the members of Board shall be final and conclusive. If the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of Company terminates this Agreement will for cause, the Company shall not be deemed obligated to have occurred without Causemake any further payments to Employee hereunder, except amounts due as salary and bonuses earned at the time of such termination.

Termination for Cause. The Company Employer may terminate this Agreement Employee's employment immediately for Cause"cause" by written notice to Employee. For purposes of this Agreement, “Cause” means: (a) a termination shall be for "cause" if the willful and continued failure termination results from any of the Executive following events: (i) The willful breach of any material provision of this Agreement, which breach Employee shall have failed to cure within thirty (30) days following Employer’s written notice to Employee specifying the nature of the breach; (ii) Any documented misconduct by Employee as an executive or director of Employer, or any subsidiary or affiliate of Employer for which Employee is performing services hereunder, which is material and adverse to the interests, monetary or otherwise, of Employer or any subsidiary or affiliate of Employer; (iii) Unreasonable neglect or refusal to perform substantially the Executiveduties assigned to Employee under or pursuant to this Agreement, unless cured within thirty (30) days following Employer’s duties with written notice to Employee specifying the Company or one nature of the Company Entities neglect or refusal; (other than iv) Conviction of a failure resulting from incapacity due to physical crime involving any act of dishonesty, acts of moral turpitude, or mental illness)the commission of a felony; (v) Adjudication as a bankrupt, after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive adjudication has not substantially performed the Executive’s duties; or (b) the willful engaging been contested in good faith, unless bankruptcy is caused directly by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or Employer's unexcused failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or perform its obligations under this Agreement; (vi) Documented failure to actfollow the reasonable, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members instructions of the Board of Directors of Employer or the Company Employer’s President and delivered Chief Executive Officer, provided that the instructions do not require Employee to the Executive. Thereafter, the Executive will have the right for engage in unlawful conduct; or (vii) A willful violation of a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members material rule or regulation of the Board Office of Directors in person within the following thirty (30) days, at which meeting Comptroller of the Executive will have an opportunity to be heardCurrency or of any other regulatory agency governing Employer or any subsidiary or affiliate of Employer. Failing such determination and opportunity for hearing, Notwithstanding any termination other term or provision of this Agreement will to the contrary, if Employee's employment is terminated for cause, Employee shall forfeit all rights to payments and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be deemed to have occurred without Causepaid through the date of termination.

Termination for Cause. The Company may terminate this Agreement for Cause. For purposes the employment of this Agreement, “Cause” means: (a) the willful and continued failure of --------------------- the Executive hereunder if the Executive (i) commits any violation of any law, rule or regulation or of a cease and desist order with respect to perform substantially the Executive’s duties with Premier, the Company or one any of their subsidiaries (each hereinafter referred to as a "Subsidiary") which has become final, (ii) engages or participates in any unsafe or unsound practice in connection with Premier, the Company Entities or any Subsidiary regardless of whether actual harm or damages result to Premier, the Company or any Subsidiary, (other than a failure resulting from incapacity due iii) commits or engages, or fails to physical commit or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and proceduresengage, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an any act or practice, which action or practice or the failure to act, engage in such action or practice involves personal dishonesty on the part of the Executive, will not be considered “willful” unless it is done, Executive or omitted to be done, by the Executive in bad faith demonstrates a willful or without reasonable belief that the Executive’s action or omission was in continuing disregard for the best interests of Premier, the Company. Any act, or failure to actany Subsidiary, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed (iv) is adjudicated to be doneof an unsound mind, or omitted (v) is adjudicated to be donebankrupt, by (vi) intentionally destroys the Executive in good faith and in the best interests property of the Company. In the event this Agreement is terminated for CausePremier, the Company will not have or any obligation to provide Subsidiary, (vii) breaches or violates in any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is madematerial respect any agreement with Premier, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to or any Subsidiary signed by the Executive. Thereafter, including, but not limited to, this Agreement and any other confidentiality and nondisclosure agreements, (viii) engages in dishonorable or disruptive behavior, practices or acts that would be reasonably expected to harm or bring into disrepute Premier, the Executive will have the right Company or any Subsidiary, or any of their businesses or employees, (ix) is convicted of a felony, or (x) continually fails to substantially perform his duties under Section 3 hereof for a period of thirty (30) days (other than as a result of a disability pursuant to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended Section 6(g) hereof) after delivery by the members of the Board of Directors in person within the following thirty (30) days, at which meeting Company to the Executive will have of a written demand for substantial performance, stating with reasonable detail the nature of such failure and affording the Executive an opportunity opportunity, as soon as practicable, to correct the acts or omissions specified. Termination pursuant to this Section 6(a) shall be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed referred to have occurred without Cause.herein as a "

