Common use of Termination for Cause Clause in Contracts

Termination for Cause. This Agreement may be terminated for cause as hereinafter defined. "CAUSE" shall mean: (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean 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 Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executive.

Termination for Cause. This The Company may, during the Term, upon notice to the Executive, terminate the Executive’s Employment under this Employment Agreement may be terminated and discharge the Executive for cause Cause (as hereinafter defineddefined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. "CAUSE" As used herein, the term “Cause” shall meanrefer to the termination of the Executive’s Employment as a result of any one or more of the following: (i) Executive's deathany conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) Executive's "PERMANENT DISABILITY," any willful and knowing misconduct of the Executive with intent which shall mean Executive's inability, as has a result materially injurious effect on the business of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive monthsthe Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a material violation by Executive of any applicable material law or regulation respecting materially injurious effect on the business of Employer or the BankCompany; and (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of willful and material failure to consistently discharge his duties as an officer of Employer or the Bank, or under this Employment Agreement which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least continues for thirty (30) days' prior days following written notice from the Company detailing the area or areas of Employer's intention such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to terminate be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his employment for any cause (except Executive's death) specifying action or omission was in the grounds for such termination, a reasonable best interest of the Company. The Executive shall have the opportunity to cure any conduct such acts or actomissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, if curablein the good faith opinion of the Company, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence is guilty of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for acts constituting “Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executive.”

Termination for Cause. This Agreement In the event the District terminates Employee’s employment “for cause” as defined below upon vote of a majority of the Board (i.e., three of five members) at a duly noticed Board meeting, the District shall provide to Employee a written notice of termination. The written notice of termination will specify (1) the particular cause(s) and the reason(s) justifying the termination of the Contract for cause, and (2) the opportunity of Employee to be heard before the District Board of Directors on the reasons for his termination. If Employee requests a hearing, the hearing will be held at the Board’s earliest convenience in a closed session; unless the right to a public hearing is required by statute and a public hearing is requested by Employee. After the hearing, the Board may affirm, modify or reverse its decision to terminate for cause. Under no circumstances shall the Employee be terminated for cause as hereinafter defined. "CAUSE" shall mean: (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, entitled to reinstatement to the position of General Manager as a result of any decision to modify or reverse its decision to terminate for cause. If the Board determines that no cause exists for termination, or as may otherwise be determined on appeal, the Board shall have the continuing right to terminate the employee “without cause” as otherwise set forth in this Agreement. For purposes of this Agreement, the following will justify termination for cause: 1. Loss of mental capacity for more than six consecutive months as determined by a court of competent jurisdiction; 2. Habitual or willful neglect of duty; 3. Willful destruction or misuse of District property; 4. Habitual intoxication on duty, whether by alcohol or non-prescription drugs; 5. Extended absence without leave; 6. Violation of the Federal, State or District discrimination laws or policies, including, but not limited to, race, religious creed, color, national origin, ancestry, physical handicap, marital status, sex or mental incapacityage concerning either members of the general public or District employee(s) while acting in the course and scope of employment, substantially and while acting without the prior approval or direction of the District; 7. Unlawful retaliation against any other District officer or employee or member of the general public who in good faith reports, discloses, divulges, or otherwise brings to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by Executive the attention of any applicable appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or directly related thereto; 8. Unlawful violation of any conflict of interest or incompatibility of office laws; 9. Performance of material law outside business interests that conflict directly with the activities and duties as District Manager; 10. Refusal to take or regulation respecting the business of Employer subscribe any oath or the Bank; (iv) Executive being found guilty affirmation which is required by law; 11. Conviction of a felony or conviction of a misdemeanor involving moral turpitude (a conviction following a plea of nolo contendere is deemed a conviction). Termination for cause may not include a refusal by Employee to carry out a request of any single Board member to undertake an act activity that is in actual contravention of dishonesty in connection with statute, such as, but not necessarily limited to, the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Brown Act, as amended (the "FDIA")Public Records Act, ethics laws or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice Political Reform Act of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executive1974.

Termination for Cause. This (I) City may terminate this Lease Agreement may be terminated in whole or in part should Lessee fail to utilize the Leased Premises for cause as hereinafter defined. "CAUSE" shall mean: (ione or more of the purpose(s) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result stated in Section 1 of physical or mental incapacity, substantially to perform his duties hereunder this Lease Agreement for a period of six ninety (690) consecutive months; days, provided that (iiii) City may not terminate this Lease Agreement if such failure is due to construction or rehabilitation after casualty and (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and City shall incur no liability to Lessee for such termination. Lessee’s failure to include a material violation by Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder clause for termination for this reason in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Actsubcontract, as amended (the "FDIA")purchase order, agreement or any other applicable state document or federal law. Executive writing related to this Lease Agreement shall not subject City to liability to any sublease or other person for lost profits or otherwise resulting from or in conjunction with termination for this cause and Lessee expressly waives any damages, delay damages, or indirect costs which may arise from termination of this Lease Agreement in whole or in part for this cause. (II) Subject to the rights of any Mortgagee, either party may terminate this Lease Agreement in whole or in part for: 1) default on the part of the other party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be entitled to at least thirty (30all benefits, remedies, or rights afforded by law; or 2) days' prior written notice upon or after the happening of Employer's intention to terminate his employment for any cause (except Executive's deathone of the following events: i) specifying the grounds for such termination, a reasonable opportunity to cure The filing by any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event party of a dispute regarding Executivevoluntary petition in bankruptcy; ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings; iii) The taking by a court of competent jurisdiction of either party's Permanent Disability, each assets pursuant to proceedings brought under the provisions of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereofany Federal Reorganization Act. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer Any involuntary proceedings based on insolvency statutes shall not be obligated the basis for termination unless the party against whom the proceedings are instituted shall fail to pay any performance bonus with respect secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to the then current fiscal year structure of Employerthe Leased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or have any further obligations replace damage to Executivethe foundation, walls, roof or ceiling of the Leased Premises in accordance with the provisions of Section 6(A)(I) of this Lease Agreement.

Termination for Cause. This Agreement may be terminated Immediately following notice of termination for cause "Cause" (as hereinafter defineddefined below), specifying such Cause, given by the Company (termination pursuant to this Section 6.3 being referred to herein as termination for "Cause"). As used herein, "CAUSECause" shall mean: means (i) termination based on Executive's deathconviction or plea of "guilty" or "no contest" to any crime constituting a felony in the jurisdiction in which the crime constituting a felony is committed, 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) Executive's "PERMANENT DISABILITY," which shall mean 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 Executive of substance abuse that in any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection manner interferes with the performance of his duties; (iii) Executive's failure or refusal to perform his duties as at all or in an officer of Employer or the Bankacceptable manner, or which disqualifies Executive from serving as an officer to follow the lawful and proper directives of the Board of Directors or director Executive's supervisor(s) that are within the scope of Employer or the BankExecutive's duties; (iv) Executive's breach of this agreement; (v) Executive's breach of the willful or negligent failure of Executive to perform his duties hereunder in any material respectCompany's Confidentiality, Proprietary Information and Inventions policies; (vi) misconduct by Executive engages in one that has or more unsafe could discredit or unsound banking practices that have damage the Company; (vii) Executive's indictment for a material adverse effect on felony violation of the Bankfederal securities laws; or (viiviii) Executive is removed or suspended Executive's chronic absence from banking pursuant to Section 8(e) work for reasons other than illness. Any determination of for Cause termination shall be made by the Board of Directors of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least Company after having first given thirty (30) days' prior days written notice to Executive of Employer's intention to terminate his employment for any cause (except Executive's death) specifying such determination, and afforded Executive the grounds for such termination, a reasonable opportunity to cure be heard by the full Board of Directors. Notwithstanding any conduct or actother provision in this Agreement, if curableExecutive is terminated pursuant to subsection (iii) of this Section 6.3 for poor job performance, alleged as grounds for such terminationexcluding refusal to perform his duties, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through sixty (60) days to cure the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to behavior upon which the then current fiscal year of Employer, or have any further obligations to Executivethreatened termination is based.

Termination for Cause. This Agreement may be terminated Upon the termination of Executive’s employment by the Company for cause Cause (as hereinafter defineddefined below), the Company shall have no further obligation hereunder, except for the payment of any Accrued Obligations (as defined in paragraph 1(f) below). "CAUSE" As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive's death; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there is not otherwise grounds to terminate Executive’s employment for Cause; (ii) a material breach by Executive of a fiduciary duty owed to the Company, provided that the Reporting Officer determines, in his/her good faith discretion, that such material breach undermines his/her confidence in Executive's "PERMANENT DISABILITY," which shall mean Executive's inability’s fitness to continue in his position, as a result evidenced in writing from the Reporting Officer (it being understood that the determination as to whether such material breach occurred is not in the good faith discretion of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive monthsthe Reporting Officer); (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 hereof, provided, however, that in the event such material breach is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a written demand for cure by the Reporting Officer, which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the covenants made by Executive in Section 2 hereof; (iv) Executive’s continued willful or gross neglect of the material duties required by this Agreement following receipt of written notice signed by the Reporting Officer which specifically identifies the nature of such willful or gross neglect and a reasonable opportunity to cure, (v) a knowing and material violation by Executive of any applicable material law Company policy pertaining to ethics, wrongdoing or regulation respecting the business conflicts of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bankinterest, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; and (vi) any act or omission which occurred prior to the Effective Date and which would have constituted “Cause” under the previous employment agreement between Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on and the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended Company (the "FDIA"“Previous Employment Agreement”), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executive.

Termination for Cause. This (a) The Company shall have the right to terminate this Agreement may be terminated for cause as hereinafter defined. "CAUSE" shall mean: effective upon 30 days’ prior written notice to the Advisor, without payment of any Termination Fee or other fees (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilityother than those accrued to the date of termination), as a result of: (i) an Event of physical Default by the Advisor (upon the affirmative vote of two-thirds of the Independent Directors or mental incapacityvote of holders of a majority of the Company’s outstanding common stock); (ii) a Change of Control of the Advisor (other than internal transfers among the Principals) (upon the affirmative vote of a majority of the Independent Directors); or (iii) the election of the Board of Directors (i) in accordance with Section 14 hereof or (ii) the occurrence of an Internalization Event. (b) The Company shall have the right to terminate this Agreement effective upon 30 days’ prior written notice of termination from the Board of Directors to the Advisor as a result of a Change of Control of the Company, substantially but shall be required to perform his duties hereunder pay to the Advisor the Termination Fee; provided, however, that the election to terminate and notification thereof to the Advisor must be made within 90 days of such Change of Control or the Company’s right to terminate under this Section 16(b) shall expire. (c) The Advisor shall have the right to terminate this Agreement effective upon 60 days’ prior written notice by the Advisor to the Board of Directors, and the Company shall be required to pay to the Advisor the Termination Fee, in the event (i) that the Company shall default in the performance or observance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of six 30 days after written notice thereof from the Advisor to the Board of Directors specifying such default and requesting that the same be remedied within such 30-day period, or (6ii) consecutive monthsof a Change of Control of the Company; provided, however, that the election to terminate the notification thereof to the Company must be made within 90 days of such Change of Control or the Advisor’s right to terminate under this Section 16(c) shall expire. (iiid) a material violation by Executive The Advisor shall have the right to terminate this Agreement, without payment of any applicable material law or regulation respecting Termination Fee to the business of Employer or Advisor, in the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with event the performance of his duties Company becomes regulated as an officer “investment company” under the Investment Company Act, with such termination deemed to have occurred immediately prior to such event. (e) If any of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (vevents specified in Section 16(a)(i) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (viiii) Executive is removed or suspended from banking pursuant Section 16(c) occurs, the Advisor shall give prompt written notice thereof to Section 8(e) the Board of Directors. If any of the Federal Deposit Insurance Actevents specified in Section 16(a)(ii) or Section 16(b) occurs, as amended (the "FDIA"), or any other applicable state or federal law. Executive Company shall be entitled to at least thirty (30) days' prior give prompt written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present thereof to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to ExecutiveAdvisor.

Termination for Cause. This Agreement may The Company shall have the right to terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” for termination shall be terminated for cause as hereinafter defined. "CAUSE" shall meandeemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: (i) Executive's deaththe Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilitythe Executive has committed theft, as a result forgery, fraud, misappropriation, embezzlement, or any other act of physical material misconduct against the Company or mental incapacity, substantially to perform his duties hereunder for a period any of six (6) consecutive monthsits affiliates; (iii) a material violation by the Executive of has violated any applicable material law or regulation respecting fiduciary duty owed to the business of Employer or the BankCompany; (iv) the Executive being found is convicted of, or enters a guilty plea or plea of no contest to a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bankany other crime involving moral turpitude; (v) the willful or negligent failure of Executive is unable to competently perform his duties hereunder in under this Agreement because of his substantial dependence on alcohol or any material respectcontrolled substance; (vi) the Executive engages has engaged in one any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or more unsafe business relationships of the Company or unsound banking practices that have that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material adverse effect on provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the BankExecutive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viiviii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is removed or suspended from banking pursuant inadequate and has not cured, to Section 8(e) the satisfaction of the Federal Deposit Insurance ActBoard of Directors, as amended (the "FDIA")inadequate performance within such 30 days. In the event the Executive’s employment is terminated at any time for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, or any other applicable state such compensation or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to ExecutiveCompany.

Termination for Cause. This First Busey may terminate this Agreement and Executive’s employment hereunder for Cause by delivering written notice of termination to Executive no less than thirty (30) days before the effective date of termination. First Busey may be terminated provide for cause as hereinafter definedan earlier date of termination provided First Busey pays to Executive the Base Salary which would have been earned during such notice period. "CAUSE" shall mean“Cause” for termination will exist if: (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean 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 Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or and unsound banking practices that have or material violations of a material adverse effect on law or regulation applicable to First Busey or its subsidiaries, any repeated violations of a policy of First Busey after being warned in writing by the BankBoard and/or a senior officer not to violate such policy, any single violation of a policy of First Busey if such violation materially and adversely affects the business or affairs of First Busey, or a direction or order of the Board and/or one of Executive’s senior officers; (ii) Executive engages in a breach of fiduciary duty or act of dishonesty involving the affairs of First Busey; (viiiii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), Act or any other applicable state State or federal Federal law. ; (iv) Executive shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, commits a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination material breach of Executive's ’s obligations under this Agreement; or (v) Executive fails to perform Executive’s duties to First Busey with the degree of skill, care or competence expected by the Board and/or Executive’s senior officers. If Executive’s employment with Employer for Causeis terminated pursuant to this Section 4(b), then Employer First Busey shall only be required to pay Executive his such Base Compensation Salary and unused vacation as shall have accrued through the effective date of such termination, termination and Employer First Busey shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any no further obligations to Executive.

