Common use of Termination for Cause Clause in Contracts

Termination for Cause. Employer may terminate Employee's employment immediately for "cause" by written notice to Employee. For purposes of this Agreement, a termination shall be for "cause" if the termination results from any of the 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of termination.

Termination for Cause. Employer The Company may terminate Employee's 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. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment immediately with the Company or any of its subsidiaries (other than as a 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 Executive has received written demand of performance from the Board of Directors which specifically sets forth the factual basis for "cause" the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the 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 with the Company or any of its subsidiaries; or (e) Executive’s conviction of, written notice confession to, or plea of guilty or nolo contendere with respect to Employeea felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. For Notwithstanding the foregoing, the Executive shall not be deemed, for purposes of this Agreement, to have been terminated for Cause unless and until there shall have been delivered to the Executive a termination shall be for "cause" if copy of a resolution duly adopted by the termination results from any affirmative vote of not less than two-thirds of the following events: (i) Material breach entire membership of this Agreement; (ii) Documented misconduct as an executive or director the Company’s Board 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 obtain any personal profit (x) from any transaction to which such company is Directors at a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent meeting of the Board of Directors of Employer; called and held for that purpose (iii) Unreasonable neglect after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or refusal to perform her personal legal counsel), finding that, in the 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 reasonable, written instructions faith opinion of the Board Board, the Executive has engaged in the type of Directors of Employerconduct set forth in clauses (a), provided that the instructions do not require Employee to engage in unlawful conduct; or (viib), (c), (d) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision (e) of this Agreement to Section 3.4 and specifying 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 paid through the date of terminationparticulars thereof in reasonable detail.

Termination for Cause. Employer may terminate Employee's employment immediately Executive shall not have the right to receive termination benefits pursuant to Section 5 hereof upon termination for "cause" by Cause. As used herein, “Cause shall mean termination because of Executive’s: (1) material act of dishonesty in performing Executive’s duties on behalf of the Company 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 to Employee. For purposes thereof from the Board; or (6) willful violation of this Agreementany law, a termination shall be for "cause" if rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the termination results from any reputation of the following events: (i) Material breach Company and the Bank, any felony conviction, any violation of this Agreement; (ii) Documented misconduct as an executive or director of Employerlaw involving moral turpitude, or any subsidiary or affiliate violation of Employer a final cease-and-desist order. Notwithstanding the foregoing, prior to a Change in Control, Executive’s termination for which Employee is performing services hereunder including, but Cause will not limited to, misappropriating any funds or property become effective unless the Chief Executive Officer of any such company, or attempting the Bank has delivered to obtain any personal profit (x) from any transaction to which such company is Executive a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest copy of any such company, unlessa Notice of Termination, in either caseaccordance with Section 6 hereof. Following a Change in Control, Employee Executive shall not be deemed to have been Terminated for Cause unless and until there shall have first obtained been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the written consent affirmative vote of not less than a majority of the members of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 days; (iv) Conviction of at 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 reasonable, written instructions meeting of the Board of Directors of Employercalled and held for that purpose (after reasonable notice to Executive and an opportunity for him, provided together with counsel, to be heard before the Board), finding that in the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation good faith opinion of the rules or regulations Board, Executive was guilty of conduct justifying Termination for Cause and specifying the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of terminationparticulars thereof in detail.

Termination for Cause. Employer The Company may terminate Employeethe Executive's employment immediately hereunder for "cause" by written notice to EmployeeCause. For purposes of this Agreement, a termination the Executive shall be considered to be terminated for "causeCause" if the termination results from any of the following events: only upon (i) Material breach the conviction of this Agreement; the Executive of a felony under the laws of the United States or any state thereof, whether or not appeal is taken, (ii) Documented the conviction of the Executive for a violation of criminal law involving the Company and its business, (iii) the willful misconduct as an executive or director of Employerthe Executive, or any subsidiary the willful 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 continued failure by the Executive (except as provided in Section 6(e) hereof) to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unlesssubstantially perform his duties hereunder, in either casecase which has a material adverse effect on the Company; or (iv) the willful fraud or material dishonesty of the Executive in connection with his performance of duties to the Company. However, Employee in no event shall the Executive's employment be considered to have first obtained been terminated for "Cause" unless and until the written consent Executive receives a copy of a resolution adopted by the Board finding that, in the good faith opinion of the Board, the Executive is guilty of acts or omissions constituting Cause, which resolution has been duly adopted by an affirmative vote of a majority of the Board, excluding the Executive and 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 of Employer; 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 (iiiother than items (i) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured (ii) above) 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 reasonable, written instructions 15 days of the Board Executive's receipt of Directors of Employer, provided that such resolution. The foregoing shall not limit the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation right of the rules or regulations Company to suspend the Executive from his day-to-day responsibilities with the Company pending the completion of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement to the contrary, if Employee's employment is terminated for cause, Employee shall forfeit all rights to payments such notice and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through the date of terminationcure procedures.

Termination for Cause. Employer may terminate EmployeeDuring the terms of this Employment Agreement, the Executive's employment immediately may be terminated immediately, with or without written or oral notice, by the Company for "causeCause" by written notice to Employee(as hereinafter defined). For purposes If the Executive's employment with the Company is terminated for "Cause" all compensation described in paragraphs 3.1 through 3.3 of this Agreement, a Employment Agreement will terminate as of the date of such termination shall be of employment. Termination for "causeCause" if is limited to the termination results from following grounds: (i) misappropriation of funds, embezzlement, or willful and 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 or refusal by the Executive to perform his duties in the best interests of the Company and in accordance with the directions given by the Board, the chairman of the board or the president of the Company; or (v) a material breach by the Executive, in the sole opinion of the Company, or any of the following events: (i) Material breach provisions of this Employment Agreement; (ii) Documented misconduct as an executive ; which breach continues after notice of the breach, either oral or director of Employerwritten, 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse the Company to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent Executive. Upon termination of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform Executive for "Cause", the duties assigned to Employee under or pursuant to this AgreementCompany will pay the Executive's salary and other benefits, unless cured within 60 days; (iv) Conviction of a crime involving moral turpitude; (v) Adjudication as a bankruptincluding reimburse the Executive for authorized expenses incurred, 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of terminationtermination 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 for termination of the Executive's employment for "Cause".

Termination for Cause. Employer may (a) Notwithstanding the provisions of this Agreement, the Board of Directors of the Company may, in its sole discretion, terminate Employeethe Executive's employment immediately with the Company for Cause. For the purposes of this Agreement, the Company shall have "causeCause" 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 written notice 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 Cause pursuant to Employeesubsection (c) of this Section 10. For purposes of this Agreementparagraph, a termination no act, or failure to act, on the Executive's part shall be for considered "causewillful" if unless done, or omitted to be done, by him not in good faith or without reasonable belief that his action or omission was in the termination results from any best interest of the following events: (i) Material breach Company; provided that any act or omission to act on the Executive's behalf in reliance upon an opinion of this Agreement; (ii) Documented misconduct as an executive counsel to either the Company or director of Employerthe Bank shall not be deemed to be "willful." Notwithstanding the foregoing, or any subsidiary or affiliate of Employer the Executive shall not be deemed to have been terminated for which Employee is performing services hereunder including, but not limited to, misappropriating any funds or property of any such company, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee Cause unless and until there shall have first obtained been a resolution approved by a majority of the written consent non-officer members of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal the Company finding that, in the good faith opinion of such majority, the Executive was guilty of conduct which is deemed to perform be Cause within the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision meaning of this Agreement paragraph, after notice to the contraryExecutive and an opportunity for him, if Employee's employment is terminated for causetogether with his counsel, Employee shall forfeit all rights to payments be heard before such majority (with the Company Board retaining the right to deliberate without the Executive and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through the date of terminationhis counsel present before and/or after such hearing).

Termination for Cause. Employer During the Term of Employment, the Company may terminate Employee's employment immediately for "cause" by written 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. For purposes 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, a 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 for "cause" if without prejudice to any other remedy to which the termination results from any Company may be entitled either at law, in equity, or under this Agreement. Before the Company may terminate this Agreement by reason of Employee's habitual neglect of or failure to perform the usual and customary duties of his job or policies of the following events: (i) Material breach of this Agreement; (ii) Documented misconduct as an executive or director of EmployerCompany, or any subsidiary or affiliate of Employer for which the Company must first notify Employee is performing services hereunder includingin writing, but not limited to, misappropriating any funds or property of any such company, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party setting forth in detail those duties and/or policies which Employee has an interest habitually neglected or failed to perform, and provide Employee a reasonable period of time, not to exceed thirty (30) days, in which is adverse to cure such neglect or failure. If Employee does not cure the interest specified areas of neglect of failure, the Company may terminate this Agreement immediately by giving Employee written notice. At the time of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement to the contrary, if Employee's employment is terminated termination for cause, Employee shall forfeit all rights be entitled to payments receive any salary and employment benefits otherwise provided pursuant which shall have accrued prior to this Agreement; provided, however, that Base Salary shall be paid through the date of termination, but shall not be entitled to any 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. Employer may At any time during the Employment Term, the Company shall have the right, exercisable by serving notice effective in accordance with its terms, to terminate Employeethe Executive's employment immediately under this Agreement and discharge the Executive for "cause" by written Cause. 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 to Employeeof termination (which date shall not be retroactive). For purposes of As used in this Section 5.2 and elsewhere in this Agreement, a termination the term "Cause" shall be for "cause" if the termination results from any of the following events: mean that (i) Material there shall have been a material breach by Executive of the terms of this Agreement; 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 or refusal by Executive to perform the material duties for which he is employed or which are assigned to him hereunder or chronic absenteeism; (ii) Documented misconduct as an the Executive has knowingly, willfully and persistently failed or refused to follow the reasonable policies and directives established by the Board of Directors or executive officers of the Company senior to the Executive; (iii) the Executive has wrongfully misappropriated money or director other assets or properties of Employerthe Company or any subsidiary or affiliate of the Company, or has committed fraud; (iv) the 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 held liable for monetary damages by a court 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 obtain any personal profit (x) from any transaction to which such company is competent jurisdiction as a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent result of the Board commission by Executive of, an act of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 days; (iv) Conviction of a crime involving moral turpitude; ; or (v) Adjudication as a bankrupt, which adjudication has not been contested in good faiththe Executive's alcoholism or drug addiction, unless bankruptcy is caused directly Executive agrees to seek treatment from a treatment program approved by Employer's unexcused failure to perform its obligations under this Agreement; (vi) Documented failure to follow the reasonable, written instructions Company and promptly commences and completes the program. The determination on behalf of the Company as to whether "cause" exists shall be made by a majority vote of the Company's Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of terminationDirectors.

Termination for Cause. Employer SCS may immediately terminate Employee's employment immediately this Agreement for "cause" by written notice to Employee. For purposes of this Agreement, a termination shall be for "cause" cause if the termination results from it determines that any of the following events: circumstances have occurred: (ia) Material breach The Contractor is adjudged bankrupt or has made a general assignment for the benefit of its creditors; (b) All or a part of the Services have been abandoned; (c) Contractor has violated of any of the provisions of this Agreement; (ii) Documented misconduct as an executive or director of Employer. 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, or any subsidiary or affiliate of Employer for which Employee is performing services hereunder including, including but not limited to, misappropriating termination of the Agreement, suspension and debarment from future contracting opportunities, and withholding and/or forfeiture of compensation due and owing on any funds contract between the parties. General Indemnity. It is expressly agreed that SCS will not assume liability for any injury (including death) to any persons or damage to any property arising out of any such companythe acts or omissions of the above named Contractor. Further, or attempting to obtain any personal profit (x) the extent permitted by law, Contractor will defend, indemnify and hold SCS harmless from any transaction and all demands, claims, suits, actions and legal proceedings brought against the SCS, its board members, officers, employees or agents arising out of alleged acts or omissions by Contractor in the course of performing Services to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or SCS pursuant to this Agreement. The foregoing provisions shall include, unless cured within 60 days; (iv) Conviction but not be limited to, any judgments, awards, settlements, reasonable attorney fees, and costs and expenses incurred by SCS in connection with the defense of a crime involving moral turpitude; (v) Adjudication as a bankruptany actual or threatened action, which adjudication has proceeding or claim. Patent Indemnification. Contractor warrants that any goods or Services furnished hereunder do not been contested in good faithinfringe or violate any United State or Canadian patent, unless bankruptcy is caused directly trademark, copyright, trade secret or other proprietary right of 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 or by Employer's unexcused failure to perform its obligations under reason of any actual or alleged claim of infringement. This indemnification shall survive the expiration or termination of this Agreement; (vi) Documented failure to follow the reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of termination.

Termination for Cause. Employer Notwithstanding Clause 11.1, this Agreement may terminate Employee's employment immediately for "cause" be terminated at any time (including during the Initial Term) by written notice to Employee. For purposes of this Agreement, a termination shall be for "cause" if the termination results from any of the following eventsas follows: (ia) Material by the Trustee, if the Custodian ceases to offer the services contemplated by this Agreement to its clients or proposes to withdraw from the Bullion business; (b) by the Trustee, 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 series of breaches by the Custodian under this Agreement which detrimentally affects the ability of the Trustee 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; (iid) Documented misconduct as an executive or director of Employerby the Custodian, or if there is 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unlessevent which, in either casethe Custodian’s reasonable view, Employee shall have first obtained indicates the written consent of Trust’s or the Board of Directors of EmployerSponsor’s insolvency or impending insolvency; (iiie) Unreasonable neglect or refusal by the Custodian if it becomes unlawful for the Sponsor to perform pay the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 daysfees and expenses set out in Clause 9 (Fees and Expenses); (ivf) Conviction of a crime involving moral turpitudeby the Trustee, if there is any event which, in the Trustee’s sole view, indicates the Custodian’s insolvency or impending insolvency; (vg) Adjudication as a bankruptby the Trustee, which adjudication has not been contested in good faith, unless bankruptcy if the Trust is caused directly by Employer's unexcused failure to perform its obligations under this Agreementbe terminated; (vih) Documented failure by the Trustee or the Custodian, if the Allocated Account Agreement ceases to follow the reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage be in unlawful conductfull force and effect at any time; or (viii) Any documented violation of by the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement to the contrary, if Employee's employment is terminated for cause, Employee shall forfeit all rights to payments and benefits otherwise provided Custodian pursuant to this Agreement; provided, however, that Base Salary shall be paid through the date of terminationClause 8.3 (Sanctions).

Termination for Cause. Employer may terminate Employee's employment immediately for "cause" by written notice to Employee. For purposes of this Agreement, a termination shall be for "cause" if the termination results from any of the 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party Notwithstanding anything contained in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement to the contrary, Company shall have the right to terminate the employment of Executive for Cause. Cause means: a. Executive’s gross misconduct; b. Executive shall inexcusably violate or willfully refuse to obey the lawful and reasonable instructions of the President and Chief Executive Officer or the Board of Directors of the Company; or c. Executive’s conviction (including a plea of nolo contendere) of willfully engaging in 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. An act, or failure to act, will be considered “gross” or “willful” for this purpose only if Employee's done, or omitted to be done, by Executive in bad faith and without reasonable belief that it was in, or not opposed to, the best interests in the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Company’s Board of Directors (or a committee thereof) or based upon the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. It is 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 reasonably known the Executive engaged in those activities. Notwithstanding the foregoing, Executive may not be terminated for Cause unless and until there has been delivered to him 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 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 the Board Executive was guilty of the conduct set forth above in clauses a., b., or c. of this definition and specifying the particulars thereof in detail. Where the employment of the Executive is terminated for cause, Employee shall forfeit all rights to payments and benefits otherwise provided pursuant to this Article IV, Section 4.3 of this Agreement; provided, however, that Base Salary such termination shall be paid through effective upon the date delivery of terminationnotice thereof to Executive.

Termination for Cause. Employer (a) The Company may terminate Employee's employment immediately for "cause" by this Agreement effective upon thirty (30) days’ prior written notice of termination from the Company to Employee. For purposes the Manager, without payment of this Agreementany Termination Fee, a termination shall be for "cause" if the termination results from any of the following events: (i) Material breach of this Agreement; (ii) Documented misconduct as an executive or director of Employer, or the Manager materially breaches 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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, (ii) the Manager engages in any act of fraud, misappropriation of funds, or embezzlement against the Company, (iii) there is an event of any gross negligence on the part of the Manager in the performance of its duties under this Agreement, (iv) there is a Change of Control of the Manager and a majority of the 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 contraryability 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 Employee's employment is terminated 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 such default shall continue for cause, Employee shall forfeit all rights to payments a period of 30 days after written notice thereof specifying such default and benefits otherwise provided pursuant to requesting that the same be remedied in such 30 day period. (d) The Manager may terminate this Agreement; provided, howeverwithout the Company being required to pay the Termination Fee, that Base Salary shall be paid through in the date of terminationevent the Company becomes regulated as an “investment company” under the Investment Company Act, with such termination deemed to have occurred immediately prior to such event.

Termination for Cause. Employer The Company may terminate Employee's the employment immediately for "cause" by written notice to Employee. For purposes of this Agreement, a termination shall be for "cause" the Executive hereunder if the termination results from any of the following events: Executive (i) Material breach commits any violation of this Agreement; any law, rule or regulation or of a cease and desist order with respect to Premier, the Company or any of their subsidiaries (each hereinafter referred to as a "Subsidiary") which has become final, (ii) Documented misconduct as an executive engages or director participates in any unsafe or unsound practice in connection with Premier, the Company or any Subsidiary regardless of Employerwhether actual harm or damages result to Premier, the Company or any Subsidiary, (iii) commits or engages, or fails to commit or engage, in any act or practice, which action or practice or the failure to engage in such action or practice involves personal dishonesty on the part of the Executive or demonstrates a willful or continuing disregard for the best interests of Premier, the Company, or any subsidiary Subsidiary, (iv) is adjudicated to be of an unsound mind, (v) is adjudicated to be bankrupt, (vi) intentionally destroys the property of Premier, the Company or affiliate of Employer for which Employee is performing services hereunder any Subsidiary, (vii) breaches or violates in any material respect any agreement with Premier, the Company or any Subsidiary signed by the Executive, including, but not limited to, misappropriating this Agreement and any funds other confidentiality and nondisclosure agreements, (viii) engages in dishonorable or property of disruptive behavior, practices or acts that would be reasonably expected to harm or bring into disrepute Premier, the Company or any such companySubsidiary, or attempting to obtain any personal profit of their businesses or employees, (ix) is convicted of a felony, or (x) from any transaction continually fails to which such company is substantially perform his duties under Section 3 hereof for a party or period of thirty (y30) from any transaction with any third party in which Employee has an interest which is adverse days (other than as a result of a disability pursuant to Section 6(g) hereof) after delivery by the Company to the interest Executive of any a written demand for substantial performance, stating with reasonable detail the nature of such companyfailure and affording the Executive an opportunity, unlessas soon as practicable, in either case, Employee shall have first obtained to correct the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect acts or refusal to perform the duties assigned to Employee under or omissions specified. Termination pursuant to this Agreement, unless cured within 60 days; (ivSection 6(a) Conviction of a crime involving moral turpitude; (v) Adjudication shall be referred to herein 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of termination."

Termination for Cause. Employer may terminate EmployeeThe Employer, upon a vote of the Company's employment immediately for "cause" by written notice to Employee. For purposes Board of this Agreement, a termination Directors (excluding the Executive) shall be for "cause" if entitled to immediately terminate the termination results from Executive's services in any of the following eventscircumstances, each of which shall constitute "cause" for such termination: (ia) Material the breach by Executive, in any material respect, of this AgreementAgreement (including, without limitation, the refusal or other failure by Executive to perform any of Executive's duties hereunder other than a failure to perform resulting from death or physical or mental disability) and failure by Executive to cure such breach within ten (10) days of written notice thereof from the Company; (iib) Documented misconduct as an executive the commission by Executive of any act of dishonesty, fraud, intentional material misrepresentation or director of Employermoral turpitude in connection with his employment, or any subsidiary or affiliate of Employer for which Employee is performing services hereunder including, but not limited to, misappropriating misappropriation or embezzlement of any funds of the Company or property any of its affiliates; (c) the commission by Executive of any such company(1) willful misconduct or gross negligence, or attempting (2) intentional act having the effect of injuring the reputation, business or business relationships of the Company or any of its affiliates, and which intentional act would not reasonably be deemed to obtain any personal profit be in the best interests of the Company; (xd) from any transaction the entering by the Executive of a plea of guilty or nolo contendere to, or the conviction of Executive for, 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 degree which such company is a party or interferes with his performance on behalf of the Company; (yf) from any transaction with any third party in which Employee has an interest which is adverse to the interest Executive's deliberate disregard of any such company, unless, in either case, Employee shall have first obtained the written consent lawful material rule or policy of the Company or order of the Company's Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 and failure to perform its obligations under this Agreement; cure the same within ten (vi10) Documented failure to follow days of written notice thereof from the reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conductCompany; or (viig) Any documented violation excessive absenteeism of Executive other than for reasons of illness, after written notice from the rules or regulations of Company with respect thereto. If the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement to the contrary, if Employee's employment Executive is terminated for causeany of the causes referred to in the above sub-paragraphs (a) through (g), Employee all obligations of the Employer under this Agreement (except for obligations specifically referred to as continuing) shall forfeit all rights automatically cease, and the Executive shall not be entitled to any salary, payments and or other benefits otherwise provided pursuant to payable under this Agreement; provided, however, Agreement that Base Salary arise after the last day of employment. The Executive shall be paid 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 of any such Termination for Cause, the Executive's obligations and agreements under Sections 21 through 24 hereof shall continue in full force and effect in the date of terminationmanner and on the terms set forth herein.