Termination for Cause. The Company may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” means: (a) the willful and continued failure employment --------------------- of the Executive hereunder if the Executive (i) commits any violation of any law, rule or regulation or of a cease and desist order with respect to perform substantially the Executive’s duties with Premier, the Company or one any of their subsidiaries (each hereinafter referred to as a "Subsidiary") which has become final, (ii) engages or participates in any unsafe or unsound practice in connection with Premier, the Company Entities or any Subsidiary regardless of whether actual harm or damages result to Premier, the Company or any Subsidiary, (other than a failure resulting from incapacity due iii) commits or engages, or fails to physical commit or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and proceduresengage, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an any act or practice, which action or practice or the failure to act, engage in such action or practice involves personal dishonesty on the part of the Executive, will not be considered “willful” unless it is done, Executive or omitted to be done, by the Executive in bad faith demonstrates a willful or without reasonable belief that the Executive’s action or omission was in continuing disregard for the best interests of Premier, the Company. Any act, or failure to actany Subsidiary, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed (iv) is adjudicated to be doneof an unsound mind, or omitted (v) is adjudicated to be donebankrupt, by (vi) intentionally destroys the Executive in good faith and in the best interests property of the Company. In the event this Agreement is terminated for CausePremier, the Company will not have or any obligation to provide Subsidiary, (vii) breaches or violates in any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is madematerial respect any agreement with Premier, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to or any Subsidiary signed by the Executive. Thereafter, including, but not limited to, this Agreement and any other confidentiality and nondisclosure agreements, (viii) engages in dishonorable or disruptive behavior, practices or acts that would be reasonably expected to harm or bring into disrepute Premier, the Executive will have the right Company or any Subsidiary, or any of their businesses or employees, (ix) is convicted of a felony, or (x) continually fails to substantially perform his duties under Section 3 hereof for a period of thirty (30) days (other than as a result of a disability pursuant to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended Section 6(g) hereof) after delivery by the members of the Board of Directors in person within the following thirty (30) days, at which meeting Company to the Executive will have of a written demand for substantial performance, stating with reasonable detail the nature of such failure and affording the Executive an opportunity opportunity, as soon as practicable, to correct the acts or omissions specified. Termination pursuant to this Section 6(a) shall be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed referred to have occurred without Cause.herein as a "

Termination for Cause. The Company may shall be entitled to terminate this Agreement and Executive’s employment immediately and without notice for “Cause”. For purposes of this Agreement, Termination for “Cause” meansshall mean termination based upon: (ai) the willful and continued failure of the by Executive to perform substantially the Executive’s duties with the Company or one follow directions of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors or Chief Executive Officer in the handling of material matters which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the are consistent with Executive’s dutiesposition; or (bii) the willful engaging or continued engagement by the Executive in illegal conductconduct which is materially injurious to the Company, gross misconduct monetarily or otherwise, including, but not limited to, the disclosure by Executive of material Confidential Information (as defined in paragraph 5(a)(i)), which is inconsistent with Executive’s responsibilities set forth in Paragraph 2(b), breach by Executive of Executive’s fiduciary duties to the Company, violation by Executive of any restrictive covenant, including covenants not to compete, to solicit the Company’s clients or employees or disparage the Company or its officers, employees, business partners, affiliates or representatives, as further defined in paragraph 5 below; (iii) a clearly established conviction of, a plea of nolo contendere, a guilty plea or confession by Executive to an act of fraud, misappropriation or embezzlement or to a felony; (iv) Executive’s habitual intoxication while conducting the Company’s business; (v) a material violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes employment policies; (vi) a material breach by Executive of this provision, an act Agreement; or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the (vii) Executive’s action willful absence from Executive’s employment or omission was willful failure or refusal to perform or gross neglect in the best interests performance of the CompanyExecutive’s duties or responsibilities hereunder. Any actWhere reasonable, prior to termination under subparagraphs (i), (ii), (iv), (v), (vi) or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause(vii) above, the Company will not have provide Executive with written notice of any obligation to provide any further payments act or benefits to the Executive after the effective date of such omission it believes constitutes Cause for termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying , including stating the reasons for such termination is madebelief, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will shall have the right for a period of thirty (30) days to request a Board cure and/or to present Executive’s position regarding the matter. In the event of Directors meeting to be held at a mutually agreeable time and location to be attended termination of Executive by the members Company for Cause, the Company shall have no obligation to pay Executive anything other than any salary earned to date and any Options (whether Time Vested Options or Performance Options and whether vested or unvested Options) shall terminate and be of no further force and effect; provided, however, that any options that had vested prior to the Board date that was 12 months prior to the date of Directors termination shall be exercisable for a period of 90 days following the date of termination for Cause. In addition, the Company shall provide Executive with any benefit continuation rights as required by law. A termination for Cause will be effective upon the Company’s delivery to Executive of a written notice advising Executive of Executive’s termination, provided that a termination for Cause under subparagraphs (i), (ii), (iv), (v), (vi) or (vii) , in person within the following circumstances where thirty (30) dayscalendar days advance written notice has been given, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeeffective on the thirty first (31st) calendar day after Executive’s receipt of said notice if the conduct constituting Cause has not, in the Company’s opinion, been corrected by Executive.