Termination for Cause. This Bank may terminate this Agreement may be terminated for cause as hereinafter defined. "CAUSE" shall mean: at any time without advance notice and without further obligation or liability to Executive, by action of Bank's board of directors: (ia) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result of physical or mental incapacity, substantially If Executive materially fails to perform his duties hereunder in a satisfactory manner or habitually neglects his duties; provided, however, that before any termination pursuant to this subparagraph (a) shall become effective, (i) Bank shall have given Executive written notice setting forth the specific grounds for termination ("Warning Notice"), (ii) Bank shall have met and informed Executive of the grounds for termination, of the extent and nature of his unsatisfactory or negligent performance and of what Executive must do to correct such deficiencies, and (iii) Executive shall have been afforded a reasonable opportunity over a period of six not less than forty-five (645) consecutive months; (iii) a material violation by Executive days from the date of any applicable material law or regulation respecting the business of Employer or Warning Notice to correct the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful unsatisfactory or negligent failure of Executive performance described in the Warning Notice to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) satisfaction of the Federal Deposit Insurance Actboard of directors, as amended (the "FDIA")provided, or any other applicable state or federal law. however, that Executive shall be entitled terminated at the end of such period if Executive fails to at least thirty correct his deficient performance in the manner prescribed by and to the reasonable satisfaction of the board of directors; (30b) days' prior If Executive is convicted of illegal activity which materially adversely affects Bank's reputation in the community or which evidences the lack of Executive's fitness or ability to perform Executive's duties as determined by the board of directors, in good faith; (c) If Executive commits any act which causes termination of coverage under Bank's Bankers Blanket Bond as to Executive, as distinguished from termination of coverage as to Bank as a whole; (d) If Executive dies; (e) If Executive is found to be physically or mentally incapable of performing Executive's duties for a consecutive period of ninety (90) days or greater by the board of directors, reasonably and in good faith. Termination pursuant to this subparagraph (e) shall become effective immediately on written notice of Employertermination given by Bank to Executive after the expiration of such 90-day period; (f) If Bank is closed or taken over by any of the bank regulatory authorities having jurisdiction over Bank's intention activities; or (g) If any bank regulatory authority should successfully exercise its cease and desist powers to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, remove Executive from office. The Parties understand and a reasonable opportunity to present agree that notwithstanding anything to the Executive Committee his position regarding any dispute relating contrary contained in this Agreement: (1) this Agreement is subject to the existence requirements and terms set forth in the regulations of such cause. In the Office of Thrift Supervision ("OTS") contained in 12 C.F.R. Section 563.39; (2) specifically, without limitation, the required provisions set forth in 12 C.F.R. Section 563.39(b) are incorporated by reference in this Agreement as if set forth in full; (3) to the greatest extent possible, this Agreement shall be interpreted so as to be consistent with said regulation; and (4) in the event of a dispute regarding Executive's Permanent Disabilityconflict or inconsistency between the terms of this Agreement and said regulation, each the required provisions of Executive and Employer said OTS regulation shall choose a physician who together will choose a third physician to make a final determination thereofsupersede any inconsistent or conflicting provisions of this Agreement. Upon a The termination of Executive's employment with Employer this Agreement for Cause, then Employer any of the reasons set forth in 12 C.F.R. Section 563.39(b) shall only be required considered termination for cause pursuant to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executivethis Paragraph F.1.

Termination for Cause. This Employee's employment under this Agreement may be terminated by Employer for cause "good cause." Upon such termination, Employer's obligation to compensate Employee under this Agreement shall in all respects cease, except that Employer shall pay Employee, within thirty (30) days of such termination, any Accrued Compensation as hereinafter definedof the time of such termination and Employee shall be entitled to any Accrued Benefits as of the time of such termination when and if provided to be paid by the applicable program or plan. The term "CAUSEgood cause" shall mean: includes, but is not limited to any one or more of the following occurrences: 7.1. Employee's breach of any of the covenants contained in this Agreement; 7.2. Employee's conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any crime (iexcluding traffic violations and similar misdemeanors) Executiveinvolving moral turpitude or which is punishable by imprisonment in the jurisdiction involved; 7.3. Employee's death; (ii) Executivecommission of an act of fraud, whether prior or subsequent to the date hereof upon Employer or the Companies or any of their subsidiaries, ventures or affiliates; 7.4. Employee's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result of physical willful failure or mental incapacity, substantially refusal to perform his duties hereunder as required by this Agreement, provided that, the termination of Employee's employment pursuant to this Section 8.4. shall not constitute valid termination for a period good cause unless Employee shall first have received written notice from the President or stating with specificity the nature of six such failure or refusal in the performance of duties and affording Employee at least fifteen (615) consecutive months; (iii) a days to correct the act or omission complained of; 7.5. Gross negligence, theft of Employer's property, material violation by Executive Employee of any applicable material law or regulation respecting the business duty of loyalty to Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state material misconduct on the part of Employee; or 7.6. Material violation of any employee policy manual, in effect at that time, including, without limitation, the receipt of any kickback or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for side payment from any cause (except Executive's death) specifying the grounds for such terminationcustomer, a reasonable opportunity to cure any conduct service provider, supplier or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executivevendor.

Termination for Cause. This SDSP may terminate this Agreement may be for “cause” upon written notice to Employee. If this Agreement is terminated for cause “cause”, Employee shall be entitled to receive: (i) the Base Salary through the effective date of termination, (ii) any other amounts earned, accrued or owed to Employee under this Agreement but not paid as hereinafter definedof the date of termination, and (iii) any other benefits payable to Employee upon such termination under any benefit plans or programs of SDSP in effect on the date of termination; less any claims of SDSP against Employee. "CAUSE" The term “cause” shall mean: (i) Executive's deathEmployee’s confession or conviction of theft, fraud, embezzlement or other crime involving dishonesty; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result Employee’s excessive absenteeism (other than by reason of physical injury, disease, or mental incapacity, substantially to perform his duties hereunder for a period of six (6illness) consecutive monthswithout reasonable cause; (iii) Employee’s act or omission constituting a material violation by Executive breach of any applicable material law or regulation respecting the business provision of Employer or the Bankthis Agreement, including Sections 12, 13, 14 and 15 below; (iv) Executive being found guilty of a felony or an act of dishonesty habitual and material negligence by Employee in connection with the performance of his Employee’s duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bankunder this Agreement; (v) the willful Employee’s abuse, misuse or negligent failure destruction of Executive to perform his duties hereunder in any material respectproperty of SDSP, its affiliates, or its customers; (vi) Executive engages in one Employee’s making or more unsafe publishing of false or unsound banking practices that have a material adverse effect on the Bankmalicious statements concerning SDSP; or (vii) Executive is removed material failure by Employee to comply with the policies of SDSP or suspended from banking pursuant to Section 8(e) a lawful directive of the Federal Deposit Insurance ActBoard of Managers of SDSP and the failure to cure such non-compliance within ten days after his receipt of a written notice from the Board of Managers setting forth in reasonable detail the particulars of such non-compliance. The preceding list is not intended to be exhaustive; other conduct of a similar nature may result in the termination of this Agreement for “cause.” However, as amended (the "FDIA"), results of SDSP’s operations or any other applicable state or federal law. Executive business judgment made in good faith by Employee shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment not constitute an independent basis for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer this Agreement for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executive“cause.”

Termination for Cause. This Agreement The Board may be terminated for cause as hereinafter defined. "CAUSE" shall meanterminate the Assistant Superintendent for: (i1) Executive's deathacts done in bad faith to the detriment of the District; (ii2) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilityrefusals or failures to act in accordance with specific provisions of this Agreement or lawful Board directives; (3) breach of this Agreement; (4) unsatisfactory performance as established by at least two written evaluations conducted at least ninety (90) calendar days apart; (5) any grounds enumerated in Education Code sections 44932, as a result of physical 44933, or mental incapacity, substantially to perform his duties hereunder for a period of six 44939; (6) consecutive monthsconviction of or a “nolo contendere” plea to a crime involving dishonesty, breach of trust, or physical or emotional harm to any person; (iii7) a material violation by Executive any act causing the suspension or revocation of any applicable material law or regulation respecting credential held by the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the BankAssistant Superintendent; or (vii) Executive is removed or suspended from banking pursuant 8) inability to Section 8(e) perform the essential functions of the Federal Deposit Insurance Actposition, as amended (with or without reasonable accommodation. Notwithstanding Labor Code section 2924, the "FDIA")parties agree that the determination of cause shall be based upon the Board’s reasonable belief in the existence of good cause for termination. The existence of such good cause belief shall authorize the termination of this Agreement and shall extinguish all rights and duties of the parties under this Agreement. If such good cause belief exists, or any other applicable state or federal lawthe Board shall meet with the Assistant Superintendent and shall submit a written statement of the grounds for termination and copies of written documents the Board believes support the termination. Executive If the Assistant Superintendent disputes the charges, the Assistant Superintendent shall then be entitled to a conference before the Board in a closed session meeting. The Assistant Superintendent and the Board shall each have the right to be represented by counsel at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, their own expense. The Assistant Superintendent shall have a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity respond to present to all matters raised in the Executive Committee his position regarding any dispute relating to charges. The conference with the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer Board shall not be obligated an evidentiary hearing and neither party shall have the opportunity to pay call witnesses. If the Board, after considering all evidence presented, decides to terminate this Agreement, the Board shall provide the Assistant Superintendent with a written decision. The decision of the Board shall be final. The Assistant Superintendent’s conference before the Board shall be deemed to satisfy the Assistant Superintendent’s entitlement to due process of law and shall be the Assistant Superintendent’s exclusive right to any performance bonus conference or hearing otherwise required by law. The Assistant Superintendent waives any other rights that may be applicable to this termination for cause proceeding with respect the understanding that completion of this hearing exhausts the Assistant Superintendent’s administrative remedies and then authorizes the Assistant Superintendent to contest the then current fiscal year Board’s determination in a court of Employer, or have any further obligations to Executivecompetent jurisdiction.

Termination for Cause. This Agreement The Company may be terminated terminate Employee’s employment at any time for cause (as hereinafter defineddefined below) with thirty (30) days written notice and opportunity to cure the violation. "CAUSE" Such opportunity to cure will only be available if the violation is contained in one of the following paragraphs (contained below in this Subsection 6(b)): (iv), (viii), (ix), (x) (xi). If Employee’s employment is terminated pursuant to this Subsection 6(b), all of Employee’s rights and all of the Company’s obligations hereunder shall mean: immediately terminate. As used in this section, “for cause” shall mean any of the following: (i) Executive's death; Willfully damaging the Company’s property, business, reputation or goodwill; (ii) Executive's "PERMANENT DISABILITY," Committing a felony; (iii) Death, theft, dishonesty, fraud or embezzlement; (iv) Using alcohol, narcotics or other controlled substances to the extent that it prevents the Employee from efficiently performing services for the Company; (v) Willfully injuring any other employee of the Company; (vi) Willfully injuring any person in the course of performance of services for the Company; (vii) Disclosing to a competitor or other unauthorized persons confidential or proprietary information or secrets of the Company; (viii) Soliciting business on behalf of a competitor or a potential competitor; (ix) Sexually harassing any other employee of the Company or committing any act which otherwise creates an offensive work environment for other employees of the Company; (x) Failing to comply with any provision of the Company’s policy manual as it applies to Employee; or (xi) Breaching this Agreement. The Company shall mean Executive's inability, not be limited to termination as a result remedy for any improper or illegal act of physical Employee, but may also seek damages, injunction or mental incapacitysuch other remedy as it may deem appropriate under the circumstances. This shall include without limitation the option by the Company, substantially in its sole and absolute discretion, to perform his duties hereunder repurchase the Issued Stock, in whole or in part, for an amount of $.01 per share (the “Option to Repurchase”), immediately upon the termination of the Employee’s employment with the Company for cause, or the Employee’s resignation without Good Reason; provided, however, that the Issued Stock subject to the Option to Repurchase shall be reduced by 1/36 for each month of Employee’s completed employment with the Company, beginning the date hereof and continuing hereafter. Upon the termination of the Employee for cause, Employee’s obligations and the Company’s rights under Sections 7, 8, 9, 10, 11 and 12 shall survive the termination of this Agreement for a period of six one (61) consecutive months; (iii) a material violation by Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executive.year