Termination for Cause. Employer The Company may terminate Employee's employment immediately for "cause" at any time by written notice to Employeethe Executive terminate the Term of the Executive’s employment hereunder for Cause and the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of such notice except for the payment or provision, as applicable, of (i) the portion of the 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 (iii) other payments, entitlements or benefits (if any), in accordance with terms of the applicable plans, programs, arrangements or other agreements of the Company or any affiliate thereof (other than any severance plan or policy) as to which the Executive held rights to such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise, on the date of termination (“Other Benefits”). For purposes of this Agreementhereof, a termination the term “Cause” shall be for "cause" if the termination results from any mean; (a) conviction of the following events: (i) Material breach of this Agreement; (ii) Documented misconduct as an executive or director of EmployerExecutive for any crime constituting a felony in the jurisdiction in which committed, or for any subsidiary other criminal act against the Company or affiliate of Employer for which Employee is performing services hereunder including, but its subsidiaries involving dishonesty or willful misconduct intended to injure the Company or its subsidiaries (whether or not limited to, misappropriating any funds a felony and whether or property of any such company, not criminal proceedings are initiated); (b) failure or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent refusal of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal Executive in any material respect to perform the duties assigned to Employee under of Executive’s employment 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 reasonable, written instructions lawful and proper directives of the Board of Directors of EmployerCompany’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 after written notice thereof specifying the nature of such failure or refusal and requesting that it be cured is given by the instructions do not require Employee Company to engage in unlawful conductthe Executive; or (viic) Any documented violation breach by the Executive of the rules provisions of Sections 5.1, 5.2, 5.3, 5.4, or regulations 5.5; or (d) any willful or intentional act of the Office Executive committed for the 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 property of the Comptroller of Company or the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of terminationsubsidiaries.

Termination for Cause. Employer The Board may terminate Employeethe Executive's --------------------- employment immediately by the Companies under this agreement for cause; however, for purposes of this agreement "cause" by written notice to Employee. For purposes of this Agreement, a termination shall be for "cause" if the termination results from any of the following events: mean only (i) Material breach the Executive's confession or conviction of this Agreement; theft, fraud, embezzlement, or other crime involving dishonesty, (ii) Documented misconduct as an executive or director the Executive's excessive absenteeism (other than by reason of Employerphysical injury, disease, or any subsidiary or affiliate of Employer for which Employee is performing services hereunder includingmental illness) without a reasonable justification, but not limited to, misappropriating any funds or property of any such company, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform material violation by the Executive of the provisions of Paragraph 11, (iv) habitual and material negligence by the Executive in the performance of his duties assigned to Employee and responsibilities under or pursuant to this Agreement, unless cured agreement and failure on the part of the Executive to cure such negligence within 60 days; twenty (iv20) Conviction days after his receipt of a crime involving moral turpitude; written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such negligence, (v) Adjudication as a bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly material non-compliance by Employer's unexcused the Executive with his obligations under Paragraph 9 and failure to perform its obligations under this Agreement; 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 reasonable detail the particulars of such non-compliance, (vi) Documented material failure by the Executive to follow the reasonable, written instructions comply with a lawful directive of the Board or the Chief Executive Officer of Directors CSGS and failure to cure such non- compliance within twenty (20) days after his receipt of Employera written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation 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 rules or regulations Executive in the performance of his duties under this agreement. In no event shall the results of operations of the Office Companies or any business judgment made in good faith by the Executive constitute an independent basis for termination for cause of the Comptroller Executive's employment under this agreement. Any termination of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement to the contrary, if EmployeeExecutive'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 conduct constituting the cause for such termination. If the Executive's employment under this agreement is terminated by the Board for cause, Employee then the Executive shall forfeit all rights be entitled to payments receive the following compensation and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through from the date of termination.Companies:

Termination for Cause. Employer may terminate Employee's employment immediately for "cause" by written notice to Employee. “Termination For purposes of this Agreement, a termination Cause” shall be for "cause" if mean the termination results from any by NMHC of Executive’s employment with NMHC as the following events: result of (i) Material breach the failure of this Agreement; Executive substantially to perform Executive’s duties hereunder; (ii) Documented Executive’s engaging in misconduct as an executive that has caused 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of reasonably expected by the Board of Directors of Employer; to cause material injury to NMHC or all NMHC Entities taken as a whole; (iii) Unreasonable neglect or refusal Executive’s violation of any material policy of NMHC, including without limitation i▇▇▇▇▇▇ ▇▇▇▇▇▇▇, harassment and discrimination policies, copies of which have been provided to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 days; Executive in writing; (iv) Conviction Executive’s indictment or conviction of, or entering a plea of guilty or nolo contendere to, a crime involving moral turpitude; that constitutes a felony; or (v) Adjudication as a bankruptthe material breach by Executive of any of Executive’s obligations hereunder or under any other written agreement or covenant with NMHC or any NMHC Entity, which adjudication has in each case in clauses (i), (ii), (iii) and (v) after receipt of written notice from NMHC specifying the grounds for Termination for Cause and (only in the event that the nature of the grounds, in the good faith opinion of the Board, are not been contested in good faith, unless bankruptcy is caused directly related to any willful misconduct or dishonesty of Executive and otherwise are able to be cured) failure by Employer's unexcused failure Executive to cure such breach within fifteen (15) days from receipt of notice. Executive’s inability to perform its Executive’s obligations under this Agreement; (vi) Documented failure to follow the reasonableAgreement 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, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 Executive shall be paid through the Accrued Obligations within three (3) business days following the effective date of terminationtermination but shall not be 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 their terms.

Termination for Cause. Employer The Company may terminate Employee's Executive’s employment immediately and all of the Company’s obligations under this Agreement (except as provided in Section 3.2(b), below), at any time for "cause" Cause (as defined below) by giving written notice to EmployeeExecutive stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. For purposes “Cause” shall mean any of the following: (1) Executive has materially breached this Agreement, a termination shall be for "cause" if any other agreement to which Executive and the termination results from any of the following events: (i) Material breach of this Agreement; (ii) Documented misconduct as an executive or director of EmployerCompany are parties, or any subsidiary Company policy (including the Company’s policy against unlawful harassment), or affiliate of Employer for which Employee is performing services hereunder 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, misappropriating 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 such company, material act of dishonesty; or attempting (7) Executive has attempted to obtain any a personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee the Company has an interest interest, and which constitutes a corporate opportunity of the Company, or which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent interests of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this AgreementCompany, unless cured within 60 days; (iv) Conviction the transaction was approved in writing by the Board after full disclosure of a crime involving moral turpitude; (v) Adjudication as a bankruptall details relating to such transaction. For purposes of this Section 3.1(b), which adjudication has not been contested in good faithno act, unless bankruptcy is caused directly by Employer's unexcused or failure to perform its obligations under this Agreement; (vi) Documented failure act, on Executive’s part will be deemed “willful” unless done, or omitted to follow the reasonablebe done, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage by Executive in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of terminationbad faith.

Termination for Cause. Employer The Company may terminate Employee's employment 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 Cause (as defined herein.) Termination for Cause shall be effective immediately for "cause" by upon delivery of written notice thereof by the Company to EmployeeConsultant 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, a termination “Cause” shall be for "cause" if the termination results from any of the following events: mean: (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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 Consultant’s failure to perform its obligations under this Agreement; (vi) Documented failure duties to follow the reasonable, written instructions standards and requirements of the Board Company or neglect of Directors duties for which employed or misconduct in the performance of Employersuch duties, provided that all of such facts to be determined by the instructions do not require Employee to engage Company in unlawful conductits good faith judgment; or (viiii) Any documented violation Consultant committing fraud, misappropriation or embezzlement; (iii) Consultant’s commission or conviction of, or entry of the rules a plea of guilty, any felony or regulations of the Office of the Comptroller of the Currency or of misdemeanor involving moral turpitude; (iv) Consultant breaching any other regulatory agency. Notwithstanding any other term or 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 or any affiliate of the Company; (vii) Consultant misusing or abusing prescription drugs during working hours or while on the property of or in a vehicle of the Company or any affiliate of the Company; (viii) Consultant having present in his body illegal drugs in any amount during working hours or while on the property on in a vehicle of the Company or any affiliate of the Company; (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 contraryCompany reasonably suspects that Consultant is in violation of (vi) through (viii) above. Upon termination of this Agreement as provided in this Section 3.1, if Employee's employment is terminated for causethe Agreement shall terminate and be of no further force and effect, Employee shall forfeit all rights to payments and benefits otherwise except as provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through the date of terminationin Section 5.3.

Termination for Cause. Employer The Company may terminate Employee's the Executive’s employment immediately for "cause" by written notice to Employee. For purposes of this Agreement, a termination shall be Cause for "cause" if the termination results from any of the following events: reasons: (i) Material breach an act or acts of this Agreement; dishonesty or fraud on the part of the Executive resulting or intended to result directly or indirectly in substantial gain or personal enrichment to which the Executive was not legally entitled at the expense of the Company or any of its subsidiaries; (ii) Documented misconduct as an executive a willful material breach by the Executive of his duties or director of Employer, responsibilities under this Agreement resulting in demonstrably material injury to the Company 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; its subsidiaries; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 days; (iv) Conviction Executive’s conviction of a felony or any crime involving moral turpitude; , (iv) habitual neglect or insubordination (defined as refusal to execute or carry out directions from the Board or its duly appointed designees) where the Executive has been given written notice of the acts 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 (v) Adjudication as a bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly material breach by Employer's unexcused failure to perform its the Executive of any of his obligations under this Agreement; (vi) Documented failure the Confidentiality and Non-Compete Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right to follow terminate the reasonable, Executive’s employment for Cause by giving the Executive written instructions notice of termination specifying in reasonable detail the circumstances constituting such Cause. In the event of such termination of the Board of Directors of EmployerExecutive’s employment for Cause, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 Executive shall be paid entitled to receive only (i) his base salary earned through the date of terminationsuch termination of employment plus his base salary for the period of any vacation time earned but not 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 other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination 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. The Executive will not be entitled to a bonus payment.

Termination for Cause. Employer The Bank may terminate Employee's the Executive’s employment immediately for "cause" by “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 Employeethe Executive by the Bank; or (iv) has willfully failed or refused (A) to comply with any material term or provision of this 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 the 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, a termination no act or failure to act, on the Executive’s part shall be for "cause" if considered “willful” unless done, or omitted to be done, by the termination results from any Executive not in good faith without reasonable belief that the Executive’s action or omission was in the best interest of the 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of terminationBank.

Termination for Cause. Employer may terminate EmployeeTermination by the Company of the Executive's employment immediately for cause (hereinafter referred to as "causeTermination for Cause), shall mean termination upon (i) the willful and continued failure by the Executive to substantially perform, on an "as-needed" basis, the Executive's material duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental 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 notice demand for substantial performance is delivered to Employeethe Executive by the Board, which demand specifically identifies the material duties that the Board believes that the Executive has not substantially performed, or (ii) the willful engaging by the Executive in conduct that is demonstrably and materially injurious to the Company, 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 Paragraph 6, no act, or failure to act, on the Executive's part, shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's action or omission was in the best interest of the Company, or (iii) the conviction of the Executive of a felony, limited solely for a crime related to the business operations of the Company, or that results in the Executive being unable to substantially 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 this paragraph to the contrary notwithstanding, the Executive shall not be deemed to have been terminated for Termination for Cause unless and until the Board duly adopts a termination shall be for "cause" if resolution by the termination results from any affirmative vote of no less than three-quarters (3/4) of the following events: entire membership of the Board, at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct described in Subparagraphs (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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement paragraph and specifying the particulars thereof in detail and a certified copy of such resolution is delivered 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 paid through the date of terminationExecutive.

Termination for Cause. Employer The Company may terminate Employee's Executive’s employment immediately and all of the Company’s obligations under this Agreement, except as provided in Section 3.2(b), below, at any time for "cause" Cause (as defined below) by giving written notice to EmployeeExecutive stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. For purposes “Cause” shall mean any of the following: (i) Executive has materially breached this Agreement, a termination shall be for "cause" if any other agreement to which Executive and the termination results from any of the following events: (i) Material breach of this Agreement; (ii) Documented misconduct as an executive or director of EmployerCompany are parties, or any subsidiary Company policy, or affiliate of Employer for which Employee is performing services hereunder 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, misappropriating Executive’s substantial failure or willful refusal to perform Executive’s duties and responsibilities to the Company (other than as a result of Executive’s Death or Disability); (ii) 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; (iii) Executive has taken any action substantially likely to result in material discredit to or material loss of business, reputation or goodwill of the Company; (iv) Executive has failed to follow resolutions that have been approved by a majority of the Board concerning the operations or business of the Company; (v) 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; (vi) Executive has misappropriated funds or property of the Company or engaged in any such company, material act of dishonesty; or attempting (vii) Executive has attempted to obtain any a personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee the Company has an interest interest, and which constitutes a corporate opportunity of the Company, or which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent interests of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this AgreementCompany, unless cured within 60 days; (iv) Conviction of a crime involving moral turpitude; (v) Adjudication as a bankrupt, which adjudication has not been contested the transaction was approved in good faith, unless bankruptcy is caused directly writing by Employer's unexcused failure to perform its obligations under this Agreement; (vi) Documented failure to follow the reasonable, written instructions of the Board after full disclosure of Directors of Employer, provided that the instructions do not require Employee all details relating to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of terminationsuch transaction.

Termination for Cause. Employer (1) The Company may terminate Employeethe Executive's employment immediately and the Employment Period for "cause" by written notice to EmployeeCause. For the purposes of this Agreement, a the Company shall have "CAUSE" to terminate employment hereunder only (A) 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 by the Executive substantially to perform his duties with the Company (other than any such failure resulting from incapacity due to mental or physical illness) after a demand in writing for substantial performance is delivered by the Board of Directors, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, and such failure results in demonstrably material injury to the Company. The Executive's employment shall in no event be considered to have been terminated by the Company for "cause" Cause if such termination took place as the termination results from any result of the following events: (i) Material breach of this Agreement; bad judgment or negligence, or (ii) Documented misconduct as an executive any act or director omission without intent of Employergaining therefrom directly or indirectly a profit to which the Executive was not legally entitled, or (iii) any subsidiary act or affiliate of Employer for which Employee is performing services hereunder including, but omission believed in good faith to have been in or not limited to, misappropriating any funds or property of any such company, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse opposed to the interest of the Company, or (iv) any such company, unlessact 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 either case, Employee each case as in effect at the time of such act or omission. The Executive shall not be deemed to have been terminated for Cause unless and until there shall have first obtained been delivered to him a copy of a resolution duly adopted by the written consent affirmative vote of not less than three-quarters of the entire membership of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 days; (iv) Conviction of at 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 reasonable, written instructions meeting of the Board of Directors called and held for the purpose (after not less than thirty (30) days' written notice to the Executive and an opportunity for him together with his counsel, to be heard before the Board of EmployerDirectors, provided that such notice of meeting to indicate the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or 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 contraryprovision so indicated), if Employeefinding that in the good faith opinion of the Board of Directors the Executive was guilty of conduct set forth above in clauses (A) or (B) of the second sentence of this paragraph and specifying the particulars thereof in detail. (2) If the Executive's employment is shall be terminated for causeCause, Employee the Company shall forfeit all rights to payments and benefits otherwise provided pursuant to this Agreement; providedpay the Executive within ten (10) days of such termination, however, that his unpaid Base Salary shall be paid Compensation through the date Employment Termination Date at the rate in effect at the time Notice of terminationTermination is given, plus (2) any expenses incurred in accordance with Section 6 hereof.

Termination for Cause. Employer may The Company shall have the right to immediately terminate Employee's Executive’s employment immediately for "cause" by written notice to EmployeeCause. For purposes of this Agreement, a termination for “Cause” shall solely be for "cause" if the termination results from any of the following events: defined as: (i) Material Executive’s fraud, misappropriation, embezzlement or other act of dishonesty in connection with the Company’s business; (ii) Executive’s willful 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 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 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. 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 breach continues after a written demand for performance or cure has been delivered to Executive by the Board that specifically identifies how Executive has failed to perform or is otherwise in 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 obtain any personal profit (x) from any transaction to which such company is a party or and (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect conduct or refusal to perform the 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 breach has not been contested cured by Executive within thirty (30) days following Executive’s receipt of such written demand. For purposes of this Section, no act, or failure to act, on the part of Executive shall be deemed to constitute Cause if done, or omitted to be done, by Executive in good faithfaith and with reasonable belief that his action or omission was in the best interests of the Company. Any act, unless bankruptcy is caused directly by Employer's unexcused or failure to perform its obligations under this Agreement; (vi) Documented failure act, based on authority given pursuant to follow a resolution duly adopted by the reasonableBoard or on the advice of counsel for the Company shall be conclusively presumed to be done, written instructions or omitted to be done, by the Executive in good faith and in the best interests of the Board Company. In the event of Directors a termination for Cause, Executive shall be entitled receive, payment of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 his Base Salary shall be paid through the date of termination, and reimbursement of business expenses incurred consistent with Company policy through the date of termination (“Accrued Obligations).

Termination for Cause. Employer may terminate Employee's employment immediately The following events, which for purposes of this Agreement shall constitute "cause" for termination with the 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 any aspect of the Company'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 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 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 EmployeeExecutive of such failure and that is determined by the Board to be injurious to the business or interests of the Company and which failure is not cured by Executive within such 30 day period in the Board's sole determination. For purposes Any notice of this Agreement, a termination discharge shall be describe with reasonable specificity the cause or causes for "cause" if the termination results from of Executive's employment, as well as the effective date of the termination (which effective date may be the date of such notice). If the Company terminates Executive's employment for any of the following events: (i) Material breach of this Agreement; (ii) Documented misconduct as an executive or director of Employerreasons set forth above, 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee Company shall have first obtained no further obligations hereunder from and after the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the effective date of terminationtermination (other than as set forth below).

Termination for Cause. Employer may (a) Notwithstanding the provisions of this Agreement, the Board of Directors of the Company may, in its sole discretion, terminate Employeethe Executive's employment immediately with the Company for Cause. For the purposes of this Agreement, the Company shall have "causeCause" 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 written notice 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 Cause pursuant to Employeesubsection (c) of this Section 10. For purposes of this Agreementparagraph, a termination no act, or failure to act, on the Executive's part shall be for considered "causewillful" if unless done, or omitted to be done, by her not in good faith or without reasonable belief that her action or omission was in the termination results from any best interest of the following events: (i) Material breach Company; provided that any act or omission to act on the Executive's behalf in reliance upon an opinion of this Agreement; (ii) Documented misconduct as an executive counsel to either the Company or director of Employerthe Bank shall not be deemed to be "willful." Notwithstanding the foregoing, or any subsidiary or affiliate of Employer the Executive shall not be deemed to have been terminated for which Employee is performing services hereunder including, but not limited to, misappropriating any funds or property of any such company, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee Cause unless and until there shall have first obtained been a resolution approved by a majority of the written consent non-officer members of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal the Company finding that, in the good faith opinion of such majority, the Executive was guilty of conduct which is deemed to perform be Cause within the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision meaning of this Agreement paragraph, after notice to the contraryExecutive and an opportunity for her, if Employee's employment is terminated for causetogether with her counsel, Employee shall forfeit all rights to payments be heard before such majority (with the Company Board retaining the right to deliberate without the Executive and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through the date of terminationher counsel present before and/or after such hearing).