Termination for Cause. The Board may, by written notice to Executive in the form and manner specified in this paragraph, immediately terminate his employment at any time for “Cause.” Executive shall have no right to receive compensation or other benefits for any period after termination for Cause, except for already vested benefits. Termination for Cause shall mean termination because of, in the good faith determination of the Board, Executive’s: i. material act of dishonesty or fraud in performing Executive’s duties on behalf of the Company; ii. willful misconduct that in the judgment of the Board will likely cause economic damage to the Company may terminate or injury to the business reputation of the Company; iii. incompetence (in determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the savings institutions industry); iv. breach of fiduciary duty involving personal profit; v. intentional failure to perform stated duties under this Agreement for Causeafter written notice thereof from the Board; vi. willful violation of any law, rule or regulation (other than traffic violations or similar offenses which results only in a fine or other non-custodial penalty) that reflect adversely on the reputation of the Company, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; any violation of the policies and procedures of the Company as outlined in the Company’s employee handbook, which would result in termination of the Company employees, as from time to time amended and incorporated herein by reference, or vii. material breach by Executive of any provision of this Agreement. For purposes of this Agreementparagraph, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an no act or failure to act, act on the part of the Executive, will not Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive not in bad good faith or and without reasonable belief that the Executive’s action or omission was in the best interests interest of the Company. Any actNotwithstanding the foregoing, or failure Executive shall not be deemed to act, based on authority given pursuant have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the Board affirmative vote of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by less than a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board at a meeting of Directors in person within the following thirty Board called and held for that purpose (30) days, at which meeting the after reasonable notice to Executive will have and an opportunity for him, together with counsel, to be heard. Failing such determination heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying termination for Cause and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causespecifying the particulars thereof in detail.

Termination for Cause. The Company may terminate this Agreement If the Optionee’s Service Relationship terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes of this Agreementhereof, “Cause” means: shall mean, (ai) the willful and continued failure Optionee’s refusal to comply with any lawful directive or policy of the Executive to perform substantially Board which refusal is not cured by the ExecutiveOptionee within ten (10) days of such written notice from the Company; (ii) the Company’s duties with determination that, in the reasonable judgment of the Board, the Optionee has committed any act of dishonesty, embezzlement, unauthorized use or disclosure of confidential information or other intellectual property or trade secrets, common law fraud or other fraud against the Company or one of the Company Entities any Subsidiary or Affiliate; (other than iii) a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive material breach by the Board Optionee of Directors which specifically identifies any written agreement with or any fiduciary duty owed to any Company or any Subsidiary of Affiliate; (iv) the manner Optionee’s conviction (or the entry of a plea of a nolo contendere or equivalent plea) in which the Board a court of Directors believes that the Executive has not substantially performed the Executive’s dutiescompetent jurisdiction of a felony or any misdemeanor involving material dishonesty or moral turpitude; or (bv) the willful engaging by the Executive in illegal conductOptionee’s habitual or repeated misuse of, gross misconduct or a clearly established violation habitual or repeated performance of the CompanyOptionee’s written policies duties under the influence of, alcohol, illegally obtained prescription controlled substances or non-prescription controlled substances. Notwithstanding the foregoing, if the Optionee and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done(or any of its Affiliates) have entered into an employment agreement, consulting agreement or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for other similar agreement that specifically defines “cause,” then “Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will ” shall have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors meaning defined in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Cause.other agreement..

Termination for Cause. The Company may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” means: : (a) the willful and your continued failure to substantially perform your duties, as such duties exist at the time you enter into this Agreement or as such duties thereafter may be modified with your written consent, as an employee of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities any other Subsidiary (other than a any such failure resulting from your incapacity due to physical or mental illness), ) after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies identifying the manner in which the Board of Directors believes that the Executive has you have not substantially performed the Executive’s your duties; or ; (b) your dishonesty of a material nature that relates to the performance of your duties as an employee of the Company or any other Subsidiary or the commission by you of an act of fraud upon, or willful engaging misconduct toward, the Company or any Subsidiary, as reasonably determined by the Executive Board after a hearing following ten days’ notice to you of such hearing and at which hearing you will be present and have the opportunity to present your position; (c) your criminal conduct (other than minor infractions, traffic violations, or alleged criminal conduct for which you are entitled to indemnification with respect to such conduct under any indemnity agreement or arrangement between you and the Company) or your conviction, by a court of competent jurisdiction, of any felony (or plea of nolo contendere thereto); (d) a material violation by you of your duty of loyalty to the Company or any Subsidiary which results or may reasonably be expected to result in illegal conductmaterial injury to the Company or any Subsidiary; (e) your failure to cease any conduct reasonably determined in good faith by the Board to be detrimental to the well-being or morale, gross misconduct or a clearly established violation otherwise not in the best interest, of the Company’s Company or any Subsidiary after written policies demand directing you to cease such conduct is delivered by the Board specifically identifying such conduct and proceduresdemanding cessation thereof; or (f) your use of alcohol which renders you unable to perform the essential functions of your position as an employee of the Company or your illegal use of illegal or controlled drugs or other substances (provided that the use of controlled drugs or substances as prescribed by a physician shall not constitute grounds for Cause). Any termination of your employment by the Company for Cause shall be communicated to you in a written notice of termination which shall set forth in reasonable detail the facts and circumstances, in each case which is materially and demonstrably injurious if any, claimed to the Companyprovide a basis for such termination. For purposes of this provision, an act or failure to act, on the part definition of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments shall mean Lighting Science Group Corporation, a Delaware corporation, or benefits to the Executive if a Change of Control occurs and on or after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination Change of Control Lighting Science Group Corporation is mademerged, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafterreorganized or otherwise consolidated with or into another Person, the Executive will have Person surviving the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) daysmerger, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causereorganization or consolidation.