Termination for Cause. This Agreement may be terminated for cause as hereinafter defined. "CAUSE" A. Either party shall mean: (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean 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 Executive of any applicable material law or regulation respecting give the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' ninety days prior written notice of Employer's intention termination of this agreement based on clauses XII paragraphs D.1, and D.3 below, and thirty days prior written notice of termination for cause of this agreement based on clause ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇, ▇.▇, ▇.▇ and D.6 below. B. In the event of termination for cause on ninety days notice by MASIMO, this agreement shall terminate immediately upon the expiration of said ninety days provided that MASIMO is current in payment of all invoices to IVEMSA; the termination shall be effective immediately upon the 91st day or immediately thereafter upon payment of all invoices that are outstanding on the 90th day. In the event some invoices are in dispute on the 90th day, the termination shall be effective on the 91st day notwithstanding those outstanding invoices provided written notice by MASIMO to IVEMSA of the disputed invoices has been given prior thereto and all non -disputed invoices have been paid. C. In the event of termination by MASIMO for cause on thirty days notice, this agreement shall terminate his employment as provided, however, such termination shall be subject to the condition that MASIMO is current in payment of all invoices to IVEMSA, and any and all additional monies due hereunder. In any such event, MASIMO shall have the right to give NEMSA notice of termination of this agreement as provided without any responsibility, liability or obligation on the part of MASIMO for the remaining term of this agreement, nor for the payment of rent, except for labor obligations that deal with severance provisions under Mexican law. The termination for cause on thirty days notice, shall be effective immediately upon the 31st day or immediately thereafter upon payment of all invoices that are outstanding on the 30th day. In the event some invoices are in dispute on the 30th day, the termination shall be effective on the 31st day notwithstanding those outstanding invoices provided written notice by MASIMO to IVEMSA of the disputed invoices has been given prior thereto and all non -disputed invoices have been paid. D. Causes for termination of this agreement are as follows: • ONE PARTY’S DEFAULT 1. Either party fails to perform any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity material provision of this agreement and fails to cure such default in performance within a thirty day period of time following its receipt of notice from the other party specifying such a default exists. 2. If either party becomes insolvent, or makes an assignment for the benefit of creditors, or is adjudicated bankrupt in any conduct voluntary or actinvoluntary bankruptcy proceeding, if curablethis agreement will be terminated thirty days from receipt of insolvency notice. 3. Either party is delinquent in the fulfillment of its normal business obligations such as payment of taxes, alleged as grounds for labor or civil obligations to the extent that such terminationobligations represent a real and present danger to the interest of the other party, and a reasonable opportunity to present to if such delinquency is not cured within thirty calendar days of notice given by the Executive Committee his position regarding any dispute relating to the existence of such causenon—delinquent party. • MAYOR FORCE 4. In the event of any act of the United States or Mexican authorities, whether administrative, executive or judicial, which may effect a dispute significant or material change in the Maquiladora Program, or result in the appropriation, forcible purchase or surrender in any other manner, of the assets of the business of IVEMSA or MASIMO, or may otherwise result in the prevention of IVEMSA or its Mexican subsidiary from doing business in Mexico. 5. Theft of MASIMO’s equipment, materials and/or inventories under the custody and/or control of IVEMSA provided such theft is substantial and/or continuous. Substantial and/or continuous theft, for purpose of this provision, shall be defined as thefts cumulatively totaling U.S. $20,000.00 (Twenty thousand dollars U.S. currency) in value during any consecutive twelve months period. 6. Political an/or civil unrest or commotion, strikes, walkouts, riots, vandalism, malicious, mischief, if these prevent the efficient production of process in the plant or seriously affect employer/employee relations. E. In the event that any provision, term or condition of this agreement is in conflict with any law, rule, regulation, or guideline of the government of the United States or Mexico, or any state or political subdivision of either, or of any department or agency of either, or is in conflict with any judgment, whether by good faith consent or otherwise, of any court of the United States of Mexico, or if either party has received notification of any proposed official action by any such government, agency, department, or court with respect to any such conflict, then, in such event, either party hereto may propose to the other, appropriate modifications to this agreement in order to cure or avoid such conflict or the effect thereof, and if agreement regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only such modification can not be required to pay Executive his Base Compensation as shall have accrued through reached within forty -five days from the effective date making of such terminationproposal, the parties agree to submit this dispute to arbitration under the rules of the American Arbitration Association as provided below. In the event described before, the remaining provisions shall be in all legal forces and Employer shall not be obligated to pay at any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executivetime considered as null.

Termination for Cause. This Agreement may The Corporation shall have no obligation to make payments of any kind to the Executive in accordance with the provisions of paragraph 3 or otherwise for periods after the Executive's employment with the Corporation is terminated on account of the Executive's discharge for cause. For purposes of this paragraph 5, the Executive shall be considered terminated for cause as hereinafter defined. "CAUSE" shall mean: if he is discharged by the Corporation on account of the occurrence of one or more of the following events: (i) Executive's death; the Executive becomes addicted to drugs or alcohol; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result the Executive discloses confidential information in violation of physical paragraph 4(a) or mental incapacity, substantially engages in competition in violation of paragraph 4(b) to perform his duties hereunder for a period the detriment of six (6) consecutive months; the Corporation and/or Thane; (iii) a material violation the Corporation is directed by regulatory or governmental authorities to terminate the employment of the Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one activities that cause actions to be taken by regulatory or more unsafe or unsound banking practices governmental authorities that have a material adverse effect on the Bank; or Corporation; (viiiv) the Executive is removed or suspended convicted of a felony crime (other than a felony resulting from banking pursuant a minor traffic violation); (v) the Executive flagrantly and repeatedly disregards his duties under this Employment Agreement after (A) written notice has been given to Section 8(ethe Executive by the Board that it views the Executive to be flagrantly disregarding his duties under this Agreement and (B) the Executive has been given a period of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written days after such notice of Employer's intention to terminate his employment for any cause (except cure such misconduct. However, no notice or cure period shall be required if Executive's deathdisregard of his duties has materially and adversely affected the Corporation and/or Thane; (vi) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present event of willful misconduct to the Executive Committee his position regarding any dispute relating extent that, in the reasonable judgment of the Board, the Executive's credibility and reputation no longer conform to the existence standard of such cause. In the event Corporation's and Thane's executives; or (vii) the Executive commits an act of fraud against the Corporation and/or Thane, violates a dispute regarding Executive's Permanent Disability, each duty of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect loyalty to the then current fiscal year of Employer, Corporation and/or Thane as defined under Florida law or have any further obligations to Executiveviolates paragraph 2.

Termination for Cause. This Employee’s employment under this Agreement have no specific term. The Company may be terminated terminate Employee’s employment with the Company at will at any time upon written notice, with or without Cause or advance notice, for cause as hereinafter definedany reason or no reason at all, notwithstanding anything to the contrary contained in or arising from any statements, policies or practices of the Company relating to the employment, discipline or termination of its employees. "CAUSE" For purposes of this Agreement, “Cause” shall meanmean any of the following: (ia) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean 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 Executive the commission of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of willful dishonesty by Employee in connection with the performance Company’s business or any act of his duties as an officer of Employer fraud or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bankembezzlement by Employee; (vb) a breach of the willful Company’s Employee Proprietary Information and Invention Agreement or negligent failure of Executive to perform his duties hereunder a breach in any material respectrespect by the Executive of any other contract the Employee is a party to with the Company; (vic) Executive engages the refusal or omission by Employee to perform any lawful duties properly required Employee, provided that any such failure or refusal has been communicated to Employee in one writing and Employee has been provided a reasonable opportunity to correct it, if correction is possible; (d) any act or more unsafe omission by Employee involving malfeasance or unsound banking practices that have a gross negligence in the performance of Employee’s duties to, or material adverse effect on the Bank; or (vii) Executive is removed or suspended deviation from banking pursuant to Section 8(e) any of the Federal Deposit Insurance Actpolicies or directives of, as amended the Company, provided, however, that in the case of deviations from policies or directives if a cure is not reasonably possible in the circumstances, (i) the "FDIA")Company must give Employee notice of such deviations within thirty (30) days of the Board becoming aware of such an occurrence, (ii) Employee must be given thirty (30) days to cure or any other applicable state or federal law. Executive shall correct the deviation, if curable, and (iii) Employee may only be entitled to at least terminated for Cause if the deviation remains uncured after thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, following written notice and a reasonable opportunity to present upon the approval of the Board; (e) conduct on the part of Employee which constitutes the breach of any statutory or common law duty of loyalty to the Executive Committee his position regarding Company; or (f) any dispute relating to illegal act by Employee which the existence Board determines adversely affects the business of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of EmployerCompany, or have any further obligations to Executivefelony committed by Employee.

Termination for Cause. This Company may terminate Executive’s employment pursuant to the terms of this Agreement may be terminated at any time for cause as hereinafter definedby giving written notice of termination. "CAUSE" Such termination will become effective upon the giving of such notice. Upon any such termination for cause, Executive shall have no right to compensation, bonus or reimbursement under Section 5. For purposes of this Section 7.02, “cause” shall mean: (i) Executive is convicted of a felony which is directly related to Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result of physical ’s employment or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by Executive of any applicable material law or regulation respecting the business of Employer Company or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive could otherwise reasonably be expected to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that 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 Bankdriving of motor vehicles shall not be grounds for termination; (ii) Executive, in carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or intentional misconduct resulting in either case in direct material harm to Company; (viiiii) Executive is removed found in a civil action to have breached his fiduciary duty to Company resulting in direct profit to him; (iv) Executive is found in a civil action to have materially breached any provision of Section 9 or suspended Section 10; (v) Executive’s repeated refusal 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 (20) days of Executive’s receipt of written notice thereof from banking pursuant to Section 8(eCompany (provided, however, that if such breach cannot be cured within twenty (20) of days and Executive commences the Federal Deposit Insurance Actcure thereof and diligently pursues the same, as amended (the "FDIA"), or any other applicable state or federal law. Executive such failure shall be entitled to at least not constitute “cause” unless such breach is not cured in its entirety within thirty (30) days' prior days of Executive’s receipt of the written notice of Employer's intention breach); (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 terminate his employment for any cause (except Executive. Executive's death) specifying failure to comply with the grounds for such termination, requirements of Section 9 of this Agreement shall constitute a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and material breach of this Agreement. The term "found in a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer civil action" shall not be obligated to pay any performance bonus with respect to apply until all appeals permissible under the then current fiscal year applicable rules of Employer, procedure or statute have any been determined and no further obligations to Executiveappeals are permissible.

Termination for Cause. This Agreement The Company may be terminated terminate the Executive’s employment hereunder at any time for cause “Cause” (as hereinafter defined) immediately upon written notice to the Executive. "CAUSE" Such written notice shall mean: set forth with reasonable specificity the Company’s basis for such termination. For purposes of this Agreement and for purposes of the LLC Agreement, “Cause” for the Executive’s termination will exist at any time after the happening of one or more of the following events, in each case as determined in good faith by the Company’s Board: (a) Executive’s — (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result of physical willful misconduct or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty gross negligence in connection with the performance of his duties as an officer of Employer or the Bank, or hereunder which disqualifies Executive from serving as an officer or director of Employer or the Bank; is not remedied (vif remediable) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least within thirty (30) days' prior business days after written notice of Employer's intention from the Company’s Board, which written notice shall state that failure to terminate his employment for any cause (except Executive's death) specifying the grounds for remedy such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a may result in termination of Executive's employment with Employer for Cause, then Employer or (ii) willful refusal to comply in any material respect with the legal directives of the Company’s Board so long as such directives are not inconsistent with the Executive’s position and duties, or a material breach of this Agreement or any written Company policy which if not remedied (if remediable) within 30 business days after written notice from the Company’s Board, which written notice shall only be required state that failure to pay Executive his Base Compensation as shall have accrued through the effective date of remedy such termination, and Employer shall not be obligated conduct may result in termination for Cause; (b) Executive’s deliberate attempt to pay any performance bonus with respect do injury to the then current fiscal year Company; (c) Executive’s commission of Employerany act of fraud, willful misrepresentation, misappropriation, embezzlement or have any further obligations act of similar gravity involving moral turpitude; (d) Executive’s abuse of controlled substances or alcohol which materially impairs the goodwill or business of the Company or causes material damage to its property, goodwill or business or impairs Executive’s fulfillment of his responsibilities to the Company; or (e) Executive’s commission of a felony that is reasonably likely to cause material harm to the standing and reputation of the Company.

Termination for Cause. This 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 the Executive's employment under this Agreement may and discharge the Executive for Cause. If such right is exercised, then, subject to applicable law, the Company's obligation to the Executive shall be terminated for cause as hereinafter definedlimited to the payment of any unpaid Annual Salary, Additional Compensation and other benefits, if any, accrued up to the effective date specified in the Company's notice of termination (which date shall not be retroactive). As used in this Section 5.2 and elsewhere in this Agreement, the term "CAUSECause" shall mean: mean that (i) Executive's deaththere shall have been a material breach by Executive of the terms of this Agreement which either is not susceptible of cure or which is not cured within a period of ten (10) days after notice thereof, and which shall include, without limitation, the willful and continued failure 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) 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's "PERMANENT DISABILITY," which shall mean 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 has wrongfully misappropriated money or other assets or properties of the Company or any applicable material law subsidiary or regulation respecting affiliate of the business of Employer Company, or the Bankhas committed fraud; (iv) the Executive being found guilty has been convicted of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer plead "nolo contendere" to any felony; or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful Executive's alcoholism or negligent failure of drug addiction, unless Executive agrees to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have seek treatment from a material adverse effect treatment program approved by the Company and promptly commences and completes the program. The determination on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) behalf of the Federal Deposit Insurance Act, Company as amended (the to whether "FDIA"), or any other applicable state or federal law. Executive cause" exists shall be entitled to at least thirty (30) days' prior written notice made by a majority vote of Employerthe Company's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence Board of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to ExecutiveDirectors.

Termination for Cause. This Agreement may can be terminated for cause as hereinafter defined. "CAUSE" shall mean: (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean 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 Executive of on any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, grounds and in the following manner: 20.1 Performance based termination: Any franchisee inducted in past six months will not be considered for this exercise. All such franchisees will be given 30 days notice to wind up operations. However monthly review for the franchisees who have been served a Notice of Termination will happen for next month as amended (per the "FDIA"), or process outlined above and any monetary penalties will still be applicable on non-performance. Circles must complete the process of appointing new franchisee and hand-over arrangements within 90 days. Franchisees who are terminated will not be eligible to bid for franchisee EOI for that territory for the next two years. Circle/SSA may use look-after arrangement in these vacant territories. 20.2 Without prejudice to any other applicable state or federal law. Executive provision for termination in this agreement, BSNL shall be entitled to forthwith terminate this agreement, without any liability to BSNL, by providing notice in writing to the franchisee of this agreement upon the occurrence of any of the following events:- If the franchisee commits any breach, of any of the terms and conditions of this agreement and in case such breach is capable of being remedied, the franchisee fails to remedy the same within thirty(30) days after receipt of a notice in writing from BSNL giving full particulars of the breach and requiring it to be remedied, or If the franchisee commits any breach, of any of the terms and conditions of this agreement and if such breach is not capable of being remedied, or If the franchisee is found involved in fraud or other illegal or unethical activities in relation to any subject matter associated with this agreement. 20.3 BSNL may also terminate this agreement for any other reason at least thirty (30) any time during the term of this agreement by delivering not less than 30 days' ’ prior written notice of Employer's intention such termination to the Franchisee. 20.4 If either party suffers distress or execution or commits an act of bankruptcy or insolvency or put into liquidation (otherwise than solely for amalgamation or restriction) or if a receiver is appointed over any part of the party’s business then the other party shall have a right to terminate his employment for this agreement by written notice forthwith. 20.5 In case the Franchisee parts with its business including its assets in favour of any cause (except Executive's death) specifying 3rd party directly or indirectly, BSNL will have a right to terminate this agreement forthwith. The exercising of the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence right of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a cancellation / termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not have the effect of waiving any damages to which BSNL might otherwise be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executiveentitled to.