Termination for Cause. Employer (1) The Company may terminate Employeethe Executive's employment immediately and the Contract Term for "cause" by written notice to EmployeeCause. For the purposes of this Agreement, a the Company shall have "Cause" to terminate employment hereunder only (a) if termination shall be for "cause" have been the 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 termination results from any 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 following events: Company; or (ic) Material breach upon the wilful and continued failure by the Executive substantially to perform his duties with the Company (other than any such failure resulting from incapacity due to mental or physical illness) after a demand in writing for substantial performance is delivered by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, and such failure results in demonstrably material injury to the Company. The Executive'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 this Agreement; (iia) Documented misconduct as an executive bad judgment or director of Employernegligence, or (b) any subsidiary act or affiliate of Employer for which Employee is performing services hereunder including, but omission believed in good faith to have been in or not limited to, misappropriating any funds or property of any such company, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse opposed to the interest of any such company, unless, in either case, Employee the Company. The Executive shall not be deemed to have been terminated for Cause unless and until there shall have first obtained been delivered to him a copy of a resolution duly adopted by the written consent affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of Directors the Board (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of Employer;the Board the Executive was guilty of conduct set forth above in clauses (a), (b) or (c) of the second sentence of this paragraph and specifying the particulars thereof in detail. (iii2) Unreasonable neglect or refusal If the Executive's employment shall be terminated for Cause, the Company 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 no further obligations to perform the 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 Executive under this Agreement; (vi) Documented failure to follow the reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of termination.

Termination for Cause. Employer The Board may terminate Employee's Executive’s employment immediately hereunder for "cause" by written notice to EmployeeCause or without Cause. For purposes of this Agreement, a Agreement termination for “Cause” shall be for "cause" if the mean termination results from any of the following events: because (i) Material Executive: (A) committed a significant act of dishonesty, deceit or breach of fiduciary duty in the performance of 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 duties of such employment after a written demand for performance is given to Executive by the Board, which demand specifically identifies the manner in which the Board believes Executive has 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 violation 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 (ii) Documented misconduct as an 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 experience, skill and other qualifications required to ensure compliance with such order and Bancshares or director any of Employerits subsidiaries regulators have determined that Executive does not meet these qualifications. Termination under this Paragraph shall not prejudice any remedy that Bancshares may have at law, in equity, 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of termination.

Termination for Cause. Employer may terminate Employee's employment immediately for "cause" by written notice to Employee. For purposes of this Agreement, a termination shall be for "cause" if the termination results from any of the following events: (i) Material 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) Documented 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 includinghereunder, but not limited to, misappropriating any funds or property of any such company, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is material and adverse to the interest interests, monetary or otherwise, of Employer or any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors subsidiary or affiliate of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 daysthirty (30) days following Employer’s written notice to Employee specifying the nature of the neglect or refusal; (iv) Conviction of a crime involving any act of dishonesty or moral turpitude, or the commission of a felony; (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 reasonable, written instructions of the Board of Directors of Employer or Employer’s President and Chief Executive Officer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented A willful violation of the rules a material rule or regulations regulation of the Office of the Comptroller of the Currency or of any other regulatory agencyagency governing Employer or any subsidiary or affiliate of Employer. Notwithstanding any other term or provision of this Agreement 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 paid through the date of termination.

Termination for Cause. Employer may terminate Employee's employment immediately Executive shall have no right to compensation or other benefits (except for "cause" by written notice to Employeevested benefits under any employee benefit plan) for any period after a Termination for Cause. For purposes of this Agreement, a termination Termination for Cause shall be for "cause" if determined by the termination results from any of the 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unlessCEO, in either case, Employee shall have first obtained the written consent reasonable exercise of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 his discretion and acting in good faith, unless bankruptcy in accordance with this sub-paragraph and subject to the approval of the Company’s board of directors. Termination for Cause is caused directly by Employer's unexcused a termination of Executive’s employment as a result of Executive’s personal dishonesty, willful or reckless misconduct, willful or reckless breach of fiduciary duties; intentional failure to perform its obligations under this Agreement; stated duties; willful or reckless violation of any law, rule, or regulation (viother 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; the regulatory suspension or removal of Executive as defined in Agreement paragraphs 8(a) Documented and 8(b); Executive’s failure to follow the reasonable, reasonable written instructions of the Board CEO or the board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation directors of the rules Company; or regulations of the Office of the Comptroller of the Currency or Executive’s material breach of any other regulatory agency. Notwithstanding any other term or provision of this Agreement. The termination of Executive’s employment shall not be deemed to be a Termination for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted in good faith by the affirmative vote of not less than two-thirds of the membership of the Company’s board of directors (other than Executive and any other employees who serve on such board of directors) at a meeting of such board called and held for such purpose (after at least thirty (30) days prior written notice of such meeting and Executive’s alleged improper conduct is provided to Executive and Executive is given an opportunity to be heard 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. The CEO, in his discretion, with the approval of the Company’s board of directors, may suspend Executive, with pay, for all or any portion of the period of time from the delivery of the notice described in this Agreement to paragraph 7(a) until the contrary, if Employee's employment is terminated effective time of the Termination for cause, Employee shall forfeit all rights to payments and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through the date of terminationCause.

Termination for Cause. The Employer may terminate Employee's the Executive’s employment immediately at any time for "cause" Cause, after providing Executive with at least 30 days’ notice of such proposed termination and 15 days to remedy the alleged defect. In this Agreement, “Cause” means the willful and continued failure by written the Executive to substantially perform, or otherwise properly carry out, the Executive’s duties on behalf of RBA Pubco or an affiliate, or to follow, in any material respect, the lawful policies, procedures, instructions or directions of the Employer or any applicable affiliate (other than any such failure resulting from the Executive’s disability or incapacity due to physical or mental illness), or the Executive willfully or intentionally engaging in illegal or fraudulent conduct, financial impropriety, intentional dishonesty, breach of duty of loyalty or any similar intentional act which is materially injurious RBA Pubco or an affiliate, or which may have the effect 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 to Employeeor pay in lieu of notice at common law. For the purposes of this Agreementdefinition, a termination no act, or failure to act, on the part of an Executive shall be for "cause" if considered “willful” unless done, or omitted to be done, by the termination results from any Executive in bad faith and without reasonable belief that the Executive’s action or omissions were in, or not opposed to, the best interests of the following events: Employer and its affiliates. In the event of termination for Cause, the rights of the Executive with respect to any performance share units (i“PSUs”) 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse stock options granted pursuant to the interest of Employer’s Performance Share Unit Plan (the “PSU Plan”) and stock option plan (the “Option Plan”), respectively, and pursuant to any such companyand all PSU and stock option grant agreements, unless, in either case, Employee shall have first obtained will be governed pursuant to the written consent terms of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this AgreementPSU Plan, 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement to the contrary, if Employee's employment is terminated Option Plan and respective grant agreements for cause, Employee shall forfeit all rights to payments such PSUs and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through the date of terminationstock options.

Termination for Cause. Employer This Agreement and Executive’s employment hereunder may terminate Employee's employment immediately be terminated by the Company at any time for "cause" by written notice Cause. In the event of termination for Cause, the Executive shall not be entitled to Employee. For purposes of any severance benefits under this Agreement, a termination . Termination of the Executive’s employment shall be deemed to have been “for "cause" Cause” only if it shall have been the termination results from any of the following eventsresult of: (i) Material breach Executive’s conviction of this Agreementa 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) Documented misconduct as an executive a willful or director deliberate act or acts of Employer, dishonesty by Executive resulting or any subsidiary intended to result directly or affiliate indirectly in material gain to or personal enrichment 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to Executive at the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of EmployerCompany’s expense; (iii) Unreasonable neglect a willful refusal by Executive (except by reason of incapacity due to illness or refusal 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 duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 days;CEO; or (iv) Conviction of a crime involving moral turpitude; (v) Adjudication as a bankrupt, which adjudication has not been contested 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 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 reasonable, written instructions best interest of the Board of Directors of Employer, provided Company or that the instructions do not require Employee to engage is in unlawful conduct; or (vii) Any documented material violation of the rules or regulations policies of the Office Company. Termination of the Comptroller Executive’s employment shall not be deemed to be for Cause unless and until the Company delivers a written notice to the Executive finding that the Executive has engaged in the conduct described above. Except for a failure or refusal that, by its nature, cannot reasonably be expected to be cured, the Executive shall have ten (10) business days from the delivery of the Currency or of written notice by the Company within which to cure any other regulatory agencyacts constituting Cause. Notwithstanding any other term or provision of this Agreement to the contraryHowever, if Employee's employment the Company reasonably expects irreparable harm from a delay of ten (10) business days, the Company may give the Executive notice of such shorter period (or no period) within which to cure as is terminated reasonable under the circumstances. The Company’s decision regarding the basis for causetermination, Employee shall forfeit all rights to payments and benefits otherwise provided pursuant to this Agreement; providedif concluded, however, that Base Salary shall be paid through final and binding on the date of terminationparties.

Termination for Cause. Employer The Company has the right and may elect to terminate Employee's employment immediately this Agreement for "cause" by written notice to EmployeeCause at any time. For purposes of this Agreement, a termination shall be for "causeCause" if means the termination results from occurrence or existence of any of the following events: following: (i) Material a material breach by the Executive of this Agreement; the terms of his employment or of his duty not to engage in any transaction that represents, directly or indirectly, self-dealing with the Company or 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) which has not been approved by a majority of the disinterested 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) Documented misconduct 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 executive officer or director employee of Employerthe Company or its affiliates; (vii) the Executive's failure to comply with the Board's reasonable written instructions, 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 obtain any personal profit (x) from any transaction to which such company is a party after thirty days written notice; or (yviii) from any transaction with any third party conduct by the Executive that in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the a good faith written consent determination of the Board demonstrates unfitness to serve as an officer or employee of Directors the Company or its affiliates, including, without limitation, a finding by the Board or any regulatory authority that the Executive committed acts of Employer; (iii) Unreasonable neglect unlawful harassment or refusal violated any other state, federal or local law or ordinance prohibiting discrimination in employment applicable to perform the duties assigned to Employee under business of the Company or any of its operating subsidiaries. Termination of the Executive for Cause pursuant to this Agreement, unless cured within 60 days; (ivSection 6(a) Conviction 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 crime involving moral turpitude; (v) Adjudication as copy of a bankrupt, which adjudication has resolution or resolutions duly adopted by the affirmative vote of 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 less than a majority of the reasonable, written instructions directors present and voting at a meeting of the Board of Directors of Employercalled and held for that purpose after reasonable notice to the Executive and reasonable opportunity for the Executive, provided together with the Executive's counsel, to be heard before the Board prior to such vote, finding that in the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation good faith opinion of the rules or regulations Board, the Executive was guilty of conduct set forth in the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision first sentence of this Section 6(a) and specifying the particulars thereof in detail. For purposes of Section 6(a), this Agreement 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 paid through terminate on the date specified by the Board in the Notice of terminationTermination.

Termination for Cause. Employer The Company may terminate Employee's employment immediately this Agreement for "cause" by written notice to EmployeeCause. For purposes of this Agreement, a termination shall be for "cause" if the termination results from any of the following events: “Cause” means: (i) Material breach the willful and continued failure of this Agreement; the Executive to perform substantially the Executive’s duties with the Company or one of the Company 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 (ii) Documented the willful engaging by the Executive in illegal conduct, gross misconduct as 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 executive act or director failure to act, on the part of Employerthe Executive, will not be considered “willful” unless it is done, or any subsidiary omitted to be done, by the Executive in bad faith or affiliate without reasonable belief that the Executive’s action or omission was in the best interests of Employer for which Employee is performing services hereunder including, but not limited to, misappropriating any funds or property of any such companythe Company. Any act, or attempting failure to obtain any personal profit 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 shall have only the obligation to pay (x) from any transaction to which such company is a party or accrued but unpaid Base Compensation and (y) from any transaction with any third party in which Employee has an interest which is adverse accrued but unpaid paid time off, including sick days, vacation days, and personal days, to the interest Executive after the effective date of any such companytermination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, unless, in either case, Employee shall have first obtained approved by a majority of the written consent independent and disinterested members of the Board of Directors of Employer; the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (iii30) Unreasonable neglect or refusal days to perform request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the 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 reasonable, written instructions members of the Board of Directors of Employerin person, provided that at which meeting the instructions do not require Employee Executive will have an opportunity to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of be heard. Failing such determination and opportunity for hearing, any other regulatory agency. Notwithstanding any other term or provision termination of this Agreement will be deemed 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 paid through the date of terminationhave occurred without Cause.

Termination for Cause. Employer Company may terminate EmployeeExecutive's employment immediately pursuant to the terms of this Agreement at any time for "cause" cause 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 Employeecompensation, 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, a termination shall be for "cause" if the termination results from any of the following events: shall mean: (i) Material breach Executive is convicted of this Agreement; a felony which is directly related to Executive's employment or the 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) 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unlessExecutive, 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, Employee shall have first obtained the written consent of the Board of Directors of Employer; case in direct material harm to Company; (iii) Unreasonable neglect or refusal Executive is found in a civil action to perform the duties assigned have breached his fiduciary duty to Employee under or pursuant Company resulting in direct profit to this Agreement, unless cured within 60 days; him; (iv) Conviction Executive is found in a civil action to have materially breached any provision of a crime involving moral turpitude; Section 10 or Section 11; (v) Adjudication as a bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Employer's unexcused Executive’s repeated refusal (other than any failure to perform its obligations under this Agreement; arising from a physical or mental disability) to act in accordance with the reasonable directions of Company’s Board directing Executive to perform services consistent with Executive’s status as an officer of Company, which refusal is not cured by Executive within twenty (vi20) Documented failure to follow the reasonable, days of Executive’s receipt of written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or notice thereof from Company (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 if such breach cannot be cured within twenty (20) days and Executive commences the cure thereof and diligently pursues the same, such failure shall be paid through not constitute “cause” unless such breach is not cured in its entirety within thirty (30) days of Executive’s receipt of the date written notice of terminationbreach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the effective performance of his duties; and (vii) Executive’s material breach of any obligations of Executive which remains uncured for more than twenty (20) days after written notice thereof by Company to Executive. Executive's failure to comply with the requirements of Section 10 of this Agreement 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 been determined and no further appeals are permissible.

Termination for Cause. Employer The Company may terminate Employeethe Executive's employment immediately Employment hereunder for "causeCause." by written notice to Employee. For purposes of this Agreement, a termination the Company shall be for have "causeCause" if to terminate the termination results from any of Executive's Employment hereunder upon the following eventsExecutive’s: (i) Material breach conviction for the commission of this Agreementan act or acts constituting a felony or a misdemeanor involving moral turpitude under the laws of the United States or any state thereof; (ii) Documented misconduct commission of fraud, embezzlement, gross negligence or malfeasance, 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 obtain any personal profit (x) from any transaction to which such company is determined by a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employerjudicial body; (iii) Unreasonable neglect willful or continued failure to substantially perform his duties as executive Vice President, Business Development (other than any such failure resulting from the Executive's incapacity due to physical or mental illness) after written Notice has been delivered to the Executive by the Company, which Notice specifically identifies the manner in which the Executive has not substantially performed his duties, and the Executive's failure to substantially perform his duties is not cured within ten (10) business days after notice of such failure has been given to the Executive, if such material failure or refusal can be cured. For purposes of this Section 8(c) (iii), with the exception of acting or failing to act pursuant to Board of Director decisions, no act or failure to act on the Executive's part shall be deemed "willful" unless the Executive performs or fails to perform such acts absent good faith and without reasonable belief that the duties assigned Executive's act, or failure to Employee under or pursuant to this Agreementact, unless cured within 60 dayswas in the best interest of the Company; (iv) Conviction misrepresentation or concealment of a crime involving moral turpitudematerial fact from the Board, or breach of duty of loyalty to the Company; (v) Adjudication as material violation of a bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Employermaterial provision of the Company's unexcused failure to perform its obligations under this Code of Business Conduct and Ethics and Non-Disclosure and Non-Competition Agreement; (vi) Documented failure to follow breach of any material provision of this Agreement, where such breach has not been cured by the reasonable, Executive within fifteen (15) days of his receipt of written instructions of Notice thereof from the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conductCompany; or (vii) Any documented willful or negligent act or omission which results in an assessment of a civil or criminal penalty against the Executive or the Company or its affiliates, which in the reasonable judgment of the Board could result in a material violation of any foreign or United States federal, state or local law or regulation having the rules force of law, or regulations in the reasonable judgment of the Office Board is injurious to the Company or any of its affiliates. In the event that the Company terminates the Executive’s Employment for Cause, the Executive shall receive his unpaid Base Salary through the Date of Termination, the value of any SARS vested as of the Comptroller 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 Currency or of Executive shall not be entitled to any other regulatory agency. Notwithstanding any other term amounts or provision of this Agreement to benefits from 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 paid through the date of terminationCompany.

Termination for Cause. Employer may The Company shall have the right to terminate Employee's ’s employment immediately for "cause" by written notice to “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 shall cease as of the date of such termination. For purposes of this Agreement, a termination shall be for "cause" if “Cause” by the termination results from any of the following eventsCompany is defined as follows: (1) Employee is convicted of or pled guilty or nolo contendere to (i) Material breach a felony that is likely to impair Employee’s ability to perform under this Agreement or otherwise have a significant adverse effect upon the Company, any of this Agreementits 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; (ii2) Documented Employee commits or conspires to commit an act of dishonesty, theft, gross carelessness, or other misconduct as against the Company or 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 or any of its affiliates; (4) has committed or conspired to commit any act or series of acts that constitute unlawful harassment or discrimination based on an executive unlawful classification; (5) has committed or director conspired to commit any act or series of Employeracts without approval by the Company’s Board of Directors which would have a significant adverse effect on the Company, any of its affiliates, or any subsidiary of their businesses 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employerreputations; (iii6) Unreasonable neglect has engaged in a willful or refusal grossly negligent failure to perform duties or services for the duties assigned Company; (7) has improperly used or disclosed, or conspired to improperly use or disclose, confidential or proprietary information of the Company or any of its affiliates; (8) has committed any act or omission that constitutes a material breach by Employee of any of Employee’s obligations or agreements under or pursuant to this Agreement, unless cured but only after the Company has provided notice of such breach to Employee and Employee fails or refuses to correct such breach within 60 days; ten (iv10) Conviction days 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 Agreementsuch notice; provided, however, that Base Salary shall be paid no prior notice is required for any event set forth in conditions (1) through (7), inclusive, of this Section 6(a); or (9) fails to relocate to California on a permanent basis with the intention of establishing residency in California within twelve (12) months after the effective date of terminationhereof.

Termination for Cause. Employer may terminate Employee's In the event that employment immediately hereunder is terminated by the Company for "cause" Cause, the Executive shall not be entitled to receive compensation or other benefits for any period after such termination, except as provided by written notice law. The phrase “Cause” as used herein, shall exist when there has been a good faith determination by the Company, as communicated to Employee. For purposes Executive by the Board of this AgreementDirectors, a termination that there shall be for "cause" if the termination results from any have occurred one or more of the following eventsevents with respect to the Executive: (i) Material breach the conviction of this Agreement; (ii) Documented misconduct as an executive the Executive of a felony 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 days; (iv) Conviction of a crime lesser criminal offense involving moral turpitude; (vii) Adjudication as the willful commission by the Executive of a bankruptcriminal or other act that, which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Employer's unexcused failure the judgment of the Board will likely cause substantial economic damage to perform its obligations under this Agreementthe Company or the Bank or substantial injury to the business reputation of the Company or Bank; (viiii) Documented failure to follow the reasonable, written instructions commission by the Executive of an act of fraud in the performance of his duties on behalf of the Board Company or Bank; (iv) the continuing willful failure of Directors of Employer, provided that the instructions do not require Employee Executive to engage perform his duties to the Company or Bank (other than any such failure resulting from the Executive’s incapacity due to Disability) after written notice thereof (specifying the particulars thereof in unlawful conductreasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive; or (viiv) Any documented violation an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the rules or regulations Executive’s employment by the Company. 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 Office entire membership of the Comptroller Board at a meeting of the Currency or 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 any other regulatory agencythe Board the Executive was guilty of conduct described above and specifying the particulars thereof. Notwithstanding any other term or provision 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 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 heard before the Board. For purposes of this Agreement subparagraph, no act or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by him not in good faith without reasonable belief that his action or omission was in the best interest of the Company and the Bank. Upon a finding of Cause, the Board shall deliver to the contraryExecutive a Notice of Termination, 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 paid through the date of terminationas more fully described in Section 9 below.

Termination for Cause. Employer 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 Employee's employment immediately be terminated for "cause" by “Cause” at any time upon delivery of written notice to Employee. For purposes “Cause” means the occurrence of this Agreement, a termination shall be for "cause" if the termination results from any of the following events: : (i) Material breach 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; , which failure continues after written notice thereof by the 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 (B) relates to the same type of acts or omissions as to which such notice has been given on a prior occasion; (ii) Documented misconduct as an executive Employee’s dishonesty (which shall include, without limitation, any misuse or director misappropriation of Employerthe Company’s assets), or any subsidiary or affiliate of Employer for which Employee is performing services hereunder other willful misconduct (including, but not limited towithout limitation, misappropriating any funds conduct on the part of Employee intended to or property of any such company, or attempting likely to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to injure the interest of any such company, unless, in either case, Employee shall have first obtained the written consent business of the Board of Directors of Employer; Company); (iii) Unreasonable neglect Employee’s conviction for any felony or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 days; (iv) Conviction of a 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) Adjudication as a bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Employer's unexcused Employee’s failure to perform its obligations under this Agreement; comply with a lawful written direction of the Company; or (vi) Documented failure to follow the reasonable, written instructions any wanton and willful dereliction of duties by Employee. The existence of any of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules foregoing events or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 conditions shall be paid through determined by the date Company in the exercise of terminationits reasonable judgment.