Termination for Cause. The Company may terminate Notwithstanding any provision of this Agreement to the contrary, no Severance Payment shall be payable to Executive under Paragraph B hereof if Executive’s employment is terminated for any of the following reasons or while grounds for termination under the following Subparagraphs exist: (a) In the event the Executive is terminated for cause (“Cause”) as a result of Executive’s material failure to perform or neglect of the duties of his or her employment, Executive’s engagement in conduct which adversely affects or could adversely affect the Bank’s reputation in the community or which evidences the lack of Executive’s fitness or ability to perform Executive’s duties as reasonably determined by the Board in good faith; Executive’s material breach of any written Bank policy; Executive’s conviction of or plea of guilty or nolo contendere to any felony or other crime involving moral turpitude; or any material act that involves fraud or deceit. (b) In the event of Executive’s death or if Executive is found to be physically or mentally disabled (as hereinafter defined) by the Board in good faith. For purposes of this AgreementAgreement only, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered disability shall be defined as Executive having been unable to fully perform the essential functions of his or her duties to the Bank for a continuous period of four (4) months. (c) In the event Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by notice served under Section 8(e)(3) or 8(g)(1) of the Board Federal Deposit Insurance Act (12 U.S.C. Section 1818(e)(3) and (g)(1)). In such case, the Bank’s obligations under this Agreement shall be suspended as of Directors the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion: (i) pay Executive all or part of the compensation withheld while its obligations under this Agreement were suspended; and (ii) reinstate (in whole or in part) any of its obligations which specifically identifies were suspended. (d) In the manner event Executive is removed and/or permanently prohibited from participating in which the Board conduct of Directors believes that the Executive has Bank’s affairs by an order issued under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818(e)(3) or (g)(1)). In such case, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not substantially performed be affected. (e) In the Executive’s dutiesevent the Bank is in default (as defined in Section 3(x)(l) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(x)(l)). In such case, all obligations under this Agreement shall terminate as of the date of default, but vested rights of the parties shall not be affected. (f) In the event the Federal Deposit Insurance Corporation enters into (i) an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 11 of the Federal Deposit Insurance Act (12 U.S.C. Section 1821); or (bii) the willful engaging by Federal Deposit Insurance Corporation or the Executive in illegal conduct, gross misconduct California Commissioner of Financial Institutions or his or her designee approves a clearly established violation supervisory merger to resolve problems related to the operation of the Company’s written policies and proceduresBank when the Bank is in an unsafe or unsound condition, in each case which at the time the Bank enters into such an agreement such a supervisory merger is materially and demonstrably injurious approved, all obligations under this Agreement shall be terminated, except to the Company. For purposes of this provision, an act or failure to act, on the part extent it is determined that continuation of the Executive, will not be considered “willful” unless it Agreement is done, or omitted to be done, by necessary for the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests continued operation of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the CompanyBank. In the event this Agreement is terminated for Causeterminated, vested rights of the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will parties shall not be deemed to have terminated for Cause unless a written determination specifying the reasons for affected by any such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeaction.

Termination for Cause. (a) The Company Bank may terminate this Agreement Executive’s employment at any time, but any termination other than termination for “Cause. For purposes of ,” as defined herein, shall not prejudice Executive’s right to compensation or other benefits under this Agreement, . Executive shall have no right to receive compensation or other benefits for any period after termination for “Cause.” The term “Cause” meansas used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to the Executive: (ai) the conviction of the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful and continued commission by the Executive of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the Company or the Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or the Bank; (iv) the continuing willful failure of the Executive to perform substantially his duties to the Company or the Bank (other than any such failure resulting from the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), ) after written notice thereof (specifying the particulars thereof in reasonable detail) and a written demand for substantial performance is delivered reasonable opportunity to be heard and cure such failure are given to the Executive by the Board Board; or (v) an order of Directors which specifically identifies a federal or state regulatory agency or a court of competent jurisdiction requiring the manner in which the Board termination of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging employment by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provisionNotwithstanding the foregoing, an act or failure to act, on the part of the Executive, will Cause shall not be considered “willful” deemed to exist unless it is done, or omitted there shall have been delivered to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests a copy of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board affirmative vote of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by less than a majority of the independent and disinterested members entire membership of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), finding that in the good faith opinion of Directors in person within the following thirty (30) days, Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive will have an was guilty of conduct constituting Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heardheard before the Board. Failing such determination and opportunity for hearingUpon a finding of Cause, any termination the Board shall deliver to the Executive a Notice of this Agreement will be deemed to have occurred without CauseTermination, as more fully described in Section 10 below.

Termination for Cause. The In the event that employment hereunder is terminated by the Company may terminate this Agreement for Cause, the Executive shall not be entitled to receive compensation or other benefits for any period after such termination, except as provided by law. For purposes of this Agreement, The phrase “Cause” meansas used herein, shall exist when there has been a good faith determination by the Company, as communicated to Executive by the Chief Executive Officer, that there shall have occurred one or more of the following events with respect to the Executive: (ai) the conviction of the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful and continued commission by the Executive of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the Company or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful failure of the Executive to perform substantially his duties to the Company or Bank (other than any such failure resulting from the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical Disability) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive; or mental illness)(v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive’s employment by the Company. Notwithstanding the foregoing, after a written demand for substantial performance is Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of Directors which specifically identifies the manner Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Cause exists, if the Board determines in good faith at a meeting of Directors believes the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive has not substantially performed was guilty of conduct constituting Cause as described above, the Executive’s duties; or (b) the willful engaging by Board may suspend the Executive in illegal conduct, gross misconduct or from his duties hereunder for a clearly established violation reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Company’s written policies and procedures, in each case which is materially and demonstrably injurious Executive shall be given the opportunity to be heard before the CompanyBoard. For purposes of this provisionsubparagraph, an no act or failure to act, on the Executive’s part of the Executive, will not shall be considered “willful” unless it is done, or omitted to be done, by the Executive him not in bad good faith or without reasonable belief that the Executive’s his action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors interest of the Company and delivered the Bank. Upon a finding of Cause, the Board shall deliver to the Executive. ThereafterExecutive a Notice of Termination, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors as more fully described in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseSection 9 below.