Termination for Cause. This Agreement Buyer may be terminated terminate this Order, or any part hereof, for cause as hereinafter defined. "CAUSE" shall mean: (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilitycause, 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 Executive in the event of any applicable material law (a) default by Vendor or regulation respecting if Vendor fails to comply with any of the business terms and conditions of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bankthis Order; or (viib) Executive Vendor defaults on a material debt obligation, becomes insolvent, files a voluntary petition in bankruptcy, is removed adjudicated bankrupt, or suspended from banking pursuant has a receiver or trustee appointed for a substantial part of any of its property; or (c) Vendor makes a material liquidation of assets, or reorganization or insolvency proceedings are commenced by or against Vendor; then Buyer shall have the right to Section 8(e) of terminate this Order. Vendor shall have 10 days to submit an acceptable plan to cure such default to Buyer (unless the Federal Deposit Insurance Actdefault is due to a material threat to health, as amended (safety or the "FDIA"environment), and such an event of default must be corrected within 45 days, unless a shorter period of time is required by a customer contract to resolve such a default, in which case the more stringent requirements regarding timing shall prevail. Notwithstanding the foregoing, in the event that the default is a health, safety or any other applicable state or federal law. Executive environmental default, then such default must be cured within 48 hours and/or Buyer shall be entitled to at least thirty (30) days' prior written notice of Employer's intention have the right to terminate his employment for any cause (except Executive's death) specifying the grounds for such terminationthis Order, in whole or in part, effective immediately upon delivery of a reasonable opportunity written termination notice. Late deliveries, deliveries of products which are defective or which do not conform to cure any conduct or act, if curable, alleged as grounds for such terminationthis Order, and a failure to provide Buyer upon request reasonable opportunity assurances of future performance, will allow Buyer to present to the Executive Committee his position regarding any dispute relating to the existence of such terminate this Order for cause. In the event of a dispute regarding Executive's Permanent Disabilitytermination for cause, each Buyer will not be liable to Vendor for any amount, and Vendor shall be liable to Buyer for all direct costs, losses, and damages arising from Vendor’s failure to perform or comply with the terms of Executive this Order, in addition to any and Employer all rights and remedies provided by this Order or by law. If it is determined by a court of competent jurisdiction, that Buyer improperly terminated this Order for cause, such termination shall choose a physician who together will choose a third physician to make a final determination thereof. Upon be deemed a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executiveconvenience.

Termination for Cause. This Myomo shall be entitled to terminate this Agreement may be terminated and Executive’s employment immediately and without notice for cause as hereinafter defined“Cause”. "CAUSE" Termination for “Cause” shall meanmean termination based upon: (i) the failure by Executive to follow directions of the Board of Directors in the handling of material matters which are consistent with Executive's death’s position; (ii) the willful or continued engagement by Executive in conduct which is materially injurious to Myomo, monetarily or otherwise, including, but not limited to, the disclosure by Executive of Confidential Information (as defined in paragraph 5(a)(i)), which is inconsistent with Executive's "PERMANENT DISABILITY," which shall mean Executive's inability’s responsibilities set forth in Paragraph 2(b), breach by Executive of his fiduciary duties to Myomo, violation by Executive of any restrictive covenant, including covenants not to compete, to solicit Myomo’s clients or employees or disparage Myomo or their officers, employees, business partners, affiliates or representatives, as a result of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive monthsfurther defined in paragraph 5 below; (iii) a material violation conviction of, a plea of nolo contendere, a guilty plea or confession by Executive to an act of any applicable material law fraud, misappropriation or regulation respecting the business of Employer embezzlement or the Bankto a felony; (iv) Executive’s use, sale or possession of illegal substances, or habitual intoxication while conducting Myomo’s business; (v) a violation of Myomo’s employment policies as specified in the Employee Handbook; (vi) a material breach by Executive being found guilty of a felony this Agreement; or an act of dishonesty (vii) Executive’s willful absence from his employment or willful failure or refusal to perform or gross neglect in connection with the performance of his duties as an officer of Employer or the Bankresponsibilities hereunder. Where reasonable, prior to termination under subparagraphs (i) or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) above, Myomo will provide Executive with written notice of any act or omission it believes constitutes Cause for termination, including stating the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Actreasons for such belief, as amended (the "FDIA"), or any other applicable state or federal law. and Executive shall be entitled to at least have thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity days to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity and/or to present to the Executive Committee his position regarding any dispute relating to the existence of such causematter. In the event of a dispute regarding Executive's Permanent Disability, each termination of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer by Myomo for Cause, then Employer Myomo shall only be required have no obligation to pay Executive anything other than any salary earned to date and to provide him with any benefit continuation rights as required by law. A termination for Cause will be effective upon Myomo’s delivery to Executive of a written notice advising him of his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not provided that a termination for Cause under subparagraphs (i) or (v), in circumstances where thirty (30) calendar days advance written notice has been given, will be obligated to pay any performance bonus with respect to effective on the then current fiscal year thirty first (31st) calendar day after Executive’s receipt of Employersaid notice if the conduct constituting Cause has not, or have any further obligations to in the Company’s opinion, been corrected by Executive.

Termination for Cause. This Agreement 8.2.1 The Company may be terminated for cause as hereinafter defined. "CAUSE" shall mean: (i) terminate, at any time, the Executive's death; (ii) Executive's employment for cause. The term for "PERMANENT DISABILITY,cause" which for purposes of this Agreement shall mean Executive's inability, as a result that the Executive did any of physical the following: (a) Acted dishonestly or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by Executive of any applicable material law incompetently or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty engaged in connection with willful misconduct in the performance of his Executive's duties; (b) Breached fiduciary duties as an officer of Employer or owed to the BankCompany; (c) Intentionally failed to perform reasonably assigned duties; (d) Willfully violated any law, rule, or regulation, or court order (other than minor traffic violations or similar offenses), or otherwise committed any act which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that would have a material adverse effect impact on the Bankbusiness of the Company; or or (viie) Is in breach of this Agreement and such breach is not cured by Executive is removed or suspended from banking pursuant within ten (10) days' written notice to Section 8(ehim. 8.2.2 Executive shall be sent written notice of termination that specifically sets forth in reasonable detail the facts and circumstances upon which the Board of Directors believes that the Executive has given the Company cause for termination of Executive's employment. Said notice shall give the Executive an opportunity, together with legal counsel, to be heard before the Board of Directors of the Company. Termination for cause shall be based on a finding by two-thirds (2/3) of the Federal Deposit Insurance ActBoard of Directors (not including Executive, as amended (should he be a member of the "FDIA"Board of Directors), and said Board shall specify its findings concerning said termination in detail. For purposes of this Subsection, no acts, or failure to act, on the Executive's part will be considered willful or willfully done unless done, or admitted to be done, by the Executive in bad faith and without reasonable belief that the Executive's action or omission was in the best interest of the Company. 8.2.3 Notwithstanding the foregoing, however, any conviction of the Executive for any criminal act involving any violence, dishonesty, fraud, or breach of trust or other applicable state or federal law. felonious behavior, shall result in the automatic termination of Executive's employment, without notice, and without any of the procedures specified in Subsection 8.2.2 above. 8.2.4 In the event that the Executive is terminated for cause, then he shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for receive any cause (except Executive's death) specifying the grounds for such terminationaccrued compensation that may be due and owing him under Section 4 above, a reasonable opportunity to cure any conduct but no other benefits or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executivecompensation whatsoever.

Termination for Cause. This The Board may terminate Executive for cause immediately, without notice, if Company reasonably concludes that Employee has committed fraud, theft, embezzlement, misappropriation of Company funds or other property, or any felony. The Board may also terminate Executive for cause for any of the following: (a) Breach by Executive of any material provision of this Agreement; (b) Violation by Executive of any statutory or common law duty of loyalty to Company; or (c) A material violation by Executive of Company's employment policies; or (d) Commission of such acts of dishonesty, gross negligence, or willful misconduct as would prevent the effective performance of Executive’s duties or which result in material harm to Company or its business. The Board may terminate this Agreement for cause by giving written notice of termination to Executive, provided, however, if the Board declares Executive to be in default of this Agreement under subsection (a) above because Executive fails to substantially perform his material duties and responsibilities under this Agreement, the Board shall deliver a written demand for substantial performance of such duties and responsibilities to Executive. Such demand must identify the manner in which the Board believes that Executive has not substantially performed his duties, and Executive shall have a period of 30 days to correct the deficient performance. Upon termination for cause, the obligations of Executive and Company under this Agreement shall immediately cease. Such termination shall be without prejudice to any other remedy to which Company may be entitled either at law, in equity, or under this Agreement. If Executive’s employment is terminated for cause as hereinafter defined. "CAUSE" pursuant to this paragraph, Company shall mean: pay to Executive (i) Executive's death’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability’s accrued but unpaid Annual Bonus, as a result of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive monthsif any; and (iii) a material violation by Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive expenses incurred prior to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer . Executive shall not be obligated entitled to pay continue to participate in any performance bonus with respect employee benefit plans except to the then current fiscal year of Employerextent provided in such plans for terminated participants, or have any further obligations to Executiveas may be required by applicable law.

Termination for Cause. This Agreement may be terminated Studio shall have the right to terminate the Employment Term at any time for cause as hereinafter definedcause. "CAUSE" As used herein, the term “cause” shall mean: mean (ia) Executive's deathmisappropriation of any material funds or property of Studio or any of its related companies; (iib) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result failure to obey reasonable and material orders given by the Chief Financial Officer of physical Studio or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive monthsby the Board; (iiic) a any material violation breach of this Agreement by Executive of any applicable material law or regulation respecting the business of Employer or the Bankyou; (ivd) Executive being found conviction of or entry of a plea of guilty of or nolo contendre to a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Banka crime involving moral turpitude; (e) any willful act, or which disqualifies Executive from serving as an officer or director failure to act, by you in bad faith to the material detriment of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the BankStudio; or (viif) Executive is removed material non-compliance with established Studio policies and guidelines (after which you have been informed in writing of such policies and guidelines and you have failed to cure such non-compliance); provided that in each such case (other than (a) or suspended from banking pursuant to Section 8(e(d) or a willful failure in (b) or repeated breaches, failures or acts of the Federal Deposit Insurance Act, as amended (the "FDIA"), same type or any other applicable state or federal law. Executive shall be entitled to at least thirty (30nature) days' prior prompt written notice of Employer's intention such cause is given to terminate his employment for any cause (except Executive's death) you by specifying in reasonable detail the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such terminationfacts giving rise thereto and that continuation thereof will result in termination of the Employment Term, and a reasonable opportunity to present to such cause is not cured within ten (10) business days after receipt by you of the Executive Committee his position regarding any dispute relating to first such notice. If the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for CauseEmployment Term is terminated as set forth in this Paragraph 11, then Employer payment of the specified Base Salary and any additional noncontingent cash compensation (including, without limitation, any equity-based compensation which has vested and expense reimbursement for expenses incurred prior to your termination) theretofore earned by you shall only be required payment in full of all compensation payable hereunder. If Studio terminated the Employment Term pursuant to pay Executive his Base Compensation as this Paragraph 11, then you shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executiveimmediately reimburse Studio for all paid but unearned sums.

Termination for Cause. This Agreement The Company may be terminated terminate the Executive's employment immediately for cause as hereinafter defined. "CAUSE" shall meanCause for any of the following reasons: (i) Executive's deathan act or acts of dishonesty or fraud on the part of the Executive resulting or intended to re- ▇▇▇▇ 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) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result willful material breach by the Executive of physical her duties or mental incapacity, substantially responsibilities under this Agreement resulting in demonstrably material injury to perform his duties hereunder for a period the Company or any of six (6) consecutive monthsits subsidiaries; (iii) a material violation by Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty Executive's conviction of a felony or an act 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 dishonesty in connection with the performance of his duties as an officer of Employer acts or omissions constituting such neglect or insubordination and the BankExecutive has failed to cure such conduct, where susceptible to cure, within thirty days following such notice, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on breach by the Bank; or (vii) Executive is removed or suspended from banking pursuant of any of his obligations under the Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right to Section 8(e) terminate the Executive's employment for Cause by giving the Executive written notice of termination specifying in reasonable detail the circumstances constituting such Cause. In the event of such termination of the Federal Deposit Insurance ActExecutive's employment for Cause, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty receive only (30i) days' prior written notice of Employer's intention her base salary pursuant to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued Section 3.1 earned through the effective date of such terminationtermination of employment plus her 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 Employer shall not be obligated to pay any performance bonus with respect benefits to the then current fiscal year extent actually earned by the Executive under any other benefit plan or program of Employerthe Company as of the date of such termination of employment, or have such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any further obligations to Executivereimbursement amounts owing under Section 4.