Termination for Cause. Employer may terminate Employee's employment immediately Immediately following notice of termination for "cause" “Cause” (as defined below), specifying such Cause, given by written notice the Company (termination pursuant to Employeethis Section 6.4 being referred to herein as termination for “Cause”). For purposes of this AgreementAs used herein, a termination shall be for "cause" if the termination results from any of the following events: “Cause” means (i) Material breach termination based on Executive’s conviction or plea of this Agreement; “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 misconduct that materially injures the Company (whether or not a felony); (ii) Documented misconduct as an executive or director Executive’s substance abuse that in any manner interferes with the performance of Employerhis duties; (iii) Executive’s failure to perform the responsibilities, 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse functions and duties attached to the interest of any such company, unless, position with the Company or a refusal to perform his duties at all or in either case, Employee shall have first obtained a reasonably acceptable manner; (iv) Executive’s failure to follow the written consent lawful and proper directives of the Board of Directors that are within the scope of Employer; (iii) Unreasonable neglect Executive’s duties; or refusal to perform the 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 Executive’s material breach of this Agreement; (vi) Documented failure to follow the reasonable, written instructions . Any determination of for Cause termination shall be made by the Board of Directors of Employerthe Company after having first given thirty (30) days written notice to Executive of such determination, provided that and afforded Executive the instructions do not require Employee opportunity to engage in unlawful conduct; or (vii) Any documented violation be heard by the full Board of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agencyDirectors. Notwithstanding any other term or provision in this Agreement, if Executive is terminated pursuant to subsection (iii) of this Agreement Section 6.4 for poor job performance, excluding refusal to perform his duties, Executive shall have sixty (60) days to cure the contrarybehavior upon which the threatened termination is based. For the purpose of this provision, if Employeethe 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 employment is terminated for causecounsel, Employee shall forfeit all rights to payments and benefits otherwise provided pursuant to this Agreement; provided, however, he reasonably believed that Base Salary shall be paid through the date of terminationno law was being violated by such acts.

Termination for Cause. Employer may The Company shall have the right to immediately terminate this Agreement and Employee's ’s employment immediately with the Company for "cause" by written notice to Employee. For purposes of this Agreement, a termination shall be for "cause" if the termination results from any of the following events:causes (each a “Cause”): (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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 days; (iva) 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; (vb) Adjudication as a bankrupt, which adjudication has not been contested Engaging in good faith, unless bankruptcy is caused directly by Employer's unexcused failure to perform its obligations under this Agreementany act involving fraud or theft; (vic) Documented failure to follow 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 reasonable, written instructions 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 Directors of Employerthe Company, provided that the instructions such directions, policies, standards or regulations do not require Employee (i) to engage 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 unlawful conductSection 5 of this Agreement or any of the restrictive covenants contained in that Section; or (viih) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or Employee’s breach of any other regulatory agency. Notwithstanding any other term or provision of this Agreement Agreement. provided that the Company shall have delivered to the contraryEmployee a notice of termination that specifically identifies such grounds for termination for Cause and, if Employee's employment is terminated for causein the case of grounds pursuant to subsections (c) through (h), the Employee shall forfeit 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 rights compensation to payments and benefits otherwise provided pursuant to Employee under this Agreement; providedAgreement shall cease immediately, however, that Base Salary shall be paid except for any payment of compensation accrued but unpaid through the date of terminationsuch termination for Cause. The Employee acknowledges that his compensation may also be subject to any clawback provisions required by law, rule, regulation or company policy consistent with any law, rule or regulation.

Termination for Cause. Employer may The Company shall terminate Employee's employment immediately this Agreement for "cause" Cause (as defined herein) by delivery of written notice to EmployeeEXECUTIVE specifying the cause or causes relied upon for such termination. For purposes If EXECUTIVE’s employment under this Agreement is terminated by the Company for Cause before the last day of this Agreementany calendar month, a termination EXECUTIVE shall be entitled to receive as compensation for "cause" if such calendar month, only the Base Salary set forth in Section 4.1 prorated to the date of termination results from on the basis of a 30-day calendar month. Grounds for the Company to terminate this Agreement for “Cause” shall include only the occurrence of any of the following events: (i) Material breach 4.1.1 EXECUTIVE’s willful misconduct or gross negligence in the performance of this Agreementhis duties hereunder; (ii) Documented misconduct as an executive 4.1.2 EXECUTIVE’s willful failure or director refusal to perform in the usual manner at the usual time those duties which he regularly and routinely performs in connection with the business of Employer, the Company 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 other duties reasonably related to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party the capacity in which Employee he is employed hereunder which may be assigned to him by the Board of Directors of the Company, if such failure or refusal has an interest which is adverse not been substantially cured to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent satisfaction of the Board of Directors within thirty (30) days after written notice of Employersuch failure or refusal has been given by the Company to EXECUTIVE; (iii) Unreasonable neglect or refusal 4.1.3 EXECUTIVE’s performance of any action when specifically and reasonably instructed not to perform the 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 do so by Employer's unexcused failure to perform its obligations under this Agreement; (vi) Documented failure to follow the reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do Company; 4.1.4 EXECUTIVE engaging or in any manner participating in any activity which is directly competitive with or intentionally injurious to the Company; 4.1.5 EXECUTIVE’s commission of any fraud against the Company or use or appropriation for his personal use or benefit of any funds or properties of the Company not require Employee authorized by the Board of Directors to engage in unlawful conductbe so used or appropriated; or 4.1.6 EXECUTIVE’s conviction of any crime involving moral turpitude. For this purpose of this definition, no act or failure to act by the EXECUTIVE shall be considered “willful” or “grossly negligent” if the EXECUTIVE acted (viior failed to act) in good faith with the reasonable belief that his actions or omission was in the Company’s best interest. Any documented violation notice of termination given pursuant to Section 5.1 shall effect termination as of the rules date specified in such notice, or regulations in the event no such date is specified, on the last day of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement to the contrary, if Employee's employment month in which such notice 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 paid through the date of terminationdelivered.

Termination for Cause. Employer may terminate Employee's employment immediately for "cause" (a) In addition to any other rights or remedies provided by written notice to Employee. For purposes of law or in this Agreement, a termination shall be for "cause" if the termination results from any of the following eventsCompany may terminate Executive's employment under this Agreement if: (i) Material breach 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 Agreementparagraph (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 effect such termination for 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 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, 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) Documented misconduct as an executive any judgment, award, order, decree or director other adjudication or ruling in any such Proceeding finding or based upon the occurrence of Employera For Cause Event (that is not reversed or vacated on appeal); or (iii) any settlement or compromise of, or any subsidiary or affiliate of Employer for which Employee is performing services hereunder includingconsent decree issued in, but not limited to, misappropriating any funds or property of any such company, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party Proceeding in which Employee has an interest which is adverse to Executive expressly admits the interest occurrence of any such company, unless, in either case, Employee shall have first obtained the written consent 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 Employerthe 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 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 any other injured person, or to prevent or to deter the recurrence of such For Cause Event; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 days;whether any lesser sanction would be appropriate and effective; and (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 reasonable, written instructions of the Board of Directors of Employer, provided any adverse effect that the instructions do not require Employee loss of Executive's services would have, or be reasonably likely to engage in unlawful conduct; or (vii) Any documented violation of have, upon the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of terminationCompany.

Termination for Cause. Employer may terminate Employee's employment immediately for "cause" by written notice to Employee. For purposes of this Agreement, a termination shall be for "cause" if the termination results from any of the 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement the Plan to the contrary, if Employee's employment the Optionee’s Service is terminated for causeCause or if, Employee 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 forfeit all rights terminate in its entirety and cease to payments be exercisable immediately upon such termination of Service or act. Cause means, unless such term or an equivalent term is otherwise defined with respect to an Award by a written contract of employment or service, any of the following: (i) 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 benefits otherwise provided reasonable workplace conduct); (iii) the Optionee’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Optionees improper use or 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 notice from the Company of, and a reasonable opportunity to cure, 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 not cured pursuant to this Agreementthe terms of such agreement; providedor (vii) the Optionee’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, howeverdishonesty, that Base Salary shall be paid through misappropriation or moral turpitude, or which impairs the date of terminationOptionee’s ability to perform his or her duties with the Company.

Termination for Cause. Employer The Company may terminate Employee's the Executive’s employment immediately hereunder for "cause" by written notice to EmployeeCause. For purposes of this Agreement, a termination “Cause” shall be for "cause" if mean the termination results from any occurrence of one or more of the 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect 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 its affiliates, (iii) the Executive’s willful misconduct or gross negligence in the performance of his material duties assigned to Employee under or pursuant to this Agreementthe Company, unless cured within 60 days; (iv) Conviction the Executive’s conviction of, or plea of nolo contendere to, a felony or other crime involving moral turpitude; , (v) Adjudication as the commission by the Executive of a bankruptwillful act of fraud or material dishonesty with respect to any material matter involving the Company, which adjudication has not been contested in good faithits affiliates or any of the Company’s customers or clients, unless bankruptcy is caused directly by Employer's unexcused failure to perform its obligations under this Agreement; (vi) Documented failure the Executive fails or refuses to follow meaningfully cooperate with any internal or external investigation involving the reasonableCompany or its affiliates or their business, written instructions without good cause, or (vii) any government regulatory agency recommends or orders, in 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 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 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 specifically referencing applicable provision(s) of Employerthis Section 6(a), provided and the Executive is given an opportunity, together with counsel, to be heard before the 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), the term “willful” shall require that the instructions do not require Employee to engage action or omission was done in unlawful conduct; or (vii) Any documented violation bad faith and without reasonable belief that such action or omission was in the best interests of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of terminationCompany.

Termination for Cause. Employer PNMAC or PFSI may terminate Employee's Executive’s employment immediately or services under this Agreement for "cause" “Cause” by written notice to EmployeeNotice of Termination. For purposes of this Agreement, A termination for Cause is a termination shall be for "cause" if the termination results from any of the following events: by reason of: (i) Material a material breach of this Agreement; Agreement (other than as a result of incapacity due to death or Disability) which is committed by Executive in bad faith and which is not remedied within thirty (30) days of Executive’s receipt of a notice to cure such breach; (ii) Documented misconduct as an executive or director Executive’s conviction by a court 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 days; (iv) Conviction competent jurisdiction of a crime felony involving dishonesty or 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 any convictions solely on the basis of vicarious liability shall not give PNMAC or PFSI the right to terminate Executive for Cause; (iii) entry of an order duly issued by any federal or state regulatory agency having jurisdiction of the matter removing Executive from office of PFSI or any its subsidiaries or permanently prohibiting him from participating in the conduct of the affairs of PFSI or any of its subsidiaries; or (iv) proven acts of fraud or willful misconduct committed by Executive in connection with the performance of his duties under Section 2 of this Agreement 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 paid through entitled to receive (a) his base salary for the entire period up to and including the date of terminationExecutive’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. Employer The Bank may terminate Employeethe 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, (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 immediately 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 "cause" by written the purpose (after reasonable notice to Employeethe 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, a termination no act or failure to act on the Executive’s part shall be for "cause" if considered “willful” unless done, or omitted to be done, by his/her not in good faith without reasonable belief that his/her action or omission was in the termination results from any best interest of the 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of terminationBank.

Termination for Cause. Employer Notwithstanding anything to the contrary contained in Section 16, the Company, with the approval of a majority of the Independent Directors, may terminate Employee's employment immediately for "cause" by this Agreement effective upon 30 days’ prior written notice of termination (or, with respect to Employeeclauses (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 a 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, a termination “Manager Change of Control” shall be for "cause" deemed to have occurred if the termination results from any members of the following events: ▇▇▇▇ Group cease to both (i1) Material breach own, directly or indirectly, at least 51% of the Equity Interests in Manager or its successor hereunder and (2) Control Manager or its successor hereunder. For purposes of this Agreement; : (iiA) Documented misconduct as an executive “Control” means the possession, directly or director of Employerindirectly, 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board power to direct or cause the direction of Directors of Employer; (iii) Unreasonable neglect the management, policies or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 days; (iv) Conviction activities of a crime involving moral turpitude; Person, whether through ownership of voting securities, by contract or otherwise; and (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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of termination.B)

Termination for Cause. Employer The Company may terminate Employee's ’s employment immediately under this Agreement for "cause" by written notice Cause at any time prior to Employee. For purposes of this Agreement, a termination shall be for "cause" if the termination results from any expiration of the following events: Term. As used herein, “Cause” shall mean: (i) Material breach the plea of this Agreement; (ii) Documented misconduct as an executive guilty or director of Employernolo contendere to, or any subsidiary or affiliate of Employer for which Employee is performing services hereunder includingconviction for, but not limited to, misappropriating any funds or property of any such company, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 days; (iv) Conviction commission 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 felony offense by Employer's unexcused failure to perform its obligations under this Agreement; (vi) Documented failure to follow the reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through 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 or gross neglect by Employee of the material 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 any Company Affiliates which has not been approved by a majority of the disinterested 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 terminationmisappropriation, 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 or any Company Affiliates. In the event of Employee’s termination for Cause, this Agreement shall terminate without further obligation by the Company, except for the payment of any Accrued Obligations (as defined in paragraph 1(f) below).

Termination for Cause. Employer The Company may immediately terminate Employee's the employment immediately of the Employee and this Agreement for "cause" by written notice to Employee. For purposes of this AgreementCause, a and such termination shall be for "cause" if the termination results from any effective as of the following events: time of notice of the same. "Cause" means (a) conviction of any felony by the Employee affecting the Company and/or Parent or any other subsidiary of the Parent or any crime involving fraud; (b) action taken by the Employee intentionally to materially harm the Company and/or Parent; (c) embezzlement of funds of the Company or 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 Parent, by the Employee; (e) ownership by the Employee, direct or indirect, of an interest in a person or entity (other than a minority interest in a publicly traded company) in competition with the products or services of the Company and/or Parent or any other subsidiary of the Parent, including those products or services contemplated in a plan adopted by the Board or its subsidiaries; (f) (i) Material any material breach of this Agreement; the Employee's fiduciary duties or duties of care to the Company (except for conduct taken in good faith) or (ii) Documented misconduct as an executive a continuing material breach or director of Employer, or any subsidiary or affiliate of Employer for which Employee is performing services hereunder material default (including, but not limited towithout limitation, misappropriating any funds or property material dereliction of any such company, or attempting to obtain any personal profit (xduty) from any transaction to which such company is a party or (y) from any transaction with any third party in which by Employee has an interest which is adverse to of the interest terms of any such company, unlessthis Agreement which, in either case, Employee shall have first obtained to the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreementextent such breach is curable, 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 cured by Employer's unexcused failure to perform Employee within fifteen (15) days after its obligations under this Agreement; (vi) Documented failure to follow the reasonable, written instructions receipt of notice thereof from Company containing a description of the Board of Directors of Employer, provided that the instructions do not require Employee breach or breaches alleged to engage in unlawful conducthave occurred; or (viig) Any documented violation any material breach of the rules Proprietary Information, Assignment of Inventions and Non-Competition Agreement attached as Exhibit B by the Employee; and (i) any other act or regulations omission that constitutes "cause" under the laws of the Office State of Israel. In the event of termination for Cause, the Employee’s entitlement to severance pay will be subject to Sections 16 and 17 of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of terminationSeverance Law.

Termination for Cause. Employer may terminate EmployeeDuring the terms of this Employment Agreement, the Executive's employment immediately may be terminated immediately, with or without written or oral notice, by the Company for "causeCause" by written notice to Employee(as hereinafter defined). For purposes If the Executive's employment with the Company is terminated for "Cause" all compensation described in paragraphs 3.1 through 3.3 of this Agreement, a Employment Agreement will terminate as of the date of such termination shall be of employment. Termination for "causeCause" if is limited to the termination results from following grounds: (i)misappropriation of funds, embezzlement, or willful and 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 or refusal by the Executive to perform his duties in the best interests of the Company and in accordance with the directions given by the Board, the chairman of the board or the president of the Company; or (v) a material breach by the Executive, in the sole opinion of the Company, or any of the following events: (i) Material breach provisions of this Employment Agreement; (ii) Documented misconduct as an executive ; which breach continues after notice of the breach, either oral or director of Employerwritten, 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse the Company to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent Executive. Upon termination of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform Executive for "Cause", theCompany will pay the duties assigned to Employee under or pursuant to this AgreementExecutive's salary and other benefits, unless cured within 60 days; (iv) Conviction of a crime involving moral turpitude; (v) Adjudication as a bankruptincluding reimburse the Executive for authorized expenses incurred, 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of terminationtermination 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 for termination of the Executive's employment for "Cause".

Termination for Cause. Employer (a) The Company may terminate Employee's the Executive’s employment immediately for "cause" by written notice to EmployeeCause. For the purposes of this Agreement, a termination the Company shall be for "cause" if the termination results from any of the following events: have “Cause” to terminate employment hereunder only (i) Material breach if termination shall have been the result of this Agreement; 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) Documented misconduct upon the willful and continued failure by the Executive substantially to perform his duties with the Company (other than any such failure resulting from incapacity due to mental or physical illness) after a demand in writing for substantial performance is delivered by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, and such failure results in demonstrably material injury to the Company. The Executive’s employment shall in no event be considered to have been terminated by the Company for Cause if such termination took place as an executive the result of (i) bad judgment or director of Employernegligence, or (ii) any subsidiary act or affiliate omission without intent of Employer for gaining therefrom directly or indirectly a profit to which Employee is performing services hereunder including, but the Executive was not limited to, misappropriating any funds or property of any such companylegally entitled, or attempting (iii) any act or omission believed in good faith to obtain any personal profit (x) from any transaction to which such company is a party have been in or (y) from any transaction with any third party in which Employee has an interest which is adverse not opposed to the interest of the Company, or (iv) any such company, unlessact 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 either case, Employee each case as in effect at the time of such act or omission. The Executive shall not be deemed to have been terminated for Cause unless and until there shall have first obtained been delivered to him a copy of a resolution duly adopted by the written consent affirmative vote of a majority of the entire membership of the Board at a meeting of Directors the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of Employer;the Board the Executive was guilty of conduct set forth above in clauses (i) or (ii) of the first sentence of this paragraph and specifying the particulars thereof in detail. (iiib) Unreasonable neglect or refusal If the Executive’s employment shall be terminated for Cause, the Company 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 no further obligations to perform the 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 Executive under this Agreement; (vi) Documented failure to follow the reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of termination.

Termination for Cause. Employer may terminate EmployeeIf, during the Employment Period, the Company terminates the Executive's employment immediately 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 be 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 "cause" by written notice to EmployeeAccrued Obligations"). For purposes of this Agreement, a termination "Cause" shall be for "cause" if mean that the termination results from Executive has engaged in any one of the following events: following: (ia) Material a material breach of this Agreement; 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 (iib) Documented misconduct as an executive any willful violation by the Executive of any material law or director regulation applicable to the business of Employerthe Company or any of its Subsidiaries; (c) the Executive's conviction of, or any subsidiary a plea of guilty or affiliate of Employer for which Employee is performing services hereunder including, but not limited nolo contendere to, misappropriating a felony or any funds willful perpetration of common law fraud; or property of (d) any such companyother willful misconduct by the Executive that is materially injurious to the financial condition or business reputation of, or attempting to obtain is otherwise materially injurious to, the Company or any personal profit (x) from any transaction to which such company is of its Subsidiaries. For purposes of the foregoing, in determining whether a party "material breach" has occurred, or (y) from any transaction with any third party in which Employee whether there has an interest which is adverse been a willful violation of a "material" law or regulation, the standard shall be a breach or violation that is, or will reasonably likely be, materially injurious to the interest financial condition or business reputation of, or is, or will reasonably likely be, otherwise materially injurious to, the Company or any of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of terminationSubsidiaries.