Termination for Cause. The Company may shall have the right to terminate this Agreement Executive's employment at any time for Cause by giving Executive written notice of the effective date of termination (which effective date may, except as otherwise provided below, be the date of such notice). If the Company terminates Executive's employment for Cause, Executive shall be paid his unpaid Base Salary through the date of termination and the amount of any unpaid Bonus to which Executive had become entitled under the Bonus Plan prior to the effective date of such termination and the Company shall have no further obli- gation hereunder from and after the effective date of termination and the Company shall have all other rights and remedies available under this or any other agreement and at law or in equity. For purposes of this AgreementAgreement only, “Cause” means: (aCause shall mean: i) the willful and continued failure fraud, misappropriation, embezzlement, or other act of the Executive to perform substantially the Executive’s duties with material misconduct against the Company or one any of its affiliates; ii) substantial and willful failure to perform specific and lawful directives of the Company Entities (other than a failure resulting from incapacity due to physical Board or mental illness)any Supervising Officer, after a written demand for substantial performance as reasonably deter- mined by the Board; iii) willful and knowing violation of any rules or regulations of any governmental or regulatory body, which is delivered materially injurious to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation financial condition of the Company’s ; iv) conviction of or plea of guilty or nolo contendere to a felony; or v) Executive's loss of any personal gaming or related regulatory approval or license required to perform his duties under this Agreement; provided, however, that with regard to subparagraph ii) above, Executive may not be terminated for Cause unless and until the Board has given him reasonable written policies notice of its intended actions and proceduresspecifically de- scribing the alleged events, in each case activities or omissions giving rise thereto and with respect to those events, activities or omissions for which a cure is materially possible, a reasonable opportunity to cure such breach; and demonstrably injurious to the Company. For provided, further, that for purposes of this provisiondetermining whether any such Cause is present, an no act or failure to act, on the part of the Executive, will not act by Executive shall be considered “"willful” unless it is done, " if done or omitted to be done, done by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the reasonable belief that such act or omission was in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors interest of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended and/or required by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeapplicable law.

Termination for Cause. The Company Employer may terminate this Agreement Employee’s employment immediately for Cause“cause” by written notice to Employee. For purposes of this Agreement, a termination shall be for “Causecause” means: (a) if the willful and continued failure termination results from any of the Executive following events: (i) Employee’s willful breach of any material provision of this Agreement, which breach Employee shall have failed to cure within thirty (30) days following Employer’s written notice to Employee specifying the nature of the breach; (ii) Any documented misconduct by Employee as an executive or director of Employer, or any subsidiary or affiliate of Employer for which Employee is performing services hereunder, which is material and adverse to the interests, monetary or otherwise, of Employer or any subsidiary or affiliate of Employer; (iii) Unreasonable neglect or refusal to perform substantially the Executiveduties assigned to Employee under or pursuant to this Agreement, unless cured within thirty (30) days following Employer’s duties with written notice to Employee specifying the Company or one nature of the Company Entities neglect or refusal; (other than iv) Conviction of a failure resulting from incapacity due to physical crime involving any act of dishonesty or mental illness)moral turpitude, after or the commission of a written demand for substantial performance is delivered to the Executive by the Board of Directors felony; (v) Adjudication as a bankrupt, which specifically identifies the manner in which the Board of Directors believes that the Executive adjudication has not substantially performed the Executivebeen contested in good faith, unless bankruptcy is caused directly by Employer’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or unexcused failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or perform its obligations under this Agreement; (vi) Documented failure to actfollow the reasonable, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members instructions of the Board of Directors of Employer or Employer’s President and Chief Executive Officer, provided that the Company and delivered instructions do not require Employee to the Executive. Thereafter, the Executive will have the right for engage in unlawful conduct; or (vii) A willful violation of a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members material rule or regulation of the Board Office of Directors in person within the following thirty (30) days, at which meeting Comptroller of the Executive will have an opportunity to be heardCurrency or of any other regulatory agency governing Employer or any subsidiary or affiliate of Employer. Failing such determination and opportunity for hearing, Notwithstanding any termination other term or provision of this Agreement will to the contrary, if Employee’s employment is terminated for cause, Employee shall forfeit all rights to payments and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be deemed to have occurred without Causepaid through the date of termination.