Termination for Cause. This In addition to any other remedies that may exist, either party may terminate this Agreement may be terminated for cause as hereinafter definedin the event the other party commits a material breach of any provision of this Agreement by giving the other party at least sixty (60) days prior written notice of such termination, unless such default or breach is cured within said sixty (60) days. "CAUSE" If either party terminates this Agreement pursuant to this Section 9, Licensee shall mean: promptly return and cause all agents of Licensee to promptly return to Licensor all Confidential Information and all Coal Briquetting Technology then in Licensee's possession, and Licensee shall not thereafter use for its own commercial benefit or disclose to any third person any Confidential Information or Coal Briquetting Technology during the period ending three (3) years from the date of such termination. Notwithstanding the foregoing, information which (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, is or becomes generally available to the public other than as a result of physical an unauthorized disclosure by the Licensee or mental incapacityits respective members, substantially agents, employees, directors or representatives, (ii) was available to perform his duties hereunder for the Licensee on a period of six (6) consecutive months; non-confidential basis prior to its receiving disclosure hereunder, (iii) lawfully becomes available to the Licensee on a material violation non-confidential basis from a third party source (provided that such source is not known by Executive of any applicable material law the Licensee or regulation respecting its members, agents, employees, directors or representatives to be prohibited from transmitting the business of Employer information), or the Bank; (iv) Executive being found guilty of a felony the Licensee is compelled by legal process by any court or an act of dishonesty in connection with other authority to disclose shall not be subject to the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) terms of the Federal Deposit Insurance Actduty to protect Confidential Information set forth in this section. In the case of (iv) above, as amended (the "FDIA"), or any other applicable state or federal law. Executive Licensee shall be entitled to at least thirty (30) days' prior give the Licensor prompt written notice of Employersuch legal process in order that an appropriate protective order can be sought and Licensee agrees not to oppose Licensor's intention efforts to terminate his employment for any cause (except Executive's death) specifying prevent the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence disclosure of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to ExecutiveConfidential Information.

Termination for Cause. This Agreement The Company may be terminated terminate Employee's employment for cause as hereinafter defined"cause" effective immediately upon giving written notice thereof. For purposes of this Agreement, the term "CAUSEcause" shall mean: be limited to (i) Executivenon-appealable conviction of a felony or of any crime involving fraud or misrepresentation that adversely affects the Company's deathreputation in a material way; (ii) ExecutiveEmployee's "PERMANENT DISABILITY," gross negligence or willful misconduct which shall mean Executive's inabilityis materially injurious to the Company, 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 Executive excessive use of any applicable material law alcohol or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection illegal drugs interfering with the performance of his Employee's duties as and the continuance thereof after written warning; and (iv) any material breach by Employee of a material obligation under this Agreement with written notice thereof, and an officer appropriate period to cure such breach if such breach is curable. For purposes of Employer this section, no act or the Bankfailure to act on Employee's part shall be considered "gross' or "willful" unless done, or which disqualifies Executive from serving as an officer omitted to be done, by Employee not in good faith and without reasonable belief that his action or director of Employer or omission was in the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) best interest of the Federal Deposit Insurance Act, as amended (the "FDIA"), Company. Notwithstanding any term or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice provision of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present this Agreement to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disabilitycontrary, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated considered for cause if the termination resulted from bad judgment or negligence on the part of Employee or an act or omission which Employee believed at the time to be in good faith and in the interests of the Company, or not opposed to such interests. Company shall pay any performance bonus with respect to Employee his full Base Salary and benefits through the date of termination at the then current fiscal year of Employer, rate (including any applicable pro rated bonus and accrued vacation pay). Company shall have no other liabilities or have any further obligations to ExecutiveEmployee. All stock options, if any, which have become vested and exercisable on or before the termination date shall remain vested and exercisable for such period of time as specified in Employee's stock option agreement(s).

Termination for Cause. This Notwithstanding anything contained in this Agreement may be terminated to the contrary, the Company shall have the right to immediately terminate the employment of Executive upon the occurrence of any of the following events (which events shall constitute “Cause” for cause as hereinafter defined. "CAUSE" termination): (a) Executive shall mean: (i) intentionally commit a material and substantial breach or violation of any of Executive's death; (ii) Executive's "PERMANENT DISABILITY," ’s covenants under this Agreement, which shall mean Executive's inability, as a result of physical or mental incapacity, substantially to perform his duties hereunder breach continues for a period of six ten (610) consecutive months; days following notice thereof from the Company; (iiib) a material violation Executive shall fail to substantially perform Executive’s duties with the Company (other than due to incapacity resulting from physical or mental illness, including care required for physical or mental illness of Executive’s immediate family) which failure has continued for at least fifteen (15) days following receipt by Executive of any applicable material law or regulation respecting written notice specifying the business of Employer or the Bankfailure to substantially perform; or (ivc) Executive being found guilty of commits, is convicted of, or pleads nolo contendere to a felony crime involving dishonest conduct, moral turpitude or an act of dishonesty in connection with the performance of relating directly to his duties as an employee of the Company. (d) Executive shall violate or refuse to obey the lawful and reasonable written instructions of the Chief Executive Officer, other supervising officer of Employer or the BankBoard of the Company, provided that such instructions are not in violation of this Agreement or which disqualifies violate any local, state and/or federal laws or regulations; (e) Executive from serving as an officer or director of Employer or shall become disabled during the Bank; Term (v) Executive shall be deemed to be disabled if the willful or negligent failure of Executive is eligible to receive disability benefits under any long-term disability plan the Company may then have in effect, or, if no such plan is then in effect, Executive shall be deemed to be disabled if Executive is unable to perform the essential functions of his duties hereunder in position with the Company, with reasonable accommodation, by reason of a physical or mental infirmity, for a period of ninety (90) consecutive days within any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"180-day period), or any other applicable state or federal law. if Executive shall die during the Term of this Agreement. If the employment of Executive is terminated pursuant to this Section 4.1, such termination shall be entitled effective upon the delivery of notice thereof to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (Executive, except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In in the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination the death of Executive's employment with Employer for Cause, then Employer in which case termination shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such terminationimmediately upon death, and Employer termination pursuant to subsection 4.1(a) or (b) under circumstances in which Executive is entitled to notice of breach (or failure) and an opportunity to cure, in which case termination shall not be obligated effective immediately after the notice period if Executive fails to pay any performance bonus with respect cure the breach or failure to the then current fiscal year reasonable satisfaction of Employer, or have any further obligations to Executivethe Company.

Termination for Cause. This Agreement may be terminated for cause Cause as hereinafter defined. "CAUSE" “Cause” shall mean: (i) the Executive's ’s death; (ii) the Executive's "PERMANENT DISABILITY," ’s Permanent Disability, which shall mean the Executive's ’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 Employer or the BankEmployer; (iv) the Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the BankEmployer, or which disqualifies the Executive from serving as an officer or director of Employer the Employer, the Company or any one of the BankSubsidiaries; (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 unsafe violations of Employer’s policies or unsound banking practices procedures or directives of the Board and that have a material financial adverse effect on the BankEmployer, the Company or any one of the Subsidiaries; or (vii) the Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "“FDIA"”), or any other applicable state or federal law. The Executive shall be entitled to at least thirty (30) days' ’ prior written notice of the Employer's ’s intention to terminate his employment for any cause (except the Executive's ’s death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, termination and shall be provided a reasonable opportunity to present to the Executive Committee Board his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding the Executive's ’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 If the Executive's ’s employment with Employer is terminated for CauseCause pursuant to this Section, then the Employer shall only be required to pay the Executive his such Base Compensation Salary as shall have accrued through the effective date of such termination, termination and Employer shall not be obligated to pay any performance bonus with respect to neither the then current fiscal year of Employer, or the Company nor any of the Subsidiaries shall have any further obligations to the Executive.

Termination for Cause. This The following events, which for purposes of this Agreement may shall constitute "cause" for termination with the majority vote of the Board: (1) The willful breach by Employee of any provision of Sections 11, 12, or 13 hereof or any act of fraud, misappropriation, or embezzlement by Employee with respect to any aspect of Employer's business or under circumstances that reflect adversely on Employer in the public eye, in each case in the Board's sole and exclusive determination, shall be terminated cause for cause as hereinafter defined. "CAUSE" shall mean: immediate termination with immediate curtailment of all compensation, benefits within statutory limitations, and stock option rights. (i2) Executive's death; The willful breach by Employee of Section 2 hereof (iiincluding but not limited to a refusal to follow lawful directives of the Board) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result after notice to Employee of physical or mental incapacity, substantially to perform his duties hereunder for the details thereof and a period of six 10 days thereafter within which to cure such breach and the failure of Employee to cure such breach to the Board's satisfaction within such 10 day period; (63) consecutive months; (iii) a material violation The use of illegal drugs by Executive Employee during the term of any applicable material law or regulation respecting this Agreement that, in the business sole and exclusive determination of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection Board, interferes with the Employee's performance of his duties as an officer hereunder or under circumstances that reflect adversely on Employer in the public eye; (4) The filing of Employer or the Banka petition in bankruptcy court for bankruptcy, reorganization, or which disqualifies Executive from serving as rearrangement or an officer adjudication that Employee is bankrupt; (5) The commencement of involuntary proceedings against Employee for bankruptcy or director appointment of a receiver because of insolvency; (6) If the Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder determines that employee has engaged in any material respect; 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. (vi7) Executive engages If the circumstances of Employee's personal life, whether or not in one or more unsafe or unsound banking practices that have a material adverse effect the course of management duties, reflects adversely on the Bank; or Employer such that it would be in the Employer's best interests, in its sole discretion, to terminate its business relations with Employee. (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice 8) The dissolution of Employer's intention corporate status; (9) Employee is convicted of or pleads guilty or nolo contendere to terminate his employment for any cause a felony or misdemeanor involving financial misconduct, moral turpitude, controlled substances, or personal injuries caused by driving under the influence; (except Executive's death10) specifying Failure of performance by Employee that is repeated or continued after 30 day written notice to Employee of such failure and that is determined by the grounds for such termination, a reasonable opportunity Board to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present be injurious to the Executive Committee his position regarding any dispute relating to business or interests of Employer and which failure is not cured by Employee within such 30 day period in the existence Board's sole determination. Any notice of such cause. In discharge shall describe with reasonable specificity the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a cause or causes for the termination of ExecutiveEmployee's employment with Employer for Causeemployment, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through well as the effective date of the termination (which effective date may be the date of such terminationnotice). If Employer terminates Employee's employment for any of the reasons set forth above, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any no further obligations to Executivehereunder from and after the effective date of termination (other than as set forth below).

Termination for Cause. This Agreement The Company may be terminated terminate Executive's employment for cause as hereinafter defined. "CAUSE" shall mean: “Cause” if Executive: (i) Executive's death; is convicted of or pleads nolo contendre to a felony (or its equivalent under applicable state law); (ii) commits fraud or a material act or omission involving dishonesty with respect to the Company or any of its respective employees, customers or affiliates; (iii) willfully and repeatedly fails or refuses to carry out the material responsibilities of Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result of employment by the Company (except where due to physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by Executive of any applicable material law or regulation respecting the business of Employer or the Bank; ); (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one willful misconduct or more unsafe a pattern of behavior which in either case has had or unsound banking practices that is reasonably likely to have a material significant adverse effect on the BankCompany; (v) willfully engages in any act or omission which is in material violation of the Company’s policy, including but not limited to engaging in ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ transactions or disseminating inside information; or or (viivi) Executive is removed or suspended from banking pursuant commits a material breach of Executive's material obligations under this Agreement, including but not limited to Section 8(e) of 8. A decision to terminate the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive Executive's employment for Cause shall be entitled made, if at all, by the CEO, after consultation with the Board, upon reasonable notice to at least Executive and an opportunity for Executive, together with counsel, to be heard by the CEO, and the CEO finding that, in his good faith opinion, Executive engaged in conduct set forth above and specifying the particulars thereof in reasonable detail. If the act or omission giving rise to the termination for Cause is curable by Executive, the Company will provide thirty (30) days' prior ’ written notice to Executive of Employer's intention the Company’s intent to terminate his employment the Executive for any cause (except Cause, with an explanation of the reason(s) for the termination for Cause and, if Executive cures the act or omission within the 30-day notice period, the Company will rescind the notice of termination and Executive's death) specifying employment will not be terminated for Cause at the grounds for such termination, a reasonable end of the 30-day notice period. If Executive has previously been afforded the opportunity to cure any conduct or actparticular behavior and successfully cured under this provision, if curable, alleged as grounds for such termination, the Company will have no obligation to provide Executive with notice and a reasonable an opportunity to present cure a recurrence of that behavior prior to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause. For purposes of this Section 5(A), then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer an action or inaction shall not be obligated to pay any performance bonus with respect to treated as “willful misconduct” if authorized by the then current fiscal year of EmployerCEO or the Board, or have any further obligations to Executivetaken by Executive in the good faith belief that it was in, or not opposed to, the best interests of the Company.

Termination for Cause. This Agreement may The Company shall have the right to terminate Executive's employment at any time for Cause by giving Executive written notice of the effective date of termination (which effective date may, except as otherwise provided below, be terminated for cause as hereinafter definedthe date of such notice). "CAUSE" For purposes of this Agreement, Cause shall mean: : (i) Executive's death; fraud, misappropriation, embezzlement or other act of material misconduct against the Company or any of its affiliates thereof or an act contrary to their best interests; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilitysubstantial and willful failure to render services in accordance with the terms of this Agreement, as a result of physical or mental incapacity, substantially to perform his duties hereunder for a period of six provided that (6) consecutive months; (iiiA) a material violation by Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the demand for performance of his duties as an officer of Employer or services had been delivered to the Bank, or which disqualifies Executive from serving as an officer or director of Employer or by the Bank; (v) the willful or negligent failure of Chief Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) Officer of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to Company at least thirty (30) days' days prior written notice to termination identifying the manner in which such Chief Executive Officer believes that the Executive has failed to perform and (B) the Executive has thereafter failed to remedy such failure to perform; (iii) willful and knowing violation of Employerany rules or regulations of any governmental or regulatory body material to the business of the Company; or (iv) conviction of or plea of guilty or nolo contendere to a felony. If Company terminates Executive's intention to terminate his employment for any cause (except of the reasons set forth in this Section 4(b), Company shall have no further obligations hereunder from and after the effective date of termination and shall have all other rights and remedies available under this or any other agreement and at law or in equity. If Executive's deathemployment is terminated for Cause (as defined above) specifying the grounds for and Executive does not consent to such termination, a reasonable opportunity to cure any conduct or actsuch termination shall not be considered effective and Executive's rights under this Agreement during the Term of Employment shall continue (including, if curablewithout limitation, alleged as grounds for such termination, the provisions of Sections 2 and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to 3 hereof) until the existence of such causeCause has been determined by an independent arbitrator appointed by the American Arbitration Association and either party's rights to petition a court of law for a decision in the matter have been exhausted. In connection with the event appointment of a dispute regarding an arbitrator, both parties agree to submit the question to final and binding arbitration by an appointee of the American Arbitration Association and to cooperate with the arbitrator, with all costs of arbitration paid by the Company. If the arbitrator determines that the Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer was for Cause, then Employer the Executive shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect repay to the then current fiscal year of Employer, Company all compensation received pursuant to Section 2 during the period commencing upon the Executive's termination and ending upon the arbitrator's final determination. The Executive shall also repay to the Company all amounts that it paid or have any further obligations reimbursed the Executive pursuant to ExecutiveSection 6.