Termination for Cause. Employer The Corporation may terminate Employee's employment immediately for "cause" by at any time upon written notice to EmployeeExecutive terminate Executive's employment for Cause. For purposes of this Agreement, the following shall constitute Cause: (a) the Executive's gross misconduct which is materially and demonstrably injurious to the Corporation; (b) the Executive's willful and continued failure to perform substantially his duties with the Corporation (other than a termination shall failure resulting from the Executive's incapacity due to bodily injury or physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties and provides for a reasonable period of time within which the Executive may take corrective measures; or (c) the Executive's conviction (including a plea of nolo contendere) of willfully engaging in illegal conduct constituting a felony or a gross misdemeanor involving an intentional act of fraud, misrepresentation, theft, embezzlement or dishonesty under federal or state law (or comparable illegal conduct under the laws of any foreign jurisdiction) which is materially and demonstrably injurious to the Corporation or which impairs the Executive's ability to perform substantially his duties with the Corporation. An act or failure to act will be considered "gross" or "willful" for "cause" this purpose only if done, or omitted to be done, by the termination results from any Executive in bad faith and without reasonable belief that it was in, or not opposed to, the best interests of the following events: (i) Material breach of this Agreement; (ii) Documented misconduct as an executive or director of EmployerCorporation. Any act, or any subsidiary failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or affiliate governing body of Employer the Corporation (or a committee thereof) or based upon the advice of counsel for which Employee is performing services hereunder including, but not limited to, misappropriating any funds or property of any such companythe Corporation will be conclusively presumed to be done, or attempting omitted to obtain any personal profit (x) from any transaction be done, by the Executive in good faith and in the best interests of the Corporation. Executive's attention to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse matters not directly related to the interest business of any the Corporation will not provide a basis for termination for Cause so long as the Board did not expressly disapprove in writing of his engagement in such companyactivities 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, unless, in either case, Employee shall have first obtained the written consent Executive may not be terminated for Cause unless and until there has been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board of Directors of Employer; (iiiexcluding such Executive) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 days; (iv) Conviction of at 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 reasonable, written instructions meeting of the Board of Directors of Employercalled and held for such purpose (after reasonable notice to such Executive and an opportunity for such Executive, provided together with his counsel, to be heard before the Board), finding that in the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation good faith opinion of the rules Board such Executive engaged in the conduct set forth in paragraphs (a), (b) or regulations of (c) above and specifying the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of terminationparticulars thereof in detail."

Termination for Cause. Employer The Company may terminate Employee's employment immediately for "cause" by written notice to Employee. For purposes the engagement of this Agreement, a termination shall be for "cause" Director if the termination results from any Board of the following eventsDirectors of the Company determines that Director has: (ia) Material breach materially breached any provision hereof or habitually neglected the duties which Director was required to perform under any provision of this Agreement; (iib) 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 misappropriated funds or property of any such companythe Company or otherwise engaged in acts of dishonesty, fraud, misrepresentation or attempting other acts of moral turpitude, even if not in connection with the performance of Director's duties hereunder, which could reasonably be expected to obtain result in serious prejudice to the interests of the Company if Director were retained as a director; (c) secured any personal profit (x) from not completely disclosed to and approved by the Company in connection with any transaction entered into on behalf of or with the Company or 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 which such company is 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 party or (y) from any transaction with any third party in which Employee has an interest which is adverse manner acceptable to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; the Company after a written demand for substantial performance is delivered to Director which identifies the manner in which Director has not substantially performed Director's duties, and provided further that Director shall be given a reasonable opportunity to cure such failure. For purposes of this section, no act, or failure to act, on the Director's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Director shall not be deemed to have been terminated For Cause under subsection (a) without (i) reasonable notice to the Director setting forth the reasons for 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) Unreasonable neglect or refusal delivery to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 days; (iv) Conviction Director 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 reasonable, written instructions notice of termination from the Board of Directors of Employerthe Company, provided that finding that, in the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation good faith opinion of the rules or regulations Board of Directors, the Director was guilty of conduct set forth above in clause (a) of the Office preceding sentence and specifying the particulars thereof in detail. In the event of the Comptroller termination of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement to the contrary, if EmployeeDirector's employment is terminated engagement for cause, Employee shall forfeit all rights to payments and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary Director shall be paid entitled to retain the Options for shares which have not been previously purchased, compensation through the date of terminationtermination and reimbursement of expenses properly incurred but not yet reimbursed.

Termination for Cause. Employer The Company may terminate Employeethe Agreement and the Executive's employment hereunder immediately for "cause" by upon written notice to Employeethe Executive for "Cause" (as hereinafter defined). For purposes of this the Agreement, a termination the term "Cause" shall be for "cause" if the termination results from any of the following events: mean (i) Material breach the repeated failure or refusal of this Agreement; (ii) Documented misconduct as an executive the Executive to perform the duties or director of Employer, or any subsidiary or affiliate of Employer for which Employee is performing render the services hereunder including, but not limited to, misappropriating any funds or property of any such company, or attempting reasonably assigned to obtain any personal profit (x) his from any transaction time to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of time by the Board of Directors (except during reasonable vacation periods or sick leave); (ii) the charging or indictment of Employer; the Executive in connection with a felony or willful misfeasance or nonfeasance; (iii) Unreasonable neglect the association, directly or refusal to perform indirectly, of the duties assigned to Employee under Executive, for his profit or pursuant to this Agreementfinancial benefit, unless cured within 60 days; with any person, firm, partnership, association, entity or corporation that competes, in any material way, with the Company; (iv) Conviction the disclosing or using of a crime involving moral turpitude; any material "Confidential Information", "Trade Secrets" or “Material, Non-Public Information” (as those terms are defined in Section 9) of the Company at any time by the Executive, except as required in connection with his duties to the Company, (v) Adjudication as a bankruptthe breach by the Executive of his fiduciary duty or duty of trust to the Company, which adjudication has not been contested in good faithincluding the commission by the Executive of an act of fraud or embezzlement against the Company, unless bankruptcy is caused directly by Employer's unexcused failure to perform its obligations under this Agreement; (vi) Documented failure to follow trading, directly or indirectly, in the reasonableCompany’s securities while in possession of material, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or non-public information (vii) Any documented violation any other material breach by the Executive of any of the rules terms or regulations provisions of the Office Agreement or any other agreement between the Company and the Executive, which other material breach is not cured within thirty (30) business days of notice by the Company; or (vii) any other action by the Executive, which, in the good faith and reasonable determination of all of the Comptroller members of the Currency Company's Board of Directors, has the effect of materially injuring the reputation or business of any other regulatory agencythe Company. Notwithstanding any other term or provision of this Agreement to If the contrary, if Employee's employment Executive is terminated for causeCause, Employee the Executive shall forfeit all have no further rights or entitlements under the Agreement, the Company shall have no further obligations to payments the Executive, and benefits otherwise provided pursuant to this Agreement; the Agreement shall be null and void, provided, however, that Base Salary the Executive shall be paid through entitled to be 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 termination without "Cause." Any termination which occurs within one year of a change in control shall be presumed to be a termination without Cause.

Termination for Cause. Employer may terminate EmployeeTermination by the Company of the Executive's employment immediately for cause (hereinafter referred to as "causeTermination for Cause), shall mean termination upon (i) the willful and continued failure by the Executive to substantially perform the Executive's material duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental 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 written notice the Board, which demand specifically identifies the material duties that the Board believes that the Executive has not substantially performed, or (ii) the willful engaging by the Executive in conduct that is demonstrably and materially injurious to Employeethe Company, monetarily or otherwise. For purposes of this Paragraph 6, no act, or failure to act, on the Executive's part, shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's action or omission was in the best interest of the Company, or (iii) the conviction of the Executive of a felony, limited solely for a crime related to the business operations of the Company, or that results in the Executive being unable to substantially 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 this paragraph to the contrary notwithstanding, the Executive shall not be deemed to have been terminated for Termination for Cause unless and until the Board duly adopts a termination shall be for "cause" if resolution by the termination results from any affirmative vote of no less than three-quarters (3/4) of the following events: entire membership of the Board, at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct described in Subparagraphs (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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement paragraph and specifying the particulars thereof in detail and a certified copy of such resolution is delivered 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 paid through the date of terminationExecutive.

Termination for Cause. Employer This Agreement may terminate Employee's employment immediately be terminated for "cause" by written notice to EmployeeCause as hereinafter defined. For purposes of this Agreement, a termination “Cause” shall be for "cause" if the termination results from any of the following events: mean: (i) Material breach of this Agreement; the Executive’s death; (ii) Documented misconduct 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 executive 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 or negligent failure of the Executive to perform 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 subsidiary other applicable state or affiliate 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 death) specifying the grounds for such termination and shall be provided a reasonable opportunity to present to the Board his position regarding any dispute relating to the existence of such cause. In the event 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 which Employee is performing services hereunder includingCause, but not limited to, misappropriating any funds or property of any the Executive shall be entitled to receive from the Employer only such company, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse payments as are due and owing to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent Executive as of the Board effective date of Directors of Employer; (iii) Unreasonable neglect or refusal to perform such termination. If the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement to the contrary, if Employee's Executive’s employment is terminated for cause, Employee shall forfeit all rights to payments and benefits otherwise provided Cause pursuant to this Agreement; providedSection, however, that then the Employer shall only be required to pay the Executive such Base Salary as shall be paid have accrued through the effective date of terminationsuch termination and neither the Employer nor any of its Subsidiaries shall have any further obligations to the Executive.

Termination for Cause. Employer may The Company shall have the right to terminate Employee's Executive’s employment immediately hereunder for "cause" by written notice to EmployeeCause. For purposes of this Agreementhereof, a termination “Cause” shall be for "cause" if defined as the termination results from any of Board’s good faith determination that the following events: Executive has: (i) Material breach been convicted of this Agreement; or entered a plea of nolo contendere with respect to a criminal offense constituting a felony; (ii) Documented misconduct as an executive committed one or director more acts or omissions constituting fraud, embezzlement or breach of Employer, a fiduciary duty to the Company; (iii) committed one or more acts constituting gross negligence or willful misconduct; (iv) habitually abused alcohol or any subsidiary controlled substance or affiliate reported to work under the influence of Employer for alcohol or any controlled substance (other than a controlled substance which Employee Executive is performing services hereunder includingproperly taking under a current prescription), but not limited to, misappropriating any funds or property (v) engaged in harassment of any such company, employee or attempting customer of the Company in violation of Company policy; (vii) committed a 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 obtain criminal liability through negligence or wrongdoing of any personal profit kind; (x) from any transaction to which such company is a party or (y) from any transaction with any third party disclosed the Company’s confidential information in which Employee has an interest which is adverse to the interest violation of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 his obligations under this Agreement; ; or (vixi) Documented failure failed, after written warning specifying in reasonable detail the breach(es) complained of, to follow substantially perform his duties under this Agreement. Notwithstanding the reasonableforegoing in the event of a Change of Control, written instructions a termination by the Company of the Board Executive for any reason during the twelve (12) month period immediately following the Change of Directors of EmployerControl, provided other than an intentional and malicious act or omission that is reasonably likely to result in material injury to the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation business or reputation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement Company, shall be deemed to the contrary, if Employee's employment is terminated be a termination without Cause for cause, Employee shall forfeit all rights to payments and benefits otherwise provided pursuant to purposes under this Agreement; provided, however, that Base Salary shall be paid through the date of termination.

Termination for Cause. Employer (1) The Company may terminate Employeethe Executive's employment immediately and the Employment Period for "cause" by written notice to EmployeeCause. For the purposes of this Agreement, a the Company shall have "Cause" to terminate the Executive's employment hereunder only (A) if termination shall have been the result of an act or acts of misconduct materially injurious to the Company, monetarily or otherwise, or (B) upon the willful and continued failure by the Executive substantially to perform his duties with the Company (other than any such failure resulting from incapacity due to mental or physical illness) after a demand for substantial performance is delivered by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, and such failure results in demonstrably material injury to the Company. The Executive's employment shall in no event be considered to have been terminated by the Company for "cause" Cause if such termination took place as the termination results from any result of the following events: (i) Material breach of this Agreement; bad judgment or negligence, or (ii) Documented misconduct as an executive any act or director omission without intent of Employergaining therefrom directly or indirectly a profit to which the Executive was not legally entitled, or (iii) any subsidiary act or affiliate of Employer for which Employee is performing services hereunder including, but omission believed in good faith to have been in or not limited to, misappropriating any funds or property of any such company, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse opposed to the interest of the Company, or (iv) any such company, unlessact 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 policies and procedures of the Company or the laws of the State of Florida, in either case, Employee each case as in effect at the time of such act or omission. The Executive shall not be deemed to have been terminated for Cause unless and until there shall have first obtained been delivered to him a copy of a resolution duly adopted by the written consent affirmative vote of a majority of the Board of Directors of Employer;Directors. (iii2) Unreasonable neglect or refusal to perform If the duties assigned to Employee under or pursuant to this AgreementExecutive's employment shall be terminated for Cause, unless cured the Company shall pay the Executive (A) within 60 days; ten (iv10) Conviction days of a crime involving moral turpitude; such termination, his unpaid Base Compensation through the Employment Termination Date at his then effective Base Compensation Rate plus (vB) 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; within ten (vi10) Documented failure to follow the reasonable, written instructions days after issuance of the Board of Directors of EmployerCompany's audited financial statements for the Fiscal Year in which the Employment Termination Date occurs, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or his pro-rata share of any other regulatory agency. Notwithstanding any other term or provision of this Agreement Incentive Bonus Compensation computed with respect to the contrary, Fiscal Year in which occurs the Employment Termination Date as 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 paid through the date of terminationsuch termination had not occurred.

Termination for Cause. Employer The Company may terminate Employee's employment immediately this Agreement at any time for "“cause" by written notice to Employee” as hereinafter defined. For purposes of this Agreement, a termination “Cause” shall be for "cause" if the termination results from any of the 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of determined by the Board of Directors of Employer; the Company (iiithe “Board”) Unreasonable neglect or refusal and shall mean any of the following: (1) failure of Employee to perform the Employee’s duties assigned to Employee under or pursuant to this AgreementAgreement in a manner or at a level acceptable to the Board, unless cured within 60 days; the Company’s Chief Executive Officer, the Company’s President or the Company’s Executive Vice President; (iv2) Conviction personal dishonesty by Employee involving Company business; (3) breach of fiduciary duty by Employee to the Company involving personal profit; (4) commission of a crime involving moral turpitude; felony by Employee which in the Company’s judgment has or may have an adverse affect on the Company’s business or reputation; (v5) Adjudication 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 bankrupt, which adjudication has not been contested in good faith, unless bankruptcy function where Employee is caused directly by Employer's unexcused failure to perform its obligations under this Agreement; (vi) Documented failure to follow the reasonable, written instructions working on behalf of the Board Company; (6) Employee’s willful refusal to comply with reasonable requests made of Directors of EmployerEmployee by the Company’s Chief Executive Officer, provided that the instructions do not require Company’s President or Executive Vice President; (7) a breach by Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or material provision of this Agreement Agreement; (8) any failure of an audit of the books of the LBI Entities to be 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 timely manner (unless the failure to receive such an opinion is due solely to circumstances that occurred prior to the contrary, if Employee's employment is terminated 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 Board shall be final and conclusive. If the Company terminates this Agreement for cause, the Company shall not be obligated to make any further payments to Employee shall forfeit all rights to payments hereunder, except amounts due as salary and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through bonuses earned at the date time of such termination.

Termination for Cause. Employer may terminate Employee's employment immediately for "cause" by written notice to Employee. For purposes of this Agreement, a termination shall be for "cause" if the termination results from any of the following events: (i) Material 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) Documented 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 includinghereunder, but not limited to, misappropriating any funds or property of any such company, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is material and adverse to the interest interests, monetary or otherwise, of Employer or any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors subsidiary or affiliate of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 daysthirty (30) days following Employer’s written notice to Employee specifying the nature of the neglect or refusal; (iv) Conviction of a crime involving any act of dishonesty, acts of moral turpitude, or the commission of a felony; (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 reasonable, written instructions of the Board of Directors of Employer or the Employer’s President and Chief Executive Officer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented A willful violation of the rules a material rule or regulations regulation of the Office of the Comptroller of the Currency or of any other regulatory agencyagency governing Employer or any subsidiary or affiliate of Employer. Notwithstanding any other term or provision of this Agreement 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 paid through the date of termination.

Termination for Cause. Employer This Agreement and Executive’s employment hereunder may terminate Employee's employment immediately for "cause" be terminated at any time by written notice the Company without any liability owing to Employee. For purposes of Executive or Executive’s beneficiaries under this Agreement, a termination shall be for "cause" if the termination results from any of the following events: except (i) Material breach accrued and unpaid Base Salary through the date of this Agreement; termination, (ii) Documented misconduct as an executive any unreimbursed business expenses incurred prior to the date of termination and to which Executive is entitled to be reimbursed pursuant to Section 5(f), (iii) compensation and benefits under any plan or director agreement covering Executive or Executive’s beneficiaries, which shall be governed by the terms of Employersuch plan or agreement, and (iv) any rights of indemnification set forth in this Agreement or otherwise, under the following conditions, each of which shall constitute “Cause”: a. Executive’s willful and continued failure substantially to perform his duties with the Company or any subsidiary or affiliate thereof (other than as a result of Employer for total or partial incapacity due to physical or mental illness); b. Executive’s willful malfeasance or willful misconduct in connection with the performance of his duties with the Company or any of its subsidiaries or affiliates or willful misrepresentation, willful act or willful omission which, in each case, is injurious to the financial condition or business reputation of the Company or any of its affiliates; c. A material breach by Executive of the provisions of Sections 13-16 of this Agreement, provided that, in all cases, Executive shall be given written notice by the Company of such material breach, which Employee notice describes in reasonable detail the acts and omissions of Executive believed by the Board to form the basis of such material breach and a period of at least ten (10) business days following the delivery of such notice to cure such breach, to the extent such breach is performing services hereunder includingcurable; or d. Executive’s conviction of, but not limited or plea of guilty or nolo contendere to, misappropriating a crime constituting (i) a felony under the laws of the United States or any funds state thereof or property (ii) a misdemeanor involving moral turpitude the conviction of which is injurious to the financial condition or business reputation of the Company or any such companyof its affiliates. For the purposes hereof, no act, or attempting failure to obtain any personal profit act, by Executive will be deemed “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive’s act, or failure to act, was in the best interest of the Company, and under no circumstances will the failure to meet performance targets, after a good faith attempt to do so, in and of itself constitute Cause. A termination for Cause under (x) from any transaction Section 6(d) shall be effective when the Company has given Executive written notice of its intention to which such company is a party terminate Executive for Cause, describing in reasonable detail those acts or omissions that are believed by the Board to constitute Cause, and (y) from any transaction with any third party in which Employee Section 6(a) or Section 6(b) shall be effective when the Company has an interest which is adverse to the interest given Executive written notice of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 his failure to perform its obligations under this Agreement; (vi) Documented or his willful malfeasance, misconduct, misrepresentation, act or omission, in each case, believed by the Board to constitute Cause, together with a description thereof in reasonable detail, and Executive has not cured such failure to follow perform or willful malfeasance, misconduct, misrepresentation, act or omission, in the reasonable, written instructions reasonable judgment of the Board Board, within ten (10) business days following delivery of Directors of Employersuch notice, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement to the contraryextent curable; provided that, if Employee's employment is terminated in all cases, no termination for causeCause shall be effective unless the Board has determined, Employee shall forfeit all rights to payments by majority vote, that Executive’s conduct constitutes Cause hereunder and benefits otherwise provided pursuant to this Agreementin the case of a breach under Section 6(a), Section 6(b) or Section 6(c) that Executive has not cured the breach; provided, howeverfurther, that Base Salary Cause shall be paid through cease to exist for an event on the ninetieth (90th) day following the later of its occurrence or the date of terminationupon which the Company had knowledge of, or should have reasonably had knowledge of, such event, unless the Company has given Executive written notice thereof prior to such date.