Termination for Cause. The Company PNMAC may terminate Executive’s employment under this Agreement for Cause. For purposes of this Agreement, “Cause” meansby written Notice of Termination. A termination for Cause is a termination by reason of: (ai) the willful and continued failure a material breach of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities this Agreement (other than as a failure resulting from result of incapacity due to physical death or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (bDisability) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, committed by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement which is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of remedied within thirty (30) days of Executive’s receipt of a notice to request cure such breach; (ii) Executive’s conviction by a Board court of Directors meeting competent jurisdiction of a felony involving dishonesty or moral turpitude, provided, however, that any convictions solely on the basis of vicarious liability shall not give PNMAC the right to be held at a mutually agreeable time and location to be attended terminate Executive for Cause; (iii) entry of an order duly issued by the members any federal or state regulatory agency having jurisdiction of the Board matter removing Executive from office of Directors PNMAC or its subsidiaries or permanently prohibiting him from participating in person within the following thirty conduct of the affairs of PNMAC or any of its subsidiaries; or (30iv) days, at which meeting proven acts of fraud or willful misconduct committed by Executive in connection with the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination performance of his duties under Section 2 of this Agreement will which result in material injury to PNMAC. In the event of a termination for Cause pursuant to this Section 7(c), Executive shall be deemed entitled to receive (a) his base salary for the entire period up to and including the date of Executive’s termination for Cause; (b) accrued but unused PTO through the Termination Date; and (c) reimbursement of any unreimbursed expenses incurred by Executive pursuant to Section 6 of this Agreement. If Executive is convicted of a felony involving dishonesty or moral turpitude or removed from office and/or prohibited from participating in the conduct of the affairs of PNMAC or any of its subsidiaries by any federal or state regulatory agency having jurisdiction of the matter, and if the charges resulting in such removal or prohibition are ultimately dismissed or if a final judgment on the merits of such charges is issued in favor of Executive, or if the felony conviction is overturned on appeal, then Executive’s termination shall be treated as a Termination Other Than for Cause pursuant to Section 7(d). Notwithstanding anything to the contrary in this Agreement or any other document, Executive’s termination pursuant to this Section 7(c) shall not affect Executive’s ownership of PNMAC Common Units or Preferred Units (or Class A Units into which such Common Units and/or Preferred Units are converted), or Class A Common Stock of PFS and shall not affect Executive’s entitlement to all benefits which have occurred without Causevested or which are otherwise payable in respect of periods ending prior to his termination of employment.

Termination for Cause. The Company may CBS may, at its option, terminate your employment under this Agreement forthwith for Cause. For purposes of Cause and thereafter shall have no further obligations under this Agreement, “Cause” meansincluding, without limitation, any obligation to pay Salary or Bonus or provide benefits. Cause shall mean: (ai) the your willful and continued material failure of the Executive substantially to perform substantially the Executive’s your lawful duties with the Company or one of the Company Entities to CBS (other than as a failure resulting from result of total or partial incapacity due to physical or mental illness)) or your willful and material failure to follow the lawful direction that is appropriate to your position from an executive(s) in your reporting line; (ii) material dishonesty in the performance of your duties to CBS; (iii) conviction of a felony under the laws of the United States or any state thereof, after a written demand for substantial performance (iv) your willful and material misconduct in connection with your duties to CBS or any willful act or omission which is delivered materially injurious to the Executive financial condition or business reputation of the CBS or any of its subsidiaries or affiliates; (v) your willful and material breach of the terms of this Agreement or any non-compete, non-solicitation or confidentiality provisions to which you are subject; (vi) your willful failure to cooperate with a bona fide internal investigation or investigation by regulatory or law enforcement authorities or the Board destruction or failure to preserve documents or other material reasonably likely to be relevant to such an investigation, or the inducement of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s dutiesothers to fail to cooperate or to destroy or fail to produce documents or other material; or (bvii) your willful failure to comply with the willful engaging by material written policies of CBS, including the Executive CBS Business Conduct Statement or successor conduct statement as they apply from time to time; provided, that any act or omission that is or would constitute grounds for a termination for Cause shall not constitute such grounds for a termination for Cause if: (A) CBS does not send a notice of termination (in illegal conduct, gross misconduct accordance with Section 13) to you within 45 days after CBS learns or a clearly established violation should have learned of the Company’s written policies and proceduresoccurrence of the event; or (B) in regard to section 9(a)(i) or (v) above, in each case which is materially and demonstrably injurious to you cure the Company. For purposes of this provision, an act or failure omission that would give rise to act, on a Termination for Cause within 20 days after the part delivery of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive notice of termination (in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causeaccordance with Section 13).