Termination for Cause. This Following Executive’s Termination for Cause, Employers shall pay Executive any accrued but unpaid Base Salary through the date of termination of Executive’s employment (payable in accordance with Employers’ normal payroll practices), and any earned but unpaid Incentive Compensation for any prior period, pro rata and to the extent earned (payable on the schedule as provided in Agreement may paragraph 4(b) above). Any outstanding equity awards shall be terminated subject to the terms and conditions of the applicable plan and applicable award agreement. Executive shall have no right to any other compensation or benefits (except for cause as hereinafter definedvested benefits under any employee benefit plan in accordance with the terms of the plan and any right to continued health coverage under COBRA or similar state law) for any period after a Termination for Cause. "CAUSE" shall mean: (i) Executive's death; (ii) Executive's "PERMANENT DISABILITYFor purposes of this Agreement, “Termination for Cause," ” which shall mean be determined by Employers’ Boards of Directors in the reasonable exercise of their discretion and acting in good faith, is a termination of Executive's inability, ’s employment as a result of physical Executive’s dishonesty; willful misconduct; incarceration for ten (10) or mental incapacity, substantially more days; breach of fiduciary duties; intentional failure to perform his duties hereunder for job duties; willful violation of any law (other than minor traffic violations or less serious offenses) or a period final cease-and-desist order; the regulatory suspension or removal of six Executive as defined in Agreement paragraph 8; Executive’s failure or refusal to follow instructions of the Boards of Directors of Employers; or Executive’s material breach of the terms of this Agreement, which material breach of this Agreement is not cured (6to the extent deemed curable by the Boards) consecutive months; (iii) a material violation by Executive within 10 calendar days after his receipt of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the BankEmployers’ written notice thereof, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent including, without limitation, failure of by Executive to perform his Executive’s duties hereunder and responsibilities in any material respect; (vi) the manner and to the extent required under this Agreement. The termination of Executive’s employment shall not be a Termination for Cause unless and until there shall have been delivered to Executive engages a copy of a resolution duly adopted in one or more unsafe or unsound banking practices that have a material adverse effect on good faith by the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) affirmative vote of not less than two-thirds of the Federal Deposit Insurance Actmembership of Employers’ Boards of Directors (other than Executive, as amended if applicable) at a meeting of the Boards called and held for such purpose (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to after at least thirty fifteen (3015) days' days prior written notice of Employer's intention such meeting and Executive’s alleged improper conduct is communicated to terminate his employment Executive and Executive (together with Executive’s counsel) is given an opportunity to be heard before the Boards of Directors), finding that Executive is guilty of the conduct described as Termination for any cause (except Executive's death) Cause and specifying in detail the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such terminationits decision, and a reasonable opportunity to present further that the specified conduct remains uncured pursuant to the terms hereof or was not capable of cure. Employers’ Boards of Directors, in their discretion, may place Executive Committee his position regarding on a paid leave of absence for all or any dispute relating to portion of the existence period of such cause. In time from the event delivery of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the written notice described in this Agreement until the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of EmployerTermination for Cause, or have any further obligations the date on which Executive returns to Executivework from such paid leave of absence.

Termination for Cause. This If this Agreement may is terminated by the Corporation for Cause (as defined herein), this Agreement shall cease and terminate as of the date of termination of Employee. “Cause” shall be terminated for cause defined as hereinafter defined. "CAUSE" shall mean: (i) Executive's deathcommission of a willful act of dishonesty in the course of Employee’s duties hereunder; (ii) Executive's "PERMANENT DISABILITY," conviction by a court of competent jurisdiction of a crime constituting a felony or conviction with respect to any act involving fraud or dishonesty; (iii) Employee’s continued, habitual intoxication or performance under the influence of controlled substances during working hours, after the Corporation shall have provided written notice to Employee and given Employee ten (10) days within which to commence rehabilitation with respect thereto, and Employee shall mean Executive's inabilityhave failed to promptly commence and diligently continue such rehabilitation; (iv) frequent or extended, and unjustifiable (not as a result of physical incapacity or mental incapacity, substantially to perform his duties hereunder for a period of six (6disability) consecutive months; (iii) a material violation by Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or absenteeism which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that shall not have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least been cured within thirty (30) days' days after the Corporation shall have advised Employee in writing of its intention to terminate Employee’s employment in accordance with the provisions of this subsection in the event such condition shall not have been cured; or (v) Employee’s willful and continued personal misconduct, action, inaction, inability or refusal to perform the duties and responsibilities described in this Agreement and any Exhibits hereto, if (A) the Corporation shall have given Employee prior written notice of Employer's intention the reason therefor and (B) a period of thirty (30) days following receipt by Employee of such notice shall have lapsed and the matters which constitute or give rise to terminate his employment such Cause shall not have been cured or eliminated by Employee; provided, however, that if such matters are of a nature that same cannot be cured or eliminated within such thirty (30) day period, such period shall be extended for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity so long as Employee shall be endeavoring diligently and in good faith to cure any conduct or act, if curable, alleged as grounds for eliminate such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executivematters.

Termination for Cause. This (a) Employee’s employment under this Agreement may shall be deemed to be terminated for cause as hereinafter defined. "CAUSE" upon the occurrence of any of the following events that shall mean: constitute “Cause”, at Employer’s election, immediately upon Employer giving written notice of such termination to Employee: (i) Executive's death; Employee’s conviction of any felony or a crime involving moral turpitude. (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilityEmployee’s failure or refusal to follow, as a result of physical or mental incapacityin any material respect, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by Executive of any applicable material law or regulation respecting the business lawful instructions of Employer or the Bank; bylaws, policies, standards or regulations of Employer, which from time to time may be established or changed, and such failure or refusal is not cured within fifteen (iv15) Executive being found guilty days of a felony receiving written notice of such violation from Employer. (iii) Employee’s continued failure or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bankrefusal to faithfully and diligently perform, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; , the usual and customary duties of Employee’s employment hereunder, and such failure or refusal is not cured within fifteen (vi15) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) days of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior receiving written notice of such violation from Employer's intention to terminate his employment for any cause . (except Executive's deathiv) specifying the grounds for Employee’s conduct is fraudulent and such termination, a reasonable opportunity conduct is not cured within fifteen (15) days of receiving written notice to cure any such conduct from Employer. No termination for Cause may occur unless a written notice under this Section 7(a) shall specify the alleged violations in sufficient detail as to apprise Employee of the default or act, if curable, alleged as grounds for such terminationfailure, and a reasonable opportunity Employer’s expectations of what Employee needs to present do to the Executive Committee his position regarding any dispute relating to the existence of such cause. cure same. (b) In the event that Employer fails to pay Employee any installment of a dispute regarding Executive's Permanent Disabilitythe base salary or other amounts owed to Employee under Sections 3(a) through e) when due, each and such non-payment is not cured within fifteen (15) days after Employee shall have notified Employer in writing of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Causesuch non-payment, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such terminationEmployee, and Employer shall provided that Employee is not be obligated to pay any performance bonus in default with respect to any of Employee’s obligations under this Agreement, shall have the then current fiscal year option to terminate Employee’s employment under this Agreement immediately upon Employee giving written notice of such termination to Employer, or have any further obligations to Executiveand Employee shall receive from Employer the severance pay and other compensation set forth in paragraph 2 of this Agreement, as though he had been terminated by Employer without cause.

Termination for Cause. This Agreement may be terminated for cause as hereinafter defined. "CAUSE" shall mean: (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as 13.1 In the event that either Party should commit 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 Executive breach of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty its obligations under this Agreement, and shall have not cured such breach within [***] days after receipt of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice of Employer's intention breach from the other Party, then such other Party shall have the right to terminate his employment this Agreement immediately by written notice. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 In the event that either Party should become insolvent or make an assignment for the benefit of creditors or proceedings in voluntary or involuntary bankruptcy should be instituted against it or a receiver or trustee of its property should be appointed, then the other Party shall have the right to terminate this Agreement forthwith by written notice. 13.3 In the event that PharmaForm is not able to manufacture the Product according to the Specifications stated in Appendix I or for any cause reason should be unable (except Executive's deathincluding but not limited to cases of Force Majeure) specifying to supply the grounds Product for a consecutive [***] month period or for a total of [***] months non-consecutively in one calendar year (whether in the quantities ordered or at all), Corcept shall have the right to terminate this Agreement forthwith by written notice. The right to terminate is in addition to any other remedy available at law or in equity. 13.4 In the event that PharmaForm shall fail to promptly secure or renew any license, registration, permit, authorization, or approval necessary for the conduct of its business in the manner contemplated by this Agreement, or if any such terminationlicense, a registration, permit, authorization, or approval is revoked or suspended and not reinstated within [***] days or if reinstatement is not possible within [***] days, diligent efforts are not being made by PharmaForm to effect such reinstatement, then Corcept shall have the right to terminate this Agreement immediately by written notice. 13.5 On termination or expiration of this Agreement, PharmaForm shall take reasonable opportunity measures to cure cease any conduct ongoing production of Product and limit further expenses associated with such ongoing production. Expiration or act, if curable, alleged as grounds for such termination, and a reasonable opportunity termination of this Agreement shall be without prejudice to present any rights or obligations that accrued to the Executive Committee his position regarding any dispute relating benefit of either party prior to the existence of such causeexpiration or termination. In the event of a dispute regarding Executive's Permanent Disabilityany termination or expiration, each PharmaForm shall promptly return (1) any remaining inventory of Executive and Employer shall choose a physician who together will choose a third physician Compound or other materials received from Corcept (including the Corcept Starting Materials), (2) all remaining inventories of Product (subject to make a final determination thereof. Upon a termination payment by Corcept of Executive's employment with Employer the applicable Price for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such terminationProduct), and Employer shall (3) any other Product or material being stored for Corcept, to Corcept at Corcept’s expense, but not be obligated to pay any performance bonus with respect to including the then current fiscal year of Employer, or have any further obligations to ExecutivePharmaForm Starting Materials.

Termination for Cause. This Agreement The Company may be terminated terminate the Executive’s employment hereunder for cause as hereinafter definedCause at any time. "CAUSE" For purposes of this Agreement, “Cause” shall meanmean that the Executive has: (iA) Executive's deathcommitted gross negligence in connection with his duties as set forth herein or otherwise with respect to the business and affairs of the Company, its subsidiaries and/or its other affiliates; (iiB) committed fraud in connection with his duties as set forth herein or otherwise with respect to the business and affairs of the Company, its subsidiaries and/or its other affiliates; (C) engaged in personal dishonesty, willful misconduct, willful violation of any law, or breach of fiduciary duty, in each instance, with respect to the business and affairs of the Company, its subsidiaries and/or its other affiliates; (D) been indicted for, or has been found by a court of competent jurisdiction to have committed or plead guilty to, (1) a felony (or state law equivalent) or (2) any other serious crime involving moral turpitude or that has (or is reasonably likely to have) a material adverse effect either on (x) the Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result of physical or mental incapacity, substantially ’s ability to perform his duties hereunder for a period under the Agreement or (y) the reputation and goodwill of six (6) consecutive months; (iii) a material violation by Executive the Company, regardless of any applicable material law whether or regulation respecting not such other crime is related or unrelated to the business of Employer the Company, its subsidiaries or the Bankother affiliates; (ivE) Executive being found guilty shown chronic use of a felony alcohol, drugs or an act of dishonesty in connection with other similar substances that materially affects the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the BankExecutive’s work performance; (vF) breached his obligations under (1) this Agreement, (2) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; Confidentiality, Non-Compete and Inventions Assignment Agreement attached hereto as Exhibit A (vithe “Covenants Agreement”) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii3) any other agreement executed by the Executive is removed or suspended from banking pursuant to Section 8(e) for the benefit of the Federal Deposit Insurance ActCompany, as amended its subsidiaries and/or other affiliates, provided, that, if such breach described in this clause (F) is susceptible to cure, the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least have thirty (30) days' prior written days after notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any such breach; (G) failed to materially perform the Executive’s duties or to follow the lawful directives of the CEO; provided, that, if such failure described in this clause (G) is susceptible to cure, the Executive shall have thirty (30) days after notice to cure such failure; or (H) materially violated the Company’s written code of conduct or actother written or established policies and/or procedures in place from time to time; provided, that, if curablesuch violation described in this clause (H) is susceptible to cure, alleged as grounds for the Executive shall have thirty (30) days after notice from the Board to cure such termination, and a reasonable opportunity to present violation. Any notice to the Executive Committee his position regarding any dispute relating to under this Section 6(a)(i) shall be in writing and shall specify in reasonable detail the existence of such cause. In Executive’s acts or omissions that the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Company alleges constitute “Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executive.”