Termination for Cause. Employer During the Term of Employment, the Company may terminate Employee's employment immediately for "cause" by written at any time, without giving notice to Employee, immediately terminate this Agreement for Cause. For purposes As used herein, "Cause" shall mean 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 abuses other substances or (f) willfully breaches any other material provision of this Agreement. The Company may also terminate Employee for "Cause" 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, a or the policies of the Company, in which case 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 for "cause" if without prejudice to any other remedy to which the termination results from any Company may be entitled either at law, in equity, or under this Agreement. Before the Company may terminate this Agreement by reason of Employee's habitual neglect of or failure to perform the usual and customary duties of his job or policies of the following events: (i) Material breach of this Agreement; (ii) Documented misconduct as an executive or director of EmployerCompany, or any subsidiary or affiliate of Employer for which the Company must first notify Employee is performing services hereunder includingin writing, but not limited to, misappropriating any funds or property of any such company, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party setting forth in detail those duties and/or policies which Employee has an interest habitually neglected or failed to perform, and provide Employee a reasonable period of time, not to exceed thirty (30) days, in which is adverse to cure such neglect or failure. If Employee does not cure the interest specified areas of neglect of failure, the Company may terminate this Agreement immediately by giving Employee written notice. At the time of any such company, unless, in either casetermination for Cause, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal be entitled to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of receive any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 and employment benefits which shall be paid through have accrued prior to the date of termination, but shall not be entitled to any 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. Employer may terminate Employee's (i) If CBS terminates Executive’s employment immediately hereunder for "cause" by written notice “Cause” then no further compensation shall be paid to Employee. Executive after the date of termination. (ii) For purposes of this Agreement, a termination “Cause” shall be for "cause" if the termination results from defined as any of the following eventsfollowing: (i1) Material Executive’s breach of this Agreement; (ii2) Documented misconduct Executive’s failure to adhere to any written policy of CBS or its subsidiaries or affiliates in any material respect; (3) Executive’s failure (as an executive determined in good faith by the President or director Board of EmployerDirectors of CBS) to effectively perform the duties assigned to Executive by CBS in any material respect; (4) the appropriation (or attempted appropriation) of a material business opportunity of CBS or its subsidiaries or affiliates, including attempting to secure or securing any subsidiary personal profit in connection with any transaction entered into on behalf of CBS or affiliate its subsidiaries or affiliates; (5) the misappropriation (or attempted misappropriation) of Employer for which Employee is performing services hereunder including, but not limited to, misappropriating any funds or property of CBS or its subsidiaries or affiliates or the commission by Executive of any such companyact of fraud against CBS or its subsidiaries or affiliates; (6) the conviction of, the indictment for (or its procedural equivalent), or attempting to obtain the entering of a guilty plea or plea of no contest with respect to, a felony, the equivalent thereof, or any personal profit other crime involving moral turpitude; or (x7) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent violation by Executive of the Board Confidentiality Agreement (as defined in paragraph 4 hereof) or the unauthorized use by Executive of Directors the trade secrets or confidential information of Employer;CBS or its subsidiaries or affiliates. (iii) Unreasonable neglect or refusal to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision For purposes of this Agreement to paragraph 3(a) 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 paid through the “date of termination” shall be the later of: (A) the date CBS provides Executive with notice of termination of her employment, or (B) the last date Executive provides services on behalf of CBS, as set forth in the notice of termination provided to Executive by CBS. CBS is not required to give prior notice to Executive of termination for Cause.

Termination for Cause. Employer may The Company shall have the right to immediately terminate this Agreement and Employee's ’s employment immediately with the Company for "cause" by written notice to Employee. For purposes of this Agreement, a termination shall be for "cause" if the termination results from any of the following events:causes (each a “Cause”): (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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 days; (iva) 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; (vb) Adjudication as a bankrupt, which adjudication has not been contested Engaging in good faith, unless bankruptcy is caused directly by Employer's unexcused failure to perform its obligations under this Agreementany act involving fraud or theft; (vic) Documented failure to follow 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 reasonable, written instructions 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 President, Chairman or the Board or with the policies, standards and regulations of Directors 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 Employerthe 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 instructions do not require 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 engage in unlawful conduct; or subsections (viic) Any documented violation through (h), the Employee shall have failed to cure such circumstances within 30 days of receipt of such notice. Upon the rules or regulations of the Office of the Comptroller of the Currency or effectiveness of any other regulatory agency. Notwithstanding any other term or provision of termination for Cause by the Company, the Company shall have no further obligation under this Agreement and payment of all compensation to the contraryEmployee under this Agreement shall cease immediately, if Employee's employment is terminated except for cause, Employee shall forfeit all rights to payments and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid any payment of compensation accrued but unpaid through the date of terminationsuch termination for Cause. The Employee acknowledges that his compensation may also be subject to any clawback provisions required by law, rule, regulation or company policy consistent with any law, rule or regulation.

Termination for Cause. Employer may (a) Notwithstanding the provisions of this Agreement, the Board of Directors of the Company may, in its sole discretion, terminate Employeethe Executive's employment immediately with the Company for Cause. For the purposes of this Agreement, the Company shall have "causeCause" 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 written notice 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 Cause pursuant to Employeesubsection (c) of this Section 10. For purposes of this Agreementparagraph, a termination no act, or failure to act, on the Executive's part shall be for considered "causewillful" if unless done, or omitted to be done, by him not in good faith or without reasonable belief that his action or omission was in the termination results from any best interest of the following events: (i) Material breach Company; provided that any act or omission to act on the Executive's behalf in reliance upon an opinion of this Agreement; (ii) Documented misconduct as an executive counsel to either the Company or director of Employerthe Bank shall not be deemed to be "willful." Notwithstanding the foregoing, or any subsidiary or affiliate of Employer the Executive shall not be deemed to have been terminated for which Employee is performing services hereunder including, but not limited to, misappropriating any funds or property of any such company, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee Cause unless and until there shall have first obtained been a resolution approved by a majority of the written consent non-officer members of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal the Company finding that, in the good faith opinion of such majority, the Executive was guilty of conduct which is deemed to perform be Cause within the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision meaning of this Agreement paragraph, after notice to the contraryExecutive and an opportunity for him, if Employee's employment is terminated for causetogether with his counsel, Employee shall forfeit all rights to payments be heard before such majority (with the Company Board retaining the right to deliberate without the Executive and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through the date of terminationhis counsel present before and/or after such hearing).

Termination for Cause. Employer NBTB may terminate Employee's Executive’s employment immediately for "cause" Cause by written notice to EmployeeExecutive. For purposes of this Agreement, a termination “Cause” shall mean Executive’s: (1) personal dishonesty, incompetence (which shall be for "cause" if measured against standards generally prevailing in the termination results from financial institutions industry), willful or gross misconduct with respect to the business and affairs of NBTB or NBT Bank, or with respect to any of the 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 their affiliates for which Employee Executive is performing services hereunder includingassigned material responsibilities or duties; (2) willful neglect, but not limited tofailure, misappropriating any funds or property of any such company, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform carry out his duties hereunder in a reasonable manner after a written demand for substantial performance is delivered to Executive that specifically identifies the manner in which NBTB believes that Executive has not substantially performed his duties assigned to Employee under and Executive has not resumed such substantial performance within 21 days of receiving such demand; (3) willful violation of any law, rule, or pursuant to this Agreement, unless cured within 60 days; regulation (ivother than traffic violations or similar offenses) Conviction or the conviction of a crime involving moral turpitude; felony, whether or not committed in the course of his employment with NBTB; (v4) Adjudication as being 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 reasonablespecific subject of a final cease and desist order from, written instructions agreement with, or other order or supervisory direction from, any federal or state regulatory authority; (5) conduct tending to bring NBTB, NBT Bank or any of the Board their affiliates into public disgrace or disrepute; or (6) breach of Directors of Employer, provided that the instructions do not require Employee to engage any representation or warranty in unlawful conduct; or (viisection 6(a) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency hereof or of any other regulatory agencyagreement contained in section 1, 4, 5 or 6(b) hereof. Notwithstanding any other term or provision of this Agreement to the contrary, if Employee's Executive’s employment is terminated for causeCause, Employee Executive shall forfeit all rights to payments compensation and benefits otherwise provided pursuant to this Agreement; provided, however, that the Base Salary shall be paid through the date of terminationTermination Date.

Termination for Cause. Employer The Company may terminate Employee's Executive’s employment immediately and all of the Company’s obligations under this Agreement, except as provided in Section 3.2(b), below, at any time for "cause" Cause (as defined below) by giving written notice to EmployeeExecutive stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. For purposes “Cause” shall mean any of the following: (1) Executive has materially breached this Agreement, a termination shall be for "cause" if any other agreement to which Executive and the termination results from any of the following events: (i) Material breach of this Agreement; (ii) Documented misconduct as an executive or director of EmployerCompany are parties, or any subsidiary Company policy (including the Company’s policy against unlawful harassment), or affiliate of Employer for which Employee is performing services hereunder 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, misappropriating 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 such company, or attempting material act of dishonesty; (7) Executive has attempted to obtain any a personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee the Company has an interest interest, and which constitutes a corporate opportunity of the Company, or which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent interests of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this AgreementCompany, unless cured within 60 days; (iv) Conviction the transaction was approved in writing by the Board after full disclosure of a crime involving moral turpitude; (v) Adjudication as a bankruptall details relating to such transaction. For purposes of this Section 3.1(b), which adjudication has not been contested in good faithno act, unless bankruptcy is caused directly by Employer's unexcused or failure to perform its obligations under this Agreement; (vi) Documented failure act, on Executive’s part will be deemed “willful” unless done, or omitted to follow the reasonablebe done, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage by Executive in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of terminationbad faith.

Termination for Cause. Employer (i) This Agreement and Employee’s employment may terminate Employee's employment immediately be terminated by Deerfield at any time for "cause" by written notice Cause following delivery of a Notice of Termination to Employee. . (ii) For purposes of this Agreement, a termination Agreement “Cause” shall be for "cause" if mean: (A) the termination results from breach by Employee of any of the following events: (i) Material breach material provision 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 Sections 5, 6 and 7, or property the Profits Interest Grant Agreement; (B) Employee’s commission of a felony or violation of any law involving moral turpitude, dishonesty, disloyalty or fraud; (C) any failure by Employee to substantially comply with any written rule, regulation, policy or procedure of Deerfield or any Affiliate of Deerfield applicable to Employee, which noncompliance could reasonably be expected to have a material adverse effect on the business of Deerfield or any such companyAffiliate; (D) any failure by Employee to comply with Deerfield’s, or attempting any Affiliate of Deerfield’s, policies with respect to obtain ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ applicable to Employee; (E) a willful material misrepresentation at any personal profit time by Employee to any member of the Board or any director or superior executive officer of Deerfield or any of its Affiliates; (xF) from Employee’s willful failure or refusal to comply with any transaction of Employee’s material obligations hereunder or a reasonable and lawful instruction of the Board or the person to which such company is a party whom Employee reports; or (yG) from any transaction with any third party in which commission by Employee has an interest which is adverse to the interest of any such company, unlessact of fraud or gross negligence in the course of Employee’s employment hereunder or any other action by Employee, in either casecase that is determined to be detrimental to Deerfield or any of its Affiliates (which determination, Employee in the case of gross negligence or such other action, shall have first obtained the written consent of be made by the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 Agreementreasonable discretion); provided, however, that, except for any willful or grossly negligent acts or omissions, the commission of any act or omission described in clause (A) or (C) that Base Salary is capable of being cured shall be paid through not constitute Cause hereunder unless and until Employee, after written notice from Deerfield to Employee specifying the date circumstances giving rise to Cause under such clause, shall have failed to cure such act or omission to the reasonable satisfaction of terminationthe Board within ten (10) business days after such notice.

Termination for Cause. Employer At any time during the Term, the Company may terminate Employee's this Agreement and the Executive’s employment immediately with the Company, at any time, for "cause" by written notice to Employee. “Cause.” For purposes of this Agreement, a termination “Cause” shall be for "cause" if the termination results from mean any of the following events: following: (i) Material breach the neglect or failure or refusal of this Agreement; Executive to perform Executive’s duties hereunder (ii) Documented misconduct other than as an executive a result of total or director of Employerpartial incapacity due to physical or mental illness), 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of as determined by the Board of Directors or 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 Employer; its affiliates, monetarily or otherwise; (iii) Unreasonable neglect perpetration of an intentional and knowing fraud against or refusal to perform affecting the duties assigned to Employee under Company or pursuant to this Agreementany of its affiliates or any customer, unless cured within 60 days; client, agent, or employee thereof; (iv) Conviction any willful or intentional act that could reasonably be expected to injure the reputation, business, or business relationships of a crime involving moral turpitude; the Company or any of its affiliates or Executive’s reputation or business relationships; (v) Adjudication as a bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Employer's unexcused Executive’s material failure to perform comply with, and/or a material violation by Executive of, the internal policies of the Company or any of its obligations under this Agreement; affiliates and/or procedures or any laws or regulations applicable to Executive’s conduct as an employee of the Company; (vi) Documented failure to follow the reasonableExecutive’s conviction (including conviction on a nolo contendere plea) of a felony or any crime involving fraud, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conductdishonesty or moral turpitude; or (vii) Any documented violation the breach of the rules a covenant set forth in Sections 10, 11 or regulations of the Office of the Comptroller of the Currency 12 herein; or of (viii) any other regulatory agency. Notwithstanding any other term or provision material breach by Executive of this Agreement 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 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 paid 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 obligation to pay the Executive (i) any earned but unpaid base salary through the Executive’s last date of terminationemployment, at the rate then in effect, (ii) for any unused accrued and unforfeited vacation, and (iii) subject to Section 8 herein, for any unreimbursed business expenses incurred by the Executive prior to the last date of employment with the Company. The Company shall deduct, from all payments made hereunder, all applicable taxes and other appropriate deductions.

Termination for Cause. Employer (1) The Company may terminate Employeethe Executive's employment immediately and the Employment Period for "cause" by written notice to EmployeeCause. For the purposes of this Agreement, a the Company shall have "Cause" to terminate employment hereunder only (A) if termination shall have been the result of an act or acts of misconduct materially injurious to the Company, monetarily or otherwise, or (B) upon the wilful and continued failure by the Executive substantially to perform his duties with the Company (other than any such failure resulting from incapacity due to mental or physical illness) after a demand in writing for substantial performance is delivered by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, and such failure results in demonstrably material injury to the Company. The Executive's employment shall in no event be considered to have been terminated by the Company for "cause" Cause if such termination took place as the termination results from any result of the following events: (i) Material breach of this Agreement; bad judgment or negligence, or (ii) Documented misconduct as an executive any act or director omission without intent of Employergaining therefrom directly or indirectly a profit to which the Executive was not legally entitled, or (iii) any subsidiary act or affiliate of Employer for which Employee is performing services hereunder including, but omission believed in good faith to have been in or not limited to, misappropriating any funds or property of any such company, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse opposed to the interest of the Company, or (iv) any such company, unlessact 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 Amended Code of Regulations of the Company or the laws of the State of Ohio, in either case, Employee each case as in effect at the time of such act or omission. The Executive shall not be deemed to have been terminated for Cause unless and until there shall have first obtained been delivered to him a copy of a resolution duly adopted by the written consent affirmative vote of not less than three-quarters of the entire membership of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 days; (iv) Conviction of at 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 reasonable, written instructions meeting of the Board of Directors called and held for the purpose (after not less than 30 days' written notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board of EmployerDirectors, provided that such notice of meeting to indicate the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or 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 contraryprovision so indicated), if Employeefinding that in the good faith opinion of the Board of Directors the Executive was guilty of conduct set forth above in clauses (A) or (B) of the second sentence of this paragraph and specifying the particulars thereof in detail. (2) If the Executive's employment is shall be terminated for causeCause, Employee the Company shall forfeit all rights to payments pay the Executive within ten (10) days of such termination, his unpaid Sales Commissions and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid Compensation through the date Employment Termination Date at the rate in effect at the time Notice of terminationTermination is given.

Termination for Cause. The Employer may terminate Employee's the Executive’s employment immediately at any time for "cause" Cause, after providing the Executive with at least 30 days’ notice of such proposed termination and 15 days to remedy the alleged defect. In this Agreement, “Cause” means the willful and continued failure by written the Executive to substantially perform, or otherwise properly carry out, the Executive’s duties on behalf of RB Global or its operating affiliates, or to follow, in any material respect, the lawful policies, procedures, instructions or directions of the Employer or any applicable affiliate (other than any such failure resulting from the Executive’s disability or incapacity due to physical or mental illness), or the Executive willfully or intentionally engaging in illegal or fraudulent conduct, financial impropriety, intentional dishonesty, breach of duty of loyalty or any similar intentional act which is materially injurious RB Global or an affiliate, or which may have the effect 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 to Employeeor pay in lieu of notice at common law. For the purposes of this Agreementdefinition, a termination no act, or failure to act, on the part of an Executive shall be for "cause" if considered “willful” unless done or omitted to be done, by the termination results from any Executive in bad faith and without reasonable belief that the Executive’s action or omissions were in, or not opposed to, the best interests of the following events: Employer and its affiliates. In the event of termination for Cause, the rights of the Executive with respect to any PSUs, RSUs (i) Material breach including those issued as part of this Agreement; (ii) Documented misconduct as an executive the SOG), or director stock options granted pursuant to the Plan or any successor plan providing for grants of EmployerPSUs, RSUs, or stock options, and pursuant to any and all PSU, RSU and stock option grant agreements, will be governed pursuant to the terms of the Plan, or any subsidiary or affiliate of Employer successor plan thereto, and respective grant agreements for which Employee is performing services hereunder includingsuch PSUs, but not limited to, misappropriating any funds or property of any such company, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement to the contrary, if Employee's employment is terminated for cause, Employee shall forfeit all rights to payments RSUs and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through the date of terminationstock options.

Termination for Cause. Employer may A. The Company shall have the right to terminate Employee's the employment immediately of Employee hereunder at any time for cause (as used herein, "cause" ") if: (1) Employee shall be convicted by written notice 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 Employee. For purposes 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; 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, in the event the net monthly sales volume (total amount of all accounts receivable purchased in any calendar month) of the Company is less than One Million Dollars ($1,000,000.00) per month in any consecutive two (2) month period or in a termination three (3) month aggregate in any twelve (12) month period. B. In the event that the employment of Employee shall terminate by the Company for cause pursuant to paragraph 9A hereof, Employee shall be for "cause" if entitled to receive his salary then in effect through the termination results date of such termination. Employee shall accept the payments pursuant to this paragraph in full discharge and release of the Company of and from any of the following events: (i) Material breach of further obligations under this Agreement; (ii) Documented misconduct as an executive . Nothing contained in this paragraph shall constitute a waiver or director release by the Company of Employerany rights or claims it may have against Employee, or any subsidiary or affiliate of Employer for which Employee is performing services hereunder including, but not limited to, misappropriating any funds claims or property of any such company, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse rights pursuant to the interest of any such company, unless, provisions set forth in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of termination.

Termination for Cause. Employer may terminate Employee's employment immediately for "cause" by written notice to Employee. For purposes of this Agreement, a termination shall be for "cause" if the termination results from any of the 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party Notwithstanding anything contained in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement to the contrary, the Company shall have the right to immediately terminate the employment of Executive for “Cause” if Employee's the Chief Executive Officer determines that Executive: (a) willfully or materially breaches this Agreement or any other written agreement with the 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 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 Officer and/or the 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 misconduct that is materially harmful to the 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 terminated convicted of or pleads guilty to any criminal charge or indictment, the nature of which the Board determines, in its sole discretion, may have a detrimental impact on the general reputation of the Company, its finances, or other legitimate business interest. An act or failure to act is considered “willful” if done or not done with an absence of good faith and without a reasonable belief that the act or failure to act was in the best interests of the Company. In the event of termination for cause“Cause,” Executive shall not be entitled to any severance payments or any other payments under this Agreement except as may be required by law, Employee but shall forfeit all rights to payments and benefits otherwise provided pursuant to this Agreement; provided, however, that receive Executive’s Base Salary shall be paid 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 entitled under any applicable benefit plan of the Company that are not otherwise provided by this Agreement (collectively, the “Accrued Obligations”). Executive shall not be terminated for Cause unless and until Executive 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 futile.

Termination for Cause. Employer may The Company shall have the right to immediately terminate this Agreement and the Employee's ’s employment immediately with the Company at any time for "cause" by written notice to Employee. For purposes of this Agreement, a termination shall be for "cause" if the termination results from any of the following events:causes (each a “Cause”): (ia) Material breach Any act of fraud, dishonesty, gross negligence, misrepresentation, or embezzlement, misappropriation, or conversion of assets of the Company or 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 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; (iid) Documented misconduct as an executive Willful or director material violation of Employerany 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 absence due to bona fide illness or Disability 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, racial, or other forms of harassment or discrimination in violation of the law or Company policies; (j) Breach of the Employee’s fiduciary duties or confidentiality obligations or engaging in any subsidiary other act of material dishonesty or affiliate disloyalty toward the Company; (k) Violating any of Employer for which Employee is performing services hereunder the Company’s written policies or codes of conduct including, but not limited to, misappropriating any funds written policies related to equal employment opportunity, performance of illegal or property of any such companyunethical activities, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employerand ethical misconduct; (iiil) Unreasonable neglect Repeatedly reporting to work under the influence of alcohol or refusal drugs in a manner that impacts the Employee’s ability to perform the duties assigned to Employee under of the Employee’s job 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 the obligations under this Agreement; (vim) Documented The Employee’s failure to follow obtain and/or maintain proper authorization to work in the reasonable, written instructions United States commensurate with the needs of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; orCompany; (viin) Any documented violation The Employee’s voluntary resignation or other termination of employment effected by the rules or regulations of Employee at any time when the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement to the contrary, if Employee's employment is terminated Company could effect a termination for cause, Employee shall forfeit all rights to payments and benefits otherwise provided Cause pursuant to this Agreement; providedand/or (o) The Employee’s material breach of any term of this Agreement or any other agreement with the Company or any of its affiliates or failure to perform any of the Employee’s duties to the satisfaction of the Company Board and Parent Board. The Company Board and Parent Board shall, howeverin its sole discretion, have the authority to make the determination that Base Salary the Employee has been terminated for Cause. Upon the effectiveness of any termination for Cause by the Company, the Company shall be paid 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 accordance with the terms and conditions of the applicable plans of the Company, as applicable, and (iii) reimbursement for any unreimbursed business expenses incurred by the Employee on or prior to the Employee’s last date of employment with the Company pursuant to Section 4.3 (collectively, the “Accrued Amounts”). In the event 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 for Cause and the Employee acknowledges that the Employee’s compensation may also be subject to any clawback provisions required by law, rule, regulation or Company policy (as in effect upon the Commencement Date or any time thereafter), as well as any other agreement between the Company and the Employee that provides for clawback of any compensation or equity in the Company (including any equity related awards).