Termination for Cause. The Company may terminate this Agreement for Cause. For purposes the engagement of Director if the Board of the Directors of the Company determines that Director has: (a) materially breached any provision hereof or habitually neglected the duties which Director was required to perform under any provision of this Agreement, “Cause” means: ; (ab) the willful and continued failure misappropriated funds or property of the Executive to perform substantially Company or otherwise engaged in acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude, even if not in connection with the Executiveperformance of Director’s duties hereunder, which could reasonably be expected to result in serious prejudice to the interests of the Company if Director were retained as a director; (c) secured any personal profit not completely disclosed to and approved by the Company in connection with any transaction entered into on behalf of or with the Company or one any affiliate of the Company; (d) died, or become and remained incapacitated (either physically, mentally or otherwise) for a period of ninety (90) consecutive days such that Director is not able to substantially perform Director’s duties hereunder; or (e) failed to carry out and perform duties assigned to Director in accordance with the terms hereof in a manner acceptable to the Board of Directors of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors Director which specifically identifies the manner in which the Board of Directors believes that the Executive Director has not substantially performed the ExecutiveDirector’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or and provided further that Director shall be given a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious reasonable opportunity to the Companycure such failure. For purposes of this provisionsection, an act no act, or failure to act, on the Director’s part of the Executive, will not shall be considered “willful” unless it is done, or omitted to be done, by the Executive him not in bad good faith or and without reasonable belief that the Executive’s his action or omission was in the best interests interest of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by Notwithstanding the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Causeforegoing, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will Director shall not be deemed to have been terminated for For Cause unless a written determination specifying under subsection (a) without (i) reasonable notice to the Director setting forth the reasons for such the Company’s intention to Terminate For Cause, (ii) an opportunity for the Director, together with his counsel, to be heard before the Board of Directors, and (iii) delivery to the Director of a notice of termination is made, approved by a majority of the independent and disinterested members of from the Board of Directors of the Company and delivered to Company, finding that, in the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members good faith opinion of the Board of Directors Directors, the Director was guilty of conduct set forth above in person within clause (a) of the following thirty (30) days, at which meeting preceding sentence and specifying the Executive will have an opportunity to be heardparticulars thereof in detail. Failing such determination and opportunity for hearing, any In the event of termination of this Agreement will Director’s engagement for cause, Director shall be deemed entitled to retain the vested Options for shares which have occurred without Causenot been previously purchased, compensation through the date of termination and reimbursement of expenses properly incurred but not yet reimbursed.

Termination for Cause. (a) In addition to any other rights or remedies provided by law or in this Agreement, the Company may terminate Executive’s employment under this Agreement if: (i) Executive is convicted of, or enters a plea of guilty or nolo contendere (which plea is not withdrawn prior to its approval by the court) to, a felony offense or the commission of a fraud against, or embezzlement or misappropriation of funds or other assets of, the Company (or any subsidiary thereof) and either Executive fails to perfect an appeal of such conviction prior to the expiration of the maximum period of time within which, under applicable law or rules of court, such appeal may be perfected or, if Executive does perfect such an appeal, his conviction of such as offense is sustained on appeal; or (ii) the Company’s Board of Directors determines, after due inquiry, based on convincing evidence, that Executive has: (A) violated, or caused the Company (or any subsidiary thereof) or any officer, employee or other agent thereof, or any other person to violate, any material law, regulation or ordinance or any material rule, regulation, policy or practice established by the Company’s Board of Directors; (B) willfully, or because of gross or persistent negligence, (x) failed properly to perform his duties hereunder or (y) acted in a manner detrimental to, or adverse to the interests of, the Company; or (C) violated, or failed to perform or satisfy any material covenant, condition or obligation required to be performed or satisfied by Executive hereunder; and that, in the case of any violation or failure referred to in clause (A), (B) or (C) of this paragraph (ii) of Section 13(a), such violation or failure has caused, or is reasonably likely to cause, the Company to suffer or incur a substantial casualty, loss, penalty, expense or other liability or cost. (b) The Company may terminate this Agreement effect such termination for Cause. For purposes of this Agreementcause by giving Executive notice to such effect, “Cause” means: (a) setting forth in reasonable detail the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand factual basis for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of at least thirty (30) days prior to request a the date of termination set forth therein; provided, however, that Executive may avoid such termination if Executive, prior to the date of termination set forth in such notice, explains to the reasonable satisfaction of the Company’s Board of Directors meeting to be held at a mutually agreeable time and location to be attended why the facts relied upon by the members Company in terminating Executive’s employment do not constitute a For Cause Event (as defined below) or that Executive has ceased any such claimed violation and/or cured any such failure to perform within such 30 day period. (c) In making any determination pursuant to Section 13(a) as to the occurrence of any act or event described in clauses (A) to (C) of paragraph (ii) thereof (each, a “For Cause Event”), each of the following shall constitute convincing evidence of such occurrence: (i) if Executive is made a party to, or target of, any Proceeding arising under or relating to any For Cause Event, Executive’s failure to defend against such Proceeding or to answer any complaint filed against him therein, or to deny any claim, charge, averment, or allegation thereof asserting or based upon the occurrence of a For Cause Event; (ii) any judgment, award, order, decree or other adjudication or ruling in any such Proceeding finding or based upon the occurrence of a For Cause Event; or (iii) any settlement or compromise of, or consent decree issued in, any such Proceeding in which Executive expressly admits the occurrence of a For Cause Event; provided that none of the foregoing shall be dispositive or create an irrebuttable presumption of the occurrence of such For Cause Event; and provided further that the Company’s Board of Directors in person within may rely on any other factor or event as convincing evidence of the occurrence of a For Cause Event. (d) In determining and assessing the detrimental effect of any For Cause Event on the Company and whether such For Cause Event warrants termination of Executive’s employment hereunder, the Company’s Board of Directors shall take the following thirty factors, to the extent applicable and material, into account: (30i) dayswhether the Company’s Board of Directors directed or authorized Executive to take, at which meeting the Executive will have an opportunity or to be heard. Failing such determination and opportunity for hearingomit to take, any termination action involved in such For Cause Event, or approved, consented to or acquiesced in his taking or omitting to take such action; (ii) any award of this Agreement will damages, penalty or other sanction, remedy or relief granted or imposed in any Proceeding based upon or relating to such For Cause Event, and whether such sanction, remedy or relief is sufficient to recompense the Company or any other injured person, or to prevent or to deter the recurrence of such For Cause Event; (iii) whether any lesser sanction would be deemed appropriate and effective; and (iv) any adverse effect that the loss of Executive’s services would have, or be reasonably likely to have occurred without Causehave, upon the Company.