Termination for Cause. This K&B may terminate this Agreement may at any time for Cause, in which case Employee shall be terminated for cause as hereinafter definedentitled to receive base salary and Bonus accrued through the date of such termination. Any of the following shall constitute "CAUSE" shall mean: Cause": (i) Executive's death; any material breach by Employee of any of the terms of this Agreement or his non-competition agreement with K&B or the Employee Innovations and Proprietary Rights Assignment Agreement between Employee and K&B where such breach is not cured within thirty (30) days after written notice of such breach is delivered to Employee; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilityintoxication with alcohol or drugs while on the premises of K&B or any of the Companies or any customer or potential customer to the extent that in the reasonable judgment of management, as a result of physical Employee is abusive or mental incapacity, substantially his ability to perform his duties hereunder for a period of six (6) consecutive months; and responsibilities under this Agreement is impaired; (iii) a material violation by Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty conviction of a felony or an act any misdemeanor involving dishonesty, theft, the failure to tell the truth, other unethical behavior, racial prejudice, drugs, alcohol, sexual misconduct or any other crime likely to result in public disparagement with respect to any of dishonesty the Companies; (iv) intentional misappropriation of property belonging to K&B or any of the Companies; (v) illegal business practices in connection with the performance any of his duties as an officer of Employer K&B or the Bank, or Companies' businesses which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that could have a material adverse effect on the Bank; CEC's, CECO's, K&B's or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) any of the Federal Deposit Insurance ActCompanies' or their business or financial position or reputation; (vi) excessive absence of Employee from his employment during usual business hours for reasons other than vacation, as amended (the "FDIA"), disability or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior sickness after written notice thereof is delivered to Employee describing the nature of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable excess absences and affording Employee one more opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executive.avoid excess absences; or

Termination for Cause. This If either party breaches this Agreement may be terminated for cause as hereinafter defined. "CAUSE" shall mean: (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean 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 Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"Promissory Note), or any the other applicable state or federal lawparty may elect to give the breaching party written notice describing the alleged breach. Executive shall be entitled to at least If the breaching party has not cured such breach within thirty (30) days' prior written notice days (ten (10) days for any payment breach hereunder or under the Promissory Note) after receipt of Employer's intention such notice, the notifying party will be entitled, in addition to any other rights it may have under this Agreement or under applicable law, to terminate his employment for any cause (except Executive's death) specifying this Agreement effective immediately; provided, however, that if the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such causebreach in good faith takes longer than such thirty (30) period, then the parties shall entertain a longer cure period, provided that the curing party embarks on same and diligently prosecutes and pursues such cure to completion. Notwithstanding the foregoing, breach of Section 12.5 shall entitle either party to terminate this Agreement immediately upon written notice. In the event that it is established that as of a dispute regarding Executive's Permanent Disabilitythe Effective Date, each Reliant did not own, or have the unrestricted right to use, the Reliant Intellectual Property or have the unrestricted right to grant the license granted hereunder to SLT, or in the event that as of Executive the Effective Date Reliant did not own the Tangible Assets free and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination clear of Executive's employment with Employer for Causeany material liens or encumbrances of any kind, then Employer shall only be required to pay Executive his Base Compensation as SLT shall have accrued through the effective right, as its sole and exclusive remedy, to terminate this Agreement; provided, however, that any Advance Royalty Payments made by SLT as of the date of such termination by SLT which have not yet been offset by earned or deemed earned royalties, shall be reimbursed to SLT by Reliant within thirty (30) days after such termination. Notwithstanding the foregoing, and Employer SLT's obligations under the Promissory Note shall not be obligated to pay continue in accordance with its terms notwithstanding any performance bonus with respect to the then current fiscal year termination of Employer, or have any further obligations to Executivethis Agreement.

Termination for Cause. This Agreement Chugach may terminate ▇▇▇▇▇’ employment for “cause” immediately upon written notice to ▇▇▇▇▇, provided, however, that ▇▇▇▇▇ must be terminated given ten (10) days written notice of cause for termination and the opportunity to cure such cause as hereinafter definedwithin that time if the Board in its reasonable discretion determines that (1) the cause for termination is capable of being cured and (2) no similar conduct or failure that was previously cured has occurred. "CAUSE" Such notice shall mean: specify in reasonable detail the acts or omissions that constitute cause for termination. For purposes of this Agreement, “cause” means a business-related reason that is not arbitrary, capricious or illegal and which is based on facts (i) Executive's death; supported by substantial evidence, and (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilityreasonably believed by the Board of Directors to be true. Examples of “cause” for termination of employment are provided in Chugach Operating Policy 013 dated September 19, as a result 2001, and are incorporated herein by reference to the extent they are consistent with this Agreement, and may also include the following: willful and repeated failure or refusal to carry out reasonable orders, instructions, or directives of physical the Board of Directors; material acts of dishonesty, disloyalty or mental incapacity, substantially competition related to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by Executive of any applicable material law or regulation respecting the business of Employer Chugach or its relationships with employees, suppliers, contractors, customers or others with whom Chugach does business; refusal or failure to furnish material information concerning Chugach’s affairs as reasonably requested by or under the Bank; (iv) Executive being found guilty authority of the Board of Directors, or falsification or misrepresentation of such information, conviction of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bankcrime constituting fraud, intentional dishonesty, moral turpitude, or which disqualifies Executive from serving as an officer other conduct that materially compromises the reputation of the employee or director Chugach; or any other act, course of Employer conduct, or the Bank; (v) the willful omission that has or negligent failure of Executive is reasonably likely to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; Chugach, its business or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA")financial position, or any other applicable state its goodwill or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such causereputation. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a the involuntary termination of Executive's his employment with Employer for Causecause, then Employer ▇▇▇▇▇ shall only not be required entitled to pay Executive receive any compensation or benefits hereunder other than (1) his Base Compensation as shall have accrued Salary earned through the effective date of such ▇▇▇▇▇’▇ termination, (2) accrued, unused annual leave, and Employer (3) vested employee benefits under the terms and conditions of the governing plan documents and policies. In the event of termination for cause under this Section, ▇▇▇▇▇’ obligations under Sections 8 and 9 shall not be obligated to pay any performance bonus with respect to continue under the then current fiscal year terms and conditions of Employer, or have any further obligations to Executivethis Agreement.

Termination for Cause. (a) This Agreement may be terminated immediately upon notice by the University for cause. Termination for cause as hereinafter defined. "CAUSE" shall mean: may be based on any one of the following grounds: (i) Executive's death; Any material failure of Instructor to perform the duties of his or her position. (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilityMaterial violation of any Regent Law or Policy, as a result of physical System Administrative Policy Statement (APS) or mental incapacityCampus, substantially to perform his duties hereunder for a period of six (6) consecutive months; College, School or Department rule or policy. (iii) a material violation Being found responsible by Executive [INSERT NAME OF CAMPUS INVESTIGATORY OFFICE] for violating one or more of any applicable material law or regulation respecting the business of Employer or the Bank; following policies: Discrimination and Harassment, Sexual Harassment and/or Amorous Relationships. (iv) Executive being found guilty Conduct which would be grounds for termination of a felony or an act of dishonesty in connection with tenured faculty member pursuant to the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; Regent Policy on faculty Dismissal for Cause. (v) The Instructor is indicted, bound over for trial, or a finding of probable cause is otherwise made, or the willful Instructor enters a plea of guilty or negligent failure of Executive to perform his duties hereunder nolo contendere, whichever comes earlier, in any material respect; a criminal case (excluding minor traffic offenses). (vi) Executive engages For Individuals New to the University: The Instructor fails to comply with Paragraphs 17 and 18 of this Contract. (b) Prior to termination for cause, the appointing authority shall inform Instructor in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) writing of the Federal Deposit Insurance Actalleged grounds for termination. The written notice of intent to terminate shall provide Instructor five calendar days to request a meeting to discuss the alleged grounds for termination, as amended with termination becoming final at the end of the fifth day if Instructor does not request such meeting. If Instructor does request such meeting, the appointing authority shall schedule a meeting with Instructor within a reasonable time. The appointing authority shall promptly thereafter issue a written decision, and that decision shall be final. (the "FDIA")c) The parties expressly acknowledge and agree that if Instructor’s employment is terminated for cause under this paragraph 6, or any other applicable state or federal law. Executive then Instructor shall be entitled to at least thirty (30) days' prior written notice payment of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged only those amounts earned as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year termination of Employer, or have any further obligations to Executivethis Agreement.

Termination for Cause. This Agreement Subject to the force majeure provision set forth herein, neither party shall terminate or cancel the Contract, whether by court action or otherwise, unless there is a Material Default by the other party. For purposes of the Contract, a Material Default shall be any monetary default not cured by the COMPANY within fifteen (15) days of receipt of notice from the TOWNSHIP and any non-monetary default by a party not cured by such party within thirty (30) days of receipt of notice by the non-defaulting party of such default unless default is attributable to an event of force majeure or unless it is not reasonably possible for the defaulting party, in which case the defaulting party shall have such amount of time as is reasonable necessary to cure such default. In the event that the TOWNSHIP feels that the COMPANY is not curing the default within a reasonable time. The TOWNSHIP may file a lawsuit seeking any and all remedies available to the TOWNSHIP at law or in equity. Neither party shall be terminated for cause as hereinafter defined. "CAUSE" shall mean: (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result of physical or mental incapacity, substantially obligated to perform his duties and neither shall be deemed to be in Material Default hereunder for if performance of a period of six (6) consecutive months; (iii) a material violation non-monetary obligation is prevented by Executive the occurrence of any of the following (herein called “force majeure” or “event of force majeure”) acts of God, strikes, lockouts, other industrial disturbances, acts of the public enemy, laws, rules and regulations of applicable material law governmental bodies, wars or regulation respecting the business of Employer or the Bank; warlike action (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bankwhether actual, impending, or which disqualifies Executive from serving as an officer expected and whether de jure or director de factor), arrest or other restraint of Employer government (civil or the Bank; (v) the willful military), blockades, insurrections, riots, epidemics, landslides, earthquakes, fires, hurricanes, storms, floods, washouts, civil disturbances, explosions, nuclear reaction or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Actradiation, as amended (the "FDIA")radioactive contamination, or any other applicable state causes whether for the kind herein enumerated or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice otherwise, that are not reasonably within the control of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to party claiming the Executive Committee his position regarding any dispute relating to the existence right of delay performance on account of such causeoccurrence. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a The termination of Executive's employment with Employer for Causethe Contract my become effective, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through at the effective date discretion of such terminationthe non-defaulting party, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executive.fifteen

Termination for Cause. This Agreement The Board, by vote of a majority of its members at a meeting at which Employee is present and given an opportunity to present his views, may terminate the employment of Employee with Employer at any time for “Cause.” For purposes of this Agreement, “Cause” shall be terminated for cause as hereinafter defined. "CAUSE" shall mean: deemed to exist if, and only if: (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which Employee shall mean Executive's inabilityengage, 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 Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with during the performance of his duties as an officer hereunder, in acts or omissions constituting dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing or malfeasance; (ii) Employee shall intentionally disobey or disregard a lawful and proper direction of the Board; or (iii) Employee shall materially breach this Agreement, and such breach by its nature is incapable of being cured, or such breach remains uncured for more than 30 days following receipt by Employee of written notice from Employer specifying the nature of the breach and demanding the cure thereof. For purposes of this clause (iii), a material breach of this Agreement which involves inattention by Employee to his duties under this Agreement shall be deemed a breach capable of cure. The following shall not constitute Cause for the termination of the employment of Employee or the modification or diminution of any of his authority hereunder: (i) any personal or policy disagreement between Employee and Employer or any member of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the BankBoard; or (vii) the willful or negligent failure of Executive to perform any action taken by Employee in connection with his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA")hereunder, or any other applicable state failure to act, if Employee acted or federal lawfailed to act in good faith and in a manner he reasonably believed to be in, and not opposed to, the best interest of Employer, and he had no reasonable cause to believe his conduct was unlawful. Executive Notwithstanding anything herein to the contrary, if Employer shall be entitled to terminate the employment of Employee hereunder for Cause, Employer shall give at least thirty (30) days' 30 days prior written notice to Employee specifying in detail the reason or reasons for Employee’s termination. If the employment of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employee with Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with is terminated by Employer for Cause, then Employer shall only be required to pay Executive Employee his accrued but unpaid Base Compensation as shall have accrued Salary (at the rate most recently determined) through the effective date of such termination and a Supplemental Retirement Benefit calculated on Employee’s Base Salary earned through the date of termination, and Employer shall not be obligated to pay and, except as otherwise provided in this Agreement or in any performance bonus with respect to the then current fiscal year Benefit Plan, Insurance Plan, program or arrangement of Employer, or Employer shall have any no further obligations obligation to ExecutiveEmployee under this Agreement. Such termination shall have no effect upon Employee’s rights under the Benefit Plans, the Insurance Plans and the retiree medical coverage described in paragraph (j) of Section 4 hereof.

Termination for Cause. This Agreement The Employer may be terminated terminate the Executive’s employment at any time for cause as hereinafter definedCause, after providing Executive with at least 30 days’ notice of such proposed termination and 15 days to remedy the alleged defect. "CAUSE" shall mean: (i) In this Agreement, “Cause” means the wilful and continued failure by the Executive to substantially perform, or otherwise properly carry out, the Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result ’s duties on behalf of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony RBA Pubco or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bankaffiliate, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder follow, in any material respect; (vi) Executive engages in one , the lawful policies, procedures, instructions or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) directions of the Federal Deposit Insurance ActEmployer or any applicable affiliate (other than any such failure resulting from the Executive’s disability or incapacity due to physical or mental illness), as amended (or the "FDIA")Executive wilfully 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 applicable state act or federal omission constituting cause for termination of employment without notice or pay in lieu of notice at common law. For the purposes of this definition, no act, or failure to act, on the part of a Executive shall be entitled considered “wilful” unless done, or omitted to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such terminationbe done, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to by the Executive Committee his position regarding any dispute relating to in bad faith and without reasonable belief that the existence Executive’s action or omissions were in, or not opposed to, the best interests of such causethe Employer and its affiliates. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then all unvested stock options granted to the Executive pursuant to the terms of the RBA Pubco’s Stock Option Plan (the “Option Plan”) will immediately be void on the date the Employer shall only be required to pay notifies the Executive his Base Compensation as shall have accrued through the effective date of such termination. The Executive will have 30 days from the date of termination to exercise any options which have vested prior to the date of termination, subject to the terms and Employer shall not be obligated to pay any performance bonus conditions of the Option Plan and the applicable individual option agreements. In the event of termination for Cause, the rights of the Executive with respect to any performance share units (“PSUs”) granted pursuant to the then current fiscal year of EmployerRBA Pubco’s Performance Share Unit Plan (the “PSU Plan”), or have and pursuant to any further obligations and all PSU grant agreements, respectively, will be governed pursuant to Executivethe PSU Plan.