Termination for Cause. Employer may terminate EmployeeUpon Termination of this Wholesaling Agreement for cause, Contractor will have no further rights under this Agreement to any commissions or other compensation otherwise payable under the terms of this Agreement or the attached Schedule(s). A termination for cause will be effective immediately upon Contractor's employment conviction of a felony, or revocation of Contractor's license, or immediately for "cause" by upon the Company sending Contractor a written notice of termination for cause. This Agreement may be terminated for cause as follows, if Contractor: (1) withholds any funds due the Company, a Broker-Dealer, or a customer of the Company, (2) withholds any policies, documents or correspondence that rightfully should have been transmitted to Employee. For purposes the Company, or to an Assigned Broker-Dealer, (3) fails to promptly return any property belonging to the Company or 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 AgreementWholesaling Agreement or any other agreement Contractor enters into with the Company, (5) is convicted of a termination shall be for "cause" if 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 termination results from Company, (7) has a required bond refused or cancelled, (8) misrepresents any of the following events: Company's products or services, or causes, advises, aids or abets an Assigned Broker-Dealer to do so, (i9) Material breach 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 Agreement; Wholesaling Agreement or the Company's published rules and regulations, (ii12) Documented misconduct as an executive causes or director attempts to cause employees, representatives or agents of Employerthe Company to discontinue their association with the Company, or any subsidiary causes, advises, aids 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 abets an Assigned Broker-Dealer to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of termination.so,

Termination for Cause. Employer may terminate Employee's employment immediately for "cause" by written notice to Employee. For purposes of this Agreement, a termination shall be for "cause" if the termination results from any of the following events: (i) Material 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) Documented 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 includinghereunder, but not limited to, misappropriating any funds or property of any such company, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is material and adverse to the interest interests, monetary or otherwise, of Employer or any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors subsidiary or affiliate of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 daysthirty (30) days following Employer's written notice to Employee specifying the nature of the neglect or refusal; (iv) Conviction of a crime involving any act of dishonesty or moral turpitude, or the commission of a felony; (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 reasonable, written instructions of the Board of Directors of Employer or Employer's President and Chief Executive Officer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented A willful violation of the rules a material rule or regulations regulation of the Office of the Comptroller of the Currency or of any other regulatory agencyagency governing Employer or any subsidiary or affiliate of Employer. Notwithstanding any other term or provision of this Agreement 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 paid through the date of termination.

Termination for Cause. Employer (a) The Association may terminate Employee's Executive’s employment immediately at any time, but any termination other than termination for "cause" by written notice “Cause,” as defined herein, shall not prejudice Executive’s right to Employee. For purposes of 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” as used herein, shall exist when there has been a termination good faith determination by the Board that there shall be for "cause" if the termination results from any have occurred one or more of the following events: events with respect to the Executive: (i) Material breach the conviction of this Agreement; the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) Documented misconduct as an executive the willful commission by the Executive of a criminal 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unlessother act that, in either case, Employee shall have first obtained the written consent judgment of the Board will likely cause substantial economic damage to the Company or the Association or substantial injury to the business reputation of Directors of Employer; the Company or the Association; (iii) Unreasonable neglect the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 days; Association; (iv) Conviction the continuing willful failure of the Executive to perform his duties to the Company or the Association (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a crime involving moral turpitude; reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) Adjudication as an order of a bankruptfederal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive’s employment by the Company. Notwithstanding the foregoing, which adjudication has Cause shall not be deemed to exist unless there shall have been contested in good faith, unless bankruptcy is caused directly delivered to the Executive a copy of a resolution duly adopted by Employer's unexcused failure to perform its obligations under this Agreement; (vi) Documented failure to follow the reasonable, written instructions affirmative vote of not less than a majority of the entire membership of the Board at a meeting of Directors 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 Employerthe 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, provided 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 instructions do Executive 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 require Employee to engage in unlawful conduct; or exceed fourteen (vii14) Any documented violation days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. Upon a finding of Cause, the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement Board shall deliver to the contraryExecutive a Notice of Termination, 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 paid through the date of terminationas more fully described in Section 10 below.

Termination for Cause. Employer may terminate EmployeeThe Executive's employment immediately hereunder may be terminated by the Company for "causeCause" by (as herein defined) upon at least thirty (30) days' prior written notice to Employeethe Executive. Termination for Cause shall mean termination by reason of (a) the willful and continued failure by Executive to substantially perform his duties with the Company (other than any such failure resulting from his incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the President or Board of Directors, which demand specifically identifies the manner in which the Executive is believed not to have substantially performed his duties, (b) the Executive's willful engagement in conduct which is or is likely to become demonstrably and materially injurious to the Company, monetarily or otherwise, or (c) the Executive's breach of Section 10.12 hereof. For purposes of this AgreementSection, a termination no act, or failure to act, on the part of the Executive shall be for deemed "causewillful" if unless done, or omitted to be done, by the termination results from any Executive not in good faith and without reasonable belief that his action or omission was in the best interests of the following events: (i) Material breach Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there has been delivered to him a copy of this Agreement; (ii) Documented misconduct as an executive or director a resolution duly adopted by the affirmative vote of Employer, or any subsidiary or affiliate not less than a majority 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent entire membership of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 days; (iv) Conviction of at 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 reasonable, written instructions 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 his counsel, to be heard before the Board of EmployerDirectors), provided finding that in the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation good faith opinion of the rules or regulations Board of Directors the Executive was guilty of conduct of the Office of type set forth above in this Section and specifying the Comptroller of particulars thereof in detail. Upon termination for Cause hereunder the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement Executive shall be entitled to receive the contrary, if EmployeeExecutive'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 paid through the date of termination.

Termination for Cause. Employer may terminate EmployeeThe Employer, upon a vote of the Company's employment immediately for "cause" by written notice to Employee. For purposes Board of this Agreement, a termination Directors (excluding the Executive) shall be for "cause" if entitled to immediately terminate the termination results from Executive's services in any of the following eventscircumstances, each of which shall constitute "cause" for such termination: (a) willful misconduct by the Executive in the performance of his duties of employment provided such willful misconduct, as well as all adverse consequences thereof, after (10) days' written notice from the Company setting forth the particulars of such misconduct, (i) Material breach remains uncured and is not in the process of this Agreementbeing cured by the Executive in a manner that will result in such cure within a reasonable period of time or (ii) reoccurs; (iib) 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 the Executive's violation of any such company, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or material provision of this Agreement to which, after twenty (20) days' written notice from the contraryCompany setting forth such violation, if Employeeeither (i) remains uncured or (ii) is not in the process of being cured by the Executive in a manner that will result in such cure within a reasonable period of time; (c) the Executive's employment violation of a written order of the Company's Board of Directors which, after twenty (20) days' written notice from the Company detailing such violation, either (i) remains uncured or (ii) is not in the process of being cured by the Executive in a manner that will result in such cure within a reasonable period of time; (d) repeated acts of negligence by the Executive; (e) the Executive's commission of a material act of personal dishonesty involving the Company; and (f) the Executive's conviction for a criminal offense (excluding traffic and other minor misdemeanors that do not carry a penalty of possible imprisonment). If the Executive is terminated for causeany of the causes referred to in the above sub-paragraphs (a) through (f), Employee all obligations of the Employer under this Agreement (except for obligations specifically referred to as continuing) shall forfeit all rights automatically cease, and the Executive shall not be entitled to any salary, payments and or other benefits otherwise provided pursuant to payable under this Agreement; provided, however, Agreement that Base Salary arise after the last day of employment. The Executive shall be paid 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 of any such Termination for Cause, the Executive's obligations and agreements under Sections 21 through 24 hereof shall continue in full force and effect in the date of terminationmanner and on the terms set forth herein.

Termination for Cause. Employer may terminate Employee's In the event that employment immediately hereunder is terminated by the Company for "cause" Cause, the Executive shall not be entitled to receive compensation or other benefits for any period after such termination, except as provided by law. The phrase “Cause” as 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: (i) the conviction of the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful 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 his duties to the Company or Bank (other than any such failure resulting from the Executive’s incapacity due to Disability) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to Employeebe heard and cure such failure are given to the Executive; or (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, 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 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 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 the Board, 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 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 heard before the Board. For purposes of this Agreementsubparagraph, a termination no act or failure to act, on the Executive’s part shall be for "cause" if considered “willful” unless done, or omitted to be done, by him not in good faith without reasonable belief that his action or omission was in the termination results from any best interest of the following events: (i) Material breach Company and the Bank. Upon a finding of this Agreement; (ii) Documented misconduct as an executive or director of EmployerCause, 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse the Board shall deliver to the interest Executive a Notice of any such companyTermination, unless, as more fully described in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of terminationSection 9 below.

Termination for Cause. Employer may If the Optionee’s Service Relationship terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate Employee's employment immediately for "cause" by written notice to Employeeand be of no further force and effect. For purposes of this Agreementhereof, a termination “Cause” shall be for "cause" if the termination results from any of the following events: mean, (i) Material breach the Optionee’s refusal to comply with any lawful directive or policy of this Agreement; the Board which refusal is not cured by the Optionee within ten (10) days of such written notice from the Company; (ii) Documented misconduct as an executive the Company’s determination that, in the reasonable judgment of the Board, the Optionee has committed any act of dishonesty, embezzlement, unauthorized use or director disclosure of Employerconfidential information or other intellectual property or trade secrets, common law fraud or other fraud against the Company or any subsidiary 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; Affiliate; (iii) Unreasonable neglect a material breach by the Optionee of any written agreement with or refusal any fiduciary duty owed to perform the duties assigned to Employee under any Company or pursuant to this Agreement, unless cured within 60 days; any Subsidiary of Affiliate; (iv) Conviction the Optionee’s conviction (or the entry of a crime plea of a nolo contendere or equivalent plea) in a court of competent jurisdiction of a felony or any misdemeanor involving material dishonesty or moral turpitude; ; or (v) Adjudication as a bankruptthe Optionee’s habitual or repeated misuse of, 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 reasonable, written instructions or habitual or repeated performance of the Board of Directors of EmployerOptionee’s duties under the influence of, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules alcohol, illegally obtained prescription controlled substances or regulations of the Office of the Comptroller of the Currency or of any other regulatory agencynon-prescription controlled substances. Notwithstanding any other term or provision of this Agreement to the contraryforegoing, if Employee's the Optionee and the Company (or any of its Affiliates) have entered into an employment is terminated for agreement, consulting agreement or other similar agreement that specifically defines “cause, Employee ,” then “Cause” shall forfeit all rights to payments and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through have the date of termination.meaning defined in such other agreement..

Termination for Cause. Employer may terminate Employee's employment immediately for "cause" by written notice to Employee. For purposes of this Agreement, a termination shall be for "cause" if the termination results from any of the following events“Cause” means: (ia) Material breach 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 this Agreementthe Company or any other Subsidiary (other than any such failure resulting from your incapacity due to physical or mental illness) after written demand for substantial performance is delivered by the Board specifically identifying the manner in which the Board believes you have not substantially performed your duties; (iib) Documented misconduct your dishonesty of a material nature that relates to the performance of your duties as an executive employee of the Company or director any other Subsidiary or the commission by you of Employeran act of fraud upon, or willful misconduct toward, the Company or any subsidiary or affiliate of Employer for which Employee is performing services hereunder includingSubsidiary, but not limited to, misappropriating any funds or property of any such company, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of as reasonably determined by the Board after a hearing following ten days’ notice to you of Directors of Employersuch hearing and at which hearing you will be present and have the opportunity to present your position; (iiic) Unreasonable neglect your criminal conduct (other than minor infractions, traffic violations, or refusal alleged criminal conduct for which you are entitled to perform indemnification with respect to such conduct under any indemnity agreement or arrangement between you and the duties assigned to Employee under Company) or pursuant to this Agreementyour conviction, unless cured within 60 daysby a court of competent jurisdiction, of any felony (or plea of nolo contendere thereto); (ivd) Conviction a material violation by you of a crime involving moral turpitudeyour duty of loyalty to the Company or any Subsidiary which results or may reasonably be expected to result in material injury to the Company or any Subsidiary; (ve) Adjudication as a bankrupt, which adjudication has not been contested your failure to cease any conduct reasonably determined in good faithfaith by the Board to be detrimental to the well-being or morale, unless bankruptcy is caused directly by Employer's unexcused failure to perform its obligations under this Agreement; (vi) Documented failure to follow or otherwise not in the reasonablebest interest, written instructions of the Company or any Subsidiary after written demand directing you to cease such conduct is delivered by the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conductspecifically identifying such conduct and demanding cessation thereof; or (viif) Any documented violation your use of alcohol which renders you unable to perform the essential functions of your position as an employee of the rules Company or regulations your illegal use of illegal or controlled drugs or other substances (provided that the Office use of controlled drugs or substances as prescribed by a physician shall not constitute grounds for Cause). Any termination of your employment by the Comptroller Company for Cause shall be communicated to you in a written notice of termination which shall set forth in reasonable detail the Currency or of any other regulatory agencyfacts and circumstances, if any, claimed to provide a basis for such termination. Notwithstanding any other term or provision For purposes of this Agreement to definition of Cause, the contraryCompany shall mean Lighting Science Group Corporation, a Delaware corporation, or if Employee's employment is terminated for cause, Employee shall forfeit all rights to payments a Change of Control occurs and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through on or after the date of terminationthe Change of Control Lighting Science Group Corporation is merged, reorganized or otherwise consolidated with or into another Person, the Person surviving the merger, reorganization or consolidation.

Termination for Cause. Employer may terminate Employee's employment immediately for "cause" by written notice to Employee. For purposes The Company may, with the approval of this Agreement, a termination shall be for "cause" if the termination results from any of the 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent --------------------- majority of the Board of Directors of Employer; the Company, terminate the employment of the Employee hereunder at any time during the Employment Period for "cause" (iiisuch termination being hereinafter called a "Termination for Cause") Unreasonable by giving the Employee notice of such termination, upon the giving of which such termination shall take effect immediately. For the purposes of this Section 8, "cause" shall mean (a) the Employee's willful misconduct with respect to the business and affairs of the Company or any subsidiary or affiliate thereof, (b) the Employee's neglect of duties or refusal failure to perform act which can reasonably be expected to materially and adversely affect the duties assigned business or affairs of the Company or any subsidiary or affiliate thereof, (c) the Employee's breach of this Agreement or of his confidentiality obligation to the Company or its majority owner, VIMRX, (d) the commission by the Employee under of an act involving embezzlement or fraud or (e) the Employee's indictment for any crime; provided, --------- however, that (i) in the event of a Termination for Cause, solely pursuant to this Agreement------- clause (e) hereof, unless cured within 60 days; and such indictment is subsequently withdrawn or the Employee is subsequently acquitted of such crime (ivand has not at such time been convicted of any other crime), then upon such withdrawal or acquittal the Employee shall be entitled to the payments provided for pursuant to Section 11(c) Conviction hereof, and (ii) in the event of a crime involving moral turpitude; Termination for Cause, solely pursuant to clauses (va) Adjudication as or (b) hereof, the Company shall first provide written notice to the Employee specifying the manner in which Employee has engaged in willful misconduct or has neglected or failed to act, and Employee shall have 30 days after receipt of such notice to cure such specified matters, and if a bankruptcure is effected, 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 reasonable, written instructions reasonable determination of the Board of Directors of EmployerDirectors, provided that within such 30-day period, the instructions do Company shall not require Employee have the right to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement effect a Termination for Cause relating 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 paid through the date of terminationmatters specified in such notice.

Termination for Cause. Employer may If the Awardee’s employment terminates for Cause (as defined below), all unvested RSUs shall terminate Employee's employment immediately for "cause" by written notice to Employeeand be of no further force and effect. For purposes hereof, unless otherwise provided in an employment agreement between CICC:2008 Page 3 of this Agreement3 DM_US 158324549-6.092607.0011 the Company and the Awardee, a termination of employment for “Cause” shall be for "cause" if mean, the termination results from any occurrence of one or more of the following events: following: (i) Material breach the Awardee is convicted of, pleads guilty to, or confesses to any felony or any act of this Agreement; fraud, misappropriation or embezzlement which has an immediate and materially adverse effect on the Company or any Subsidiary, as determined by the Administrator (as defined by the Plan) in good faith in its sole discretion; (ii) Documented misconduct as an executive the Awardee engages in a fraudulent act to the material damage or director prejudice of Employer, the Company or any subsidiary Subsidiary or affiliate in conduct or activities materially damaging to the property, business or reputation of Employer for the Company or any Subsidiary, all as determined by the Administrator in good faith in its sole discretion; (iii) any material act or omission by the Awardee involving malfeasance or negligence in the performance of the Awardee’ s duties to the Company or any Subsidiary to the material detriment of the Company or any Subsidiary, as determined by the Administrator in good faith in its sole discretion, which Employee is performing services hereunder including, but has not limited to, misappropriating any funds or property been corrected by the Awardee within thirty (30) days after written notice from the Company of any such company, act or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 days; omission; (iv) Conviction failure by the Awardee to comply in any material respect with any written policies or directives of a crime involving moral turpitude; the Company as determined by the Administrator in good faith in its sole discretion, which has not been corrected by the Awardee within ten (10) days after written notice from the Company of such failure; or (v) Adjudication material breach by the Awardee of any non-competition, non-solicitation, confidentiality or similar agreements between the Awardee and the Company as a bankrupt, which adjudication has not been contested determined by the Administrator in good faith, unless bankruptcy is caused directly by Employer's unexcused failure to perform faith in its obligations under this Agreement; (vi) Documented failure to follow the reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of terminationsole discretion.

Termination for Cause. Employer may The Company shall have the right to terminate Employee's Executive’s employment immediately hereunder for "cause" by written notice to EmployeeCause. For purposes hereof, “Cause” shall be defined as the Board’s good faith determination that the Executive has: (i) 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 misconduct; (iv) habitually abused alcohol or any controlled substance or reported to work under the influence of alcohol or any controlled substance (other than a controlled substance which Employee is properly taking under a current prescription), (v) engaged in harassment of any employee or customer of the Company in violation of Company policy; (vii) committed a 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 Company’s confidential information in violation of his obligations under this Agreement; or (xi) failed, after written warning from the Board specifying in reasonable detail the breach(es) complained of, to substantially perform his duties under this Agreement (excluding, however, any failure to meet any performance targets or to raise capital) 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 resulting in material adverse consequences to the Company, shall be deemed to be a termination without Cause for all purposes of this Agreement, a termination shall be for "cause" if the termination results from any of the 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of termination.

Termination for Cause. Employer may 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 specify in such notice, if such termination is for "cause" by written notice to Employee". For purposes of As used in this Agreement, a termination shall be for the term "cause" if the termination results from any of the 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 includingincludes, but is not limited to, misappropriating any funds or property of any such company, or attempting to obtain any personal profit the following: (x1) from any transaction to which such company is a party or (y) from any transaction with any third party If in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent reasonable judgment of the Company's Board of Directors of EmployerDirectors, the Employee becomes unfit to properly practice pathology on the Company's behalf; (iii2) Unreasonable neglect 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 refusal to perform the duties assigned to Employee is otherwise placed under probation or pursuant to this Agreement, unless cured within 60 daysotherwise formally acted against; (iv3) Conviction If the Employee willfully damages the Company's property, business, reputation or goodwill; (4) If the Employee is convicted of a crime involving moral turpitudeother than a minor traffic violation; (v5) Adjudication as a bankruptIf the Employee is continually inattentive to, or neglectful of, the duties to be performed by the Employee, which adjudication 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 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 not been contested in good faith, unless bankruptcy is caused directly by Employer's unexcused failure voluntarily ceased to perform its obligations 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; (vi16) Documented failure to follow If the reasonable, written instructions of the Company's Board of Directors of Employer, provided determines that the instructions do not require Company is in jeopardy of losing a contract with a medical facility for which the Employee to engage in unlawful conductis rendering pathology services because the administration of such medical facility is dissatisfied with the Employee's performance; or (vii17) Any documented violation If the Employee fails to comply with any of the rules material terms or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision conditions of this Agreement Agreement, any agreement between the Company and a medical facility for which the Company provides services, or the written bylaws, rules, regulations, policies or procedures of a medical facility for which the Company provides services. The Company shall not be limited to termination as a remedy for any injurious, improper or illegal act by the contraryEmployee, if but may also seek damages, injunction, or such other remedy as the Company may deem appropriate under the circumstances. If the Employee's employment is terminated for cause, the Employee shall forfeit all rights agrees to payments and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through vacate the Company's offices on or before the effective date of terminationthe termination and to return and deliver to the Company at such time all Company property.