Termination for Cause. (a) The Board of Directors of the Company may terminate this Agreement for “Cause. .” For the purposes of this Agreement, Agreement “Cause” means: shall be defined as: (ai) the Gross negligence, willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company misconduct or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging malfeasance by the Executive in illegal conductconnection with the performance of any material duty for the Company; (ii) The Executive’s continued failure, gross misconduct or after being provided notice specifying the nature of such failure, to comply with a clearly established violation direction of the Company’s written policies President and proceduresChief Executive Officer or the Board with respect to an act, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act omission or failure to act, act on the part of the Executive; (iii) A breach of the Executive’s fiduciary obligations to the Company; (iv) A violation by the Executive of any legal requirement or obligation relating to the Company that the Board of Directors, will acting in good faith, reasonably determines is likely to have a material adverse impact on the Company (unless the Executive had a reasonable good faith belief that the act, omission or failure to act in question was not be considered “willful” unless it is donea violation of such legal requirement or obligation); (v) The Executive’s indictment for, conviction of, or omitted plea of guilty or nolo contendere to be donea felony involving theft, embezzlement, fraud, dishonesty, or any similar offense; (vi) Theft, embezzlement or fraud by the Executive in bad faith or without reasonable belief that connection with the Executive’s action or omission was in performance of his duties for the best interests Company; (vii) A material failure to comply with any lawful direction of the Company. Any actExecutive Chairman, Chief Executive Officer or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company; (viii) A breach of any material obligation imposed on the Executive by this Agreement; (ix) A material violation of the Company’s Code of Ethics and Business Conduct Standard or any other published Company policy; (x) Any act, omission or failure to act on the part of the Executive (including an act, omission or failure to act prior to the commencement of the Executive’s employment with the Company) that results in the inability of the Executive to secure or maintain security clearances necessary or appropriate to Executive’s position with the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members conduct of the Board Company’s business; and (xi) The misappropriation of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without Causematerial business opportunity.

Termination for Cause. The Company In addition to any rights of termination provided in other Articles of this Agreement, Customer may terminate this Agreement for Cause. For purposes of this Agreement, “Cause” meansby giving SATS written notice thereof in the event: (a) the willful SATS materially breaches this Agreement and continued fails to cure such breach within *** following receipt of written notice thereof, provided, however, except for failure of SATS to pay amounts due under this Agreement, that if the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand event for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board notice is given is of Directors believes a nature that may not reasonably be cured within said *** period, then Customer shall not have the Executive has not substantially performed the Executive’s dutiesright to terminate this Agreement under this Section 9.2 for so long as SATS commences good faith efforts to cure such breach within said *** period and diligently pursues such efforts to conclusion; or (b) SATS is unable to perform its obligations as a result of its becoming insolvent or the willful engaging subject of insolvency proceedings, including, without limitation, in the event SATS is judicially declared insolvent or bankrupt, or in the event any assignment is made of SATS’ property for the benefit of its creditors, or in the event a receiver, conservator, trustee in bankruptcy or other similar officer is appointed by a court of competent jurisdiction to take charge of all or any substantial part of SATS’ property, or in the Executive in illegal conduct, gross misconduct event a petition is filed by or a clearly established violation against SATS under any provision of the Company’s Bankruptcy Act now or hereafter enacted, and such proceeding is not dismissed within *** following filing; or (c) fifty percent (50%) or more of the Transponders on the Satellite as of the Effective Date experience (i) a Transponder Failure and/or (ii) an Interruption of ***; or (d) Service is not provided for *** in the aggregate due to a Force Majeure Event(s). In addition to any rights of termination provided in other Articles of this Agreement, SATS may terminate this Agreement by giving Customer written policies notice thereof in the event: (y) Customer materially breaches its payment obligations under this Agreement and proceduresfails to cure such breach within *** following receipt of written notice thereof; or (z) Customer is unable to perform its obligations as a result of its becoming insolvent or the subject of insolvency proceedings, including, without limitation, in each case which the event Customer is materially judicially declared insolvent or bankrupt, or in the event any assignment is made of Customer’s property for the benefit of its creditors, or in the event a receiver, conservator, trustee in bankruptcy or other similar officer is appointed by a court of competent jurisdiction to take charge of all or any substantial part of Customer’s property, or in the event a petition is filed by or against Customer under any provision of the Bankruptcy Act now or hereafter enacted, and demonstrably injurious to the Companysuch proceeding is not dismissed within *** following filing. For purposes *** Certain confidential portions of this provision, an act or failure to act, on the part exhibit were omitted by means of redacting a portion of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests text. Copies of the Company. Any act, or failure exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to act, based on authority given a request for confidential treatment pursuant to a resolution duly adopted by Rule 24b-2 under the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any termination of this Agreement will be deemed to have occurred without CauseSecurities Exchange Act.