Termination for Cause. Employer may The Company, by direction of the Board (excluding the Executive), shall be entitled to terminate Employee's employment immediately the Term and to discharge the Executive for "cause" by “Cause” effective upon the giving of written notice to Employeethe Executive. For purposes of this Agreement, a termination the term “Cause” shall be for "cause" if the termination results from any of the following eventsmean: (i) Material breach 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 this Agreementa 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) Documented misconduct as an executive the willful fraud or director material dishonesty of Employer, the Executive in connection with his position or the performance of duties to the Company (including any subsidiary or affiliate misappropriation of Employer for which Employee is performing services hereunder including, but not limited to, misappropriating any the funds or property of any such companythe Company), or attempting to obtain any personal profit (x) from any transaction to which such company is a party the willful misconduct of the Executive in connection with his position or (y) from any transaction with any third party in which Employee has an interest which is adverse the performance of his duties to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of EmployerCompany; (iii) Unreasonable neglect the conviction of Executive in a court of law of, or refusal to perform entering by the duties assigned to Employee under Executive of a plea of guilty or pursuant to this Agreementno contest to, unless cured within 60 daysany felony or any crime involving material dishonesty or theft; (iv) Conviction willful failure by the Executive to cooperate as directed by the Board with a bona fide Company internal investigation or an investigation of a crime involving moral turpitude;the Company by governmental, regulatory or law enforcement authorities, if such breach is not cured (if curable) within 20 days after written notice thereof to the Executive by the Company; and (v) Adjudication any material breach by the Executive of 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 Company requires such breach to be cured (if curable). In the event that the Executive is purportedly terminated for Cause and a court determines that Cause as defined herein was not present, then such purported termination for Cause shall be deemed a bankrupttermination without Cause pursuant to Section 6(c) and the Executive’s rights and remedies will be governed by Section 7(b), which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Employer's unexcused failure to perform its obligations full satisfaction and in lieu of any and all other or further remedies the Executive may have under this Agreement; (vi) Documented failure to follow the reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of termination.

Termination for Cause. Employer may terminate Employee's employment immediately for "cause" by written notice to Employee. For purposes of this Agreement, a termination shall be for "cause" if the termination results from any of the following events: (i) Material 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) Documented 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 includinghereunder, but not limited to, misappropriating any funds or property of any such company, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is material and adverse to the interest interests, monetary or otherwise, of Employer or any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors subsidiary or affiliate of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 daysthirty (30) days following Employer’s written notice to Employee specifying the nature of the neglect or refusal; (iv) Conviction of a crime involving any act of dishonesty, acts of moral turpitude, or the commission of a felony; (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 reasonable, written instructions of the Board of Directors of Employer or Employer’s President and Chief Executive Officer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented A willful violation of the rules a material rule or regulations regulation of the Office of the Comptroller of the Currency or of any other regulatory agencyagency governing Employer or any subsidiary or affiliate of Employer. Notwithstanding any other term or provision of this Agreement 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 paid through the date of termination.

Termination for Cause. Employer The Company may terminate Employee's employment immediately this Agreement for "cause" by written notice to EmployeeCause. For purposes of this Agreement, a termination shall be for "cause" if the termination results from any of the following events: “Cause” means: (i) Material breach the willful and continued failure of this Agreement; the Executive to perform substantially the Executive’s duties with the Company or one of the Company 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 and cured within thirty (30) days; or (ii) Documented misconduct as an executive or director of Employerthe willful engaging by the Executive in illegal conduct, gross misconduct, or any subsidiary 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 affiliate failure to act, on the part of Employer for which Employee the Executive, will not be considered “willful” unless it is performing services hereunder including, but not limited to, misappropriating any funds or property of any such companydone, or attempting omitted to obtain any personal profit 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 shall have only the obligation to pay (x) from any transaction to which such company is a party or accrued by unpaid Base Compensation and (y) from any transaction with any third party in which Employee has an interest which is adverse accrued but unpaid paid time off, including sick days, vacation days, and personal days, to the interest Executive after the effective date of any such companytermination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, unless, in either case, Employee shall have first obtained approved by a majority of the written consent independent and disinterested members of the Board of Directors of Employer; the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (iii30) Unreasonable neglect or refusal days to perform request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the 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 reasonable, written instructions members of the Board of Directors of Employerin person, provided that at which meeting the instructions do not require Employee Executive will have an opportunity to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of be heard. Failing such determination and opportunity for hearing, any other regulatory agency. Notwithstanding any other term or provision termination of this Agreement will be deemed 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 paid through the date of terminationhave occurred without Cause.

Termination for Cause. Employer may CBS may, at its option, terminate Employee's your employment immediately under this Agreement forthwith for "cause" by written notice to Employee. For purposes of this Agreement, a termination shall be for "cause" if the termination results from any of the 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee Cause and thereafter shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 no further obligations under this Agreement; , including, without limitation, any obligation to pay Salary or Bonus or provide benefits. Cause shall mean: (vii) Documented your willful and material failure substantially to perform your lawful duties to CBS (other than as a result of total or partial incapacity due to physical or mental illness) or your willful and material failure to follow the reasonable, written instructions 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 Board United States or any state thereof, (iv) your willful and material misconduct in connection with your duties to CBS or any willful act or omission which is materially injurious to the financial condition or business reputation of Directors the CBS or any of Employerits subsidiaries or affiliates; (v) your willful and material breach of the terms of this Agreement or any non-compete, provided that 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 instructions do not require Employee destruction or failure to engage in unlawful conductpreserve documents or other material reasonably likely to be relevant to such an investigation, or the inducement of others to fail to cooperate or to destroy or fail to produce documents or other material; or or (vii) Any documented violation your willful failure to comply with the material written policies of CBS, including the rules CBS Business Conduct Statement or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement successor conduct statement as they apply from time 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 Agreementtime; provided, howeverthat 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 accordance with Section 13) to you within 45 days after CBS learns or should have learned of the occurrence of the event; or (B) in regard to section 9(a)(i) or (v) above, you cure the act or omission that Base Salary shall be paid through would give rise to a Termination for Cause within 20 days after the date delivery of terminationthe notice of termination (in accordance with Section 13).

Termination for Cause. Employer may terminate Employee's employment immediately for "cause" by written notice to Employee. For purposes of this Agreement, a termination shall be for "cause" if the termination results from any of the 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement to the contrary, no Severance Payment shall be payable to Executive under Paragraph B hereof if Employee's Executive’s employment is terminated for causeany 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, Employee shall forfeit all rights 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 payments and benefits otherwise provided pursuant 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 Agreement; providedAgreement only, however, that Base Salary physical or mental disability shall be paid through 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 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 the date of terminationservice, 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 were suspended. (d) In the event Executive is removed and/or permanently prohibited from participating in the conduct of the 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 be affected. (e) In the event 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 (ii) the Federal Deposit Insurance Corporation or the California Commissioner of Financial Institutions or his or her designee approves a supervisory merger to resolve problems related to the operation of the Bank when the Bank is in an unsafe or unsound condition, at the time the Bank enters into such an agreement such a supervisory merger is approved, all obligations under this Agreement shall be terminated, except to the extent it is determined that continuation of the Agreement is necessary for the continued operation of the Bank. In the event this Agreement is terminated, vested rights of the parties shall not be affected by any such action.

Termination for Cause. Employer (a) The Bank may terminate Employee's Executive’s employment immediately at any time, but any termination other than termination for "cause" by written notice “Cause,” as defined herein, shall not prejudice Executive’s right to Employee. For purposes of 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” as used herein, shall exist when there has been a termination good faith determination by the Board that there shall be for "cause" if the termination results from any have occurred one or more of the following events: events with respect to the Executive: (i) Material breach the conviction of this Agreement; the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) Documented misconduct as an executive the willful commission by the Executive of a criminal 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unlessother act that, in either case, Employee shall have first obtained the written consent judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of Directors of Employer; the Company or the Bank; (iii) Unreasonable neglect the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 days; Bank; (iv) Conviction the continuing willful failure of the Executive to perform his duties to the Company or the Bank (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a crime involving moral turpitude; reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) Adjudication as an order of a bankruptfederal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive’s employment by the Company. Notwithstanding the foregoing, which adjudication has Cause shall not be deemed to exist unless there shall have been contested in good faith, unless bankruptcy is caused directly delivered to the Executive a copy of a resolution duly adopted by Employer's unexcused failure to perform its obligations under this Agreement; (vi) Documented failure to follow the reasonable, written instructions affirmative vote of not less than a majority of the entire membership of the Board at a meeting of Directors 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 Employerthe 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, provided 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 instructions do Executive 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 require Employee to engage in unlawful conduct; or exceed fourteen (vii14) Any documented violation days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. Upon a finding of Cause, the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement Board shall deliver to the contraryExecutive a Notice of Termination, 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 paid through the date of terminationas more fully described in Section 10 below.

Termination for Cause. Employer The Company may terminate EmployeeOfficer's employment immediately with the Company for Cause. In the event Officer's employment with the Company is terminated by the Company "cause" by written notice Cause", this Agreement will terminate effective upon such termination for Cause and Officer shall not be entitled to Employeeany of the benefits of this Agreement through the date of such termination or otherwise. For purposes of this Agreement, the Company shall have "Cause" to terminate the Officer's employment only on the basis of: (a) The Officer's willful and continued failure to substantially to perform his duties with the Company (other than any such failure resulting from his incapacity due to physical or mental illness) after a termination written demand for substantial performance is delivered to the Officer by the Company's Board of Directors which specifically identifies the manner in which such Board of Directors believes that the Officer has not substantially performed his duties; or (b) The Officer's willful engagement in conduct materially and demonstrably injurious to the Company. For purposes of this subsection, no act or failure to act on Officer's part shall be for considered "causewillful" if unless done, or omitted to be done, by the termination results from any Officer not in good faith and without reasonable belief that his action or omission was in the best interest of the 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 Company. Officer shall not be deemed to have been terminated for which Employee is performing services hereunder including, but not limited to, misappropriating any funds or property of any such company, or attempting to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee Cause unless and until there shall have first obtained been delivered to Officer a copy of a resolution duly adopted by the written consent affirmative vote of not less than two-thirds of the entire membership (excluding Officer) of the Company's Board of Directors, at a meeting of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform called and held for the duties assigned to Employee under or pursuant to this Agreementpurpose, unless cured within 60 days; (iv) Conviction of a crime involving moral turpitude; (v) Adjudication as a bankrupt, which adjudication has not been contested finding that in the 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 reasonable, written instructions faith opinion of the Board of Directors Directors, Officer was guilty of Employer, provided conduct set forth in subsection (a) or (b) of this Section and specifying the particulars thereof in detail. If Officer believes that the instructions do Company does not require Employee have Cause to engage in unlawful conduct; or terminate Officer's employment, Officer may request, by written notice to the Company given within thirty (vii30) Any documented violation days from the date Officer a copy of the rules or regulations resolution referred to above, that the question of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement Cause to the contrary, if Employeeterminate Officer's employment is terminated for causebe submitted to final and binding arbitration under the Oklahoma Arbitration Act. Pending the arbitration decision, Employee Officer shall forfeit be entitled to receive all rights to payments and of Officer's benefits otherwise provided pursuant to under this Agreement; provided, however, that Base Salary shall be paid through the date of termination. 12.

Termination for Cause. Employer The Company may terminate Employee's the employment immediately for "cause" by written notice to Employee. For purposes --------------------- of this Agreement, a termination shall be for "cause" the Executive hereunder if the termination results from any of the following events: Executive (i) Material breach commits any violation of this Agreement; any law, rule or regulation or of a cease and desist order with respect to Premier, the Company or any of their subsidiaries (each hereinafter referred to as a "Subsidiary") which has become final, (ii) Documented misconduct as an executive engages or director participates in any unsafe or unsound practice in connection with Premier, the Company or any Subsidiary regardless of Employerwhether actual harm or damages result to Premier, the Company or any Subsidiary, (iii) commits or engages, or fails to commit or engage, in any act or practice, which action or practice or the failure to engage in such action or practice involves personal dishonesty on the part of the Executive or demonstrates a willful or continuing disregard for the best interests of Premier, the Company, or any subsidiary Subsidiary, (iv) is adjudicated to be of an unsound mind, (v) is adjudicated to be bankrupt, (vi) intentionally destroys the property of Premier, the Company or affiliate of Employer for which Employee is performing services hereunder any Subsidiary, (vii) breaches or violates in any material respect any agreement with Premier, the Company or any Subsidiary signed by the Executive, including, but not limited to, misappropriating this Agreement and any funds other confidentiality and nondisclosure agreements, (viii) engages in dishonorable or property of disruptive behavior, practices or acts that would be reasonably expected to harm or bring into disrepute Premier, the Company or any such companySubsidiary, or attempting to obtain any personal profit of their businesses or employees, (ix) is convicted of a felony, or (x) from any transaction continually fails to which such company is substantially perform his duties under Section 3 hereof for a party or period of thirty (y30) from any transaction with any third party in which Employee has an interest which is adverse days (other than as a result of a disability pursuant to Section 6(g) hereof) after delivery by the Company to the interest Executive of any a written demand for substantial performance, stating with reasonable detail the nature of such companyfailure and affording the Executive an opportunity, unlessas soon as practicable, in either case, Employee shall have first obtained to correct the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect acts or refusal to perform the duties assigned to Employee under or omissions specified. Termination pursuant to this Agreement, unless cured within 60 days; (ivSection 6(a) Conviction of a crime involving moral turpitude; (v) Adjudication shall be referred to herein 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Any documented violation of the rules or regulations of the Office of the Comptroller of the Currency or of any other regulatory agency. Notwithstanding any other term or provision of this Agreement 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 paid through the date of termination."

Termination for Cause. Employer may terminate Employee's employment immediately for "cause" (a) In addition to any other rights or remedies provided by written notice to Employee. For purposes of law or in this Agreement, a termination shall be for "cause" if the termination results from any of the following eventsCompany may terminate Executive’s employment under this Agreement if: (i) Material breach Executive is convicted of, or enters a plea of this Agreement;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) Documented misconduct as an executive the Company’s Board of Directors determines, after due inquiry, based on convincing evidence, that Executive has: (A) violated, or director of Employercaused the Company (or any subsidiary thereof) or any officer, employee or other agent thereof, or any subsidiary other person to violate, any material law, regulation or affiliate ordinance or any material rule, regulation, policy or practice established by the Company’s Board of Employer for which Employee is performing services hereunder including, but not limited to, misappropriating any funds or property of any such companyDirectors; (B) willfully, or attempting to obtain any personal profit because of gross or persistent negligence, (x) from any transaction failed properly to which such company is a party perform his duties hereunder or (y) from any transaction with any third party acted in which Employee has an interest which is a manner detrimental to, or adverse to the interest of any such companyinterests of, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; (iii) Unreasonable neglect or refusal to perform the 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 reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conductCompany; or (viiC) Any documented violation of 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 rules or regulations of the Office of the Comptroller of the Currency or case of any other regulatory agency. Notwithstanding any other term violation or provision failure referred to in clause (A), (B) or (C) of this Agreement 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 effect such termination for cause by giving Executive notice to such effect, setting forth in reasonable detail the factual basis for such termination, at least thirty (30) days prior 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 Agreementdate of termination set forth therein; provided, however, that Base Salary shall be paid through Executive may avoid such termination if Executive, prior to the date of terminationtermination set forth in such notice, explains to the reasonable satisfaction of the Company’s Board of Directors why the facts relied upon by the 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 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 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 any other injured person, or to prevent or to deter the recurrence of such For Cause Event; (iii) whether any lesser sanction would be appropriate and effective; and (iv) any adverse effect that the loss of Executive’s services would have, or be reasonably likely to have, upon the Company.

Termination for Cause. Employer may terminate EmployeeIn the event Optionee's employment or service with the Company or any Parent or Subsidiary is terminated for Cause (as defined below), the Option shall also immediately for "cause" by written notice terminate (whether vested or not) as to Employeeany portion of the Option that has vested as of the Termination Date. For purposes of this Option Agreement, a termination "Cause" shall be for "cause" if the termination results from any of the following events: mean: (i) Material breach Optionee's acts of this Agreement; personal dishonesty, theft, fraud or embezzlement in connection with his or her duties as an employee, officer, or Board member of the Company or any Parent or Subsidiary; (ii) Documented misconduct as an executive Optionee's use of alcohol or director drugs that, in the Board's determination, interferes with Optionee's performance of Employer, his or her essential job functions with the Company or any subsidiary Parent 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 obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employer; Subsidiary; (iii) Unreasonable neglect or refusal Optionee's excessive absenteeism that, in the Board's determination, interferes with the Optionee's ability to perform his or her essential job functions for the duties assigned to Employee under Company or pursuant to this Agreement, unless cured within 60 days; any Parent or Subsidiary; (iv) Conviction any conflict of a crime involving moral turpitude; interest between Optionee and the Company or any Parent or Subsidiary that, in the Board's determination, inappropriately affects Optionee's ability to carry on Optionee's normal duties as an employee of the Company or any Parent or Subsidiary; (v) Adjudication Optionee's act of gross insubordination in connection with his or her duties as a bankruptan employee, which adjudication has not been contested in good faithofficer, unless bankruptcy is caused directly by Employer's unexcused failure to perform its obligations under this Agreement; or Board member of the Company or any Parent or Subsidiary; (vi) Documented failure Optionee's conviction of or guilty plea to follow the reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conducta felony; or (vii) Any documented violation Optionee's material breach of the rules Company's, any Parent's or regulations any Subsidiary's Code of the Office of the Comptroller of the Currency Conduct or other corporate policies; or (viii) any material breach by Optionee of any employment or other regulatory agency. Notwithstanding agreement between the Optionee and the Company or any other term Parent or provision of this Agreement 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 paid through the date of terminationSubsidiary.

Termination for Cause. Employer This Agreement may terminate Employee's employment be terminated immediately for "cause" at any time by written notice the Company without any liability owing to Employee. For purposes of Executive or Executive’s beneficiaries under this Agreement, a except Base Salary through the date of termination and benefits under any plan or agreement covering Executive which shall be for "cause" if governed by the termination results from any terms of such plan or agreement, under the following eventsconditions, each of which shall constitute “Cause” or “Termination for Cause”: (ia) Material Any act by Executive involving fraud and any breach by Executive of applicable regulations of competent authorities in relation to trading or dealing with stocks, securities, investments and the like or any willful or grossly negligent act by Executive resulting in an investigation by the Securities and Exchange Commission which, in each case, a majority of the Board determines in its sole and absolute discretion materially adversely affects the Company or Executive’s ability to perform her duties under this Agreement; (iib) Documented misconduct as an executive Attendance at work in a state of intoxication or director otherwise being found in possession at her place 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 work of any such companyprohibited drug or substance, or attempting possession of which would amount to obtain any personal profit (x) from any transaction to which such company is a party or (y) from any transaction with any third party in which Employee has an interest which is adverse to the interest of any such company, unless, in either case, Employee shall have first obtained the written consent of the Board of Directors of Employercriminal offense; (iiic) Unreasonable neglect Executive’s personal dishonesty or refusal willful misconduct in connection with her duties to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within 60 daysCompany; (ivd) Breach of fiduciary duty to the Company involving personal profit by the Executive; (e) Conviction of a the Executive for any felony or crime involving moral turpitude; (vf) Adjudication as a bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly Material intentional breach by Employer's unexcused failure to perform its obligations under the Executive of any provision of this Agreement; (vi) Documented failure to follow Agreement or of any Company policy adopted by the reasonable, written instructions of the Board of Directors of Employer, provided that the instructions do not require Employee to engage in unlawful conductBoard; or (viig) Any documented violation The continued failure of Executive to perform substantially Executive’s duties with the Company (other than any such failure resulting from incapacity due to Disability, and specifically excluding any failure by Executive, after good faith, reasonable and demonstrable efforts, to meet performance expectations for any reason), after a written demand for substantial performance is delivered to Executive by a majority of the rules or regulations Board that specifically identifies the manner in which such Board believes that Executive has not substantially performed Executive’s duties. The cessation of employment of Executive shall not be deemed to be for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the Office entire membership of the Comptroller Board at a meeting of the Currency Board called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of such Board, Executive is guilty of the conduct described in any one or more of any other regulatory agency. Notwithstanding any other term or provision of this Agreement to subsections (a) through (g) above, and specifying 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 paid through the date of terminationparticulars thereof in detail.