Termination for Cause. This The Company shall have the right to terminate this Agreement may be terminated and Executive’s employment, by written notice to Executive, for cause as hereinafter defined. "CAUSE" shall mean: any of the following causes (ia “Termination for Cause”): (a) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result of physical fraud or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by Executive of any applicable material law willful or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty intentional misrepresentation in connection with the Executive’s performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; hereunder; (vb) the willful or negligent failure of by the Executive to substantially perform his duties hereunder hereunder; (c) the failure by the Executive to follow the lawful directives of the Chief Executive Officer and the Board; (d) willful or intentional conduct by the Executive that is detrimental to the Company’s reputation, goodwill or business operations in any material respect; (e) breach or threatened breach by the Executive of the restrictive covenants incorporated in Section 4 hereof; (f) the Executive’s conviction for, or plea of nolo contendere to a charge of commission of, a felony or a violation of federal or state securities laws; or (vig) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) breach of the Federal Deposit Insurance Act, as amended (representations in Section 6.2 hereof. In no event shall the "FDIA"), or any other applicable state or federal law. Executive shall be entitled considered to at least thirty (30) days' prior have been terminated for “Cause” unless the Company delivers a written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present termination to the Executive Committee his position regarding any dispute relating to identifying in reasonable detail the existence acts or omissions constituting “Cause” and the provision of such causethis Agreement relied upon. In the event case where such acts or omissions are not capable of a dispute regarding cure, the Executive's Permanent Disability’s termination will take effect upon his receipt of such notice. In the case where such acts or omissions are capable of cure, each the Executive’s termination will take effect 15 days following his receipt of such notice if such acts or omissions are not cured by Executive and Employer by such date, provided the Company may suspend the Executive’s employment or place him on leave of absence pending such cure. For the avoidance of doubt, mere failure of the Company to achieve earnings goals shall choose a physician who together will choose a third physician to make a final determination thereof. not constitute “Cause.” Upon a termination of Executive's employment with Employer any Termination for Cause, then Employer all payments, contributions and other benefits to Executive under Section 2 of this Agreement shall only be required to pay Executive his Base Compensation as shall have accrued through cease immediately, with the effective date exception of such terminationreimbursement of authorized, ordinary and necessary business expenses already incurred, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year compensation already earned or vested as of Employer, or have any further obligations to Executivethat date.

Termination for Cause. This Agreement The Company may be terminated terminate the Employee’s employment hereunder for cause as hereinafter definedCause effective immediately upon notice. "CAUSE" For purposes of this Agreement, the Company shall meanhave “Cause” to terminate the Employee’s employment hereunder: (i) Executive's deathif the Employee engages in conduct which has caused substantial and serious injury to the Company; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilityif the Employee is convicted of a felony, as evidenced by a result binding and final judgment, order or decree of physical a court of competent jurisdiction; (iii) for the Employee’s repeated neglect of his duties hereunder or mental incapacity, substantially the Employee’s refusal to perform his duties hereunder for a period or responsibilities hereunder, as determined by the Company’s Board of six (6) consecutive months; (iii) a material violation by Executive of any applicable material law or regulation respecting the business of Employer or the BankDirectors in good faith; (iv) Executive being found guilty for the Employee’s violation of a felony this Agreement or an act of dishonesty in connection with any other Agreement between the performance of his duties as an officer of Employer or Employee and the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the BankCompany; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respectchronic absenteeism; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bankuse of illegal drugs; or (vii) Executive is removed insobriety by the Employee while performing his or suspended her duties hereunder; (viii) any act of dishonesty or falsification of reports, records or information submitted by the Employee to the Company; (ix) Employee’s willful or reckless misconduct that causes material injury to the Company; and (x) the issuance of an injunction or other judicial relief against the Employee finding that the Employee has caused material injury to the Company and enjoining the Employee from banking pursuant causing further material injury to Section 8(e) the Company. Prior to any termination for Cause by the Company of the Federal Deposit Insurance ActEmployee’s employment hereunder (other than for Cause which is not reasonably curable by the Employee), as amended the Company shall provide the Employee with written notice of its intention so to terminate (the "FDIA"“Termination Notice”), or any other applicable state or federal law. Executive The Termination Notice shall be entitled to at least set forth in reasonable detail the grounds for the termination for Cause. The Employee shall have a period of thirty (30) days' prior written notice days from the date of Employer's intention the receipt by the Employee of the Termination Notice, to terminate his employment for remedy any cause (except Executive's death) specifying act or omission of the Employee which constitutes the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such causeCause hereunder. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's the Employee’s employment with Employer for Causepursuant to this Section 5(c), then Employer the Company shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year Employee, in lieu of Employerall other amounts and in settlement and complete release of all claims the Employee may have against the Company, or have any further obligations an amount equal to Executivetwo (2) weeks Base Salary.

Termination for Cause. This Agreement may be terminated for cause as hereinafter defined. "CAUSE" shall mean: at any time in accordance with the following provisions: (a) by written notice from Hoth to Voltron in the event of (i) Executive's deatha breach of any material term of this Agreement by Voltron that is not cured within ninety (90) calendar days after receipt by Voltron of written notice from Hoth specifying the nature of and basis for the asserted breach; provided, that if such breach cannot reasonably be cured within ninety (90) days, such breach shall be deemed cured if Voltron commences to cure such breach within such 90-day period and diligently thereafter pursues such cure, or (ii) Executive's "PERMANENT DISABILITY," the commencement by or against Voltron of any bankruptcy, insolvency or reorganization proceeding which shall mean Executive's inability, as a result has not been dismissed within ninety (90) days after commencement; or (b) by written notice from Voltron to Hoth the event of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iiii) a material violation by Executive breach of any applicable material law or regulation respecting term of this Agreement by Hoth that is not cured within ninety (90) calendar days after receipt by Hoth of written notice from the business Company specifying the nature of Employer or and basis for the Bankasserted breach; provided, that if such breach cannot reasonably be cured within ninety (iv90) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bankdays, such breach shall be deemed cured if Hoth commences to cure such breach within such 90-day period and diligently thereafter pursues such cure, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (vii) the willful commencement by or negligent failure against Hoth of Executive to perform his duties hereunder in any material respect; bankruptcy, insolvency or reorganization proceeding which has not been dismissed within ninety (vi90) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such causedays after commencement. In the event that Hoth fails to purchase the Membership Interests as provided in the MIPA, Voltron may immediately terminate this Agreement on written notice to Hoth and this Agreement shall be terminated and of a dispute regarding Executive's Permanent Disability, each of Executive no further force and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executiveeffect.

Termination for Cause. This The Employer may at any time during the Employment Period and any Renewals thereof, by notice, terminate this Agreement may be terminated and discharge the Employee for cause as hereinafter defined. "CAUSE" shall mean: (i) Executivecause, whereupon the Employer's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilityobligation to pay any compensation, 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 Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bankseverance allowance, or which disqualifies Executive from serving as an officer other amounts payable hereunder to or director for the benefit of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect Employee shall terminate on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such terminationdischarge, and Employer shall not be obligated to pay any performance bonus with respect notwithstanding anything herein contained to the then current fiscal year contrary. As used herein, the term "for cause" shall be deemed to mean and include chronic substance abuse; misappropriation of any money or other assets or properties of the Employer or its subsidiaries; willful violation of specific and lawful written directions from his superiors or from the Board of Directors of the Employer; willful failure or refusal to perform the services required of Employee under this Agreement; other breaches of the covenants contained herein; willful disclosure of trade secrets or other confidential information resulting in substantial detriment to the Employer as documented by the Employer under oath or affirmation; conviction in a court of competent jurisdiction of any crime involving the funds or assets of the Employer including, but not limited to, embezzlement and larceny; any civil or criminal conduct or personal misbehavior including sexual harassment which is detrimental to the image, reputation, welfare or security of the Employer where such misconduct or misbehavior and judgment have been documented by the Employer under oath or affirmation; and any other acts or omissions that constitute grounds for cause under the laws of the states of Georgia, Delaware, California, Massachusetts or Illinois, or such other states or locations wherein the Employer may have any further obligations to Executiveoperations.

Termination for Cause. This Agreement The Company may be terminated for cause as hereinafter defined. "CAUSE" shall mean: (i) at any time terminate the Executive's death; (ii) employment hereunder for cause. For purposes of this Agreement and subject to the Executive's opportunity to cure to the extent provided in Section 4.c. hereof, the Company shall have "PERMANENT DISABILITY,cause" which shall mean to terminate the Executive's inability, as employment hereunder if such termination shall be the result of: (1) Fraud in connection with the Executive's performance hereunder; (2) Dishonesty in connection with the Executive's performance hereunder except to the extent the Executive proves such dishonesty was both unintentional and covered only a result of physical or mental incapacity, substantially matter which was de minimis; (3) The failure by the Executive to perform his material duties hereunder for a period of six (6) consecutive months; (iii) a or any other material violation breach by Executive of any applicable this Agreement; (4) The failure by the Executive to follow, in a material law manner, the lawful directions of or regulation respecting policies established by the business Board of Employer Directors or the Bank; Chief Executive Officer of the Company unless the tasks are of the type which could not reasonably be required of Executive pursuant to this Agreement; (iv5) Executive being found guilty The conviction for, or plea of nolo contendere to, a charge of commission of a felony or an act of dishonesty in connection with the crime involving moral turpitude; (6) The Executive's performance of his duties as an officer any services under this Agreement while under the influence of Employer or the Bankdrugs, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), alcohol or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such terminationcontrolled substance except, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to controlled substances only, to the then current fiscal year extent Executive proves (a) taking any controlled substance was prescribed by a medical doctor to treat a medical problem, (b) such controlled substance was used only in accordance with said doctor's instructions, and (c) taking such controlled substance does not and did not adversely affect Executive's job performance during more than a de minimis period of Employertime; or (7) The Executive acting in a manner, which damages or have could reasonably be expected to damage the business or reputation of the Company. The parties agree that each of the foregoing breaches, events, crimes, behaviors, acts, inactions or occurrences constitutes independent grounds for "cause" and the failure of any further obligations breach, event, crime, behavior, act, inaction or occurrence to Executiveconstitute "cause" under any paragraph of this Section 4.a. shall not prevent that same breach, event, crime, behavior, act, inaction or occurrence from constituting "cause" under a different paragraph of this Section 4.a.

Termination for Cause. This Agreement The Company may be terminated terminate the Executive’s employment for cause as hereinafter definedCause. "CAUSE" shall meanFor purposes of this Agreement, “Cause” means the Executive: (i) Executive's deathwillfully, substantially, and continually fails to perform the duties for which he is employed by the Company; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result willfully fails to comply with the legal instructions of physical the Board or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive monthsthe CEO; (iii) a material violation by Executive of any applicable material law willfully engages in conduct which is or regulation respecting would reasonably be expected to be materially and demonstrably injurious to the business of Employer or the BankCompany; (iv) Executive being found guilty of a felony or willfully engages in an act or acts of dishonesty resulting in connection with material personal gain to the performance Executive at the expense of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the BankCompany; (v) the willful is indicted for, or negligent failure enters a plea of Executive to perform his duties hereunder in any material respectnolo contendere to, a felony; (vi) Executive engages in one an act or more unsafe or unsound banking practices that have acts of gross malfeasance in connection with his employment hereunder; (vii) commits a material breach of Sections 12, 13 or 14 of this Agreement; (viii) commits a material breach of any policies and procedures contemplated by the Company’s Code of Conduct or similar policy; or (ix) exhibits demonstrable evidence of alcohol or drug abuse having a substantial adverse effect on his job performance hereunder. The Company shall exercise its right to terminate the Bank; Executive’s employment for Cause by giving him written notice of termination on or (vii) before the date of such termination specifying in reasonable detail the circumstances constituting such Cause, and providing Executive is removed or suspended from banking pursuant to Section 8(e) with a period of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity days in which to cure any the conduct or act, constituting Cause if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence conduct is capable of such causebeing cured. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a such termination of the Executive's ’s employment with Employer for Cause, then Employer the Executive shall only be required entitled to pay Executive receive (A) his Base Compensation base salary pursuant to Section 3(a) and any other compensation and benefits to the extent actually earned pursuant to this Agreement or under any benefit plan or program of the Company as shall have accrued through of the effective date of such terminationtermination at the normal time for payment of such salary, compensation or benefits and Employer shall not be obligated to pay (B) any performance bonus with respect to amounts owed under the then current fiscal year reimbursement policy of Employer, or have any further obligations to ExecutiveSection 5.

Termination for Cause. This Notwithstanding anything contained in this Agreement may be terminated to the contrary, the Company shall have the right to terminate the employment of Executive upon the occurrence of any of the following events (which events shall constitute “Cause” for cause as hereinafter defined. "CAUSE" termination): (a) Executive shall mean: (i) commit any breach or violation of any of Executive's death; (ii) Executive's "PERMANENT DISABILITY," ’s representations or covenants under this Agreement, which shall mean Executive's inability, as a result of physical or mental incapacity, substantially to perform his duties hereunder breach continues for a period of six ten (610) consecutive months; days following notice thereof from the Company (iiiexcept in the event of a breach of any provision of Article III, which shall require no notice to Executive prior to termination); (b) a material violation Executive shall willfully and continually fail to substantially perform Executive’s duties with the Company (other than due to incapacity resulting from physical or mental illness) which failure has continued for at least 30 days following receipt by Executive of any applicable material law or regulation respecting written notice specifying the business of Employer or the Bank; failure to substantially perform; (ivc) Executive being found guilty shall willfully engage in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, which injurious conduct has continued for at least 30 days following Executive’s receipt of a felony or an act of dishonesty written notice specifying the injurious conduct and offering Executive the opportunity to explain the conduct to the Board; (d) Executive shall, in connection with the performance of his Executive’s duties as an officer of Employer or the Bankunder this Agreement, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder engage in any material respect; act of misconduct, including misconduct involving moral turpitude, which is injurious to the Company; (vie) Executive engages shall violate or willfully refuse to obey the lawful and reasonable instructions of the President and/or Board of the Company, provided that such instructions are not in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or violation of this Agreement; (viif) Executive is removed or suspended from banking pursuant to Section 8(e) of shall become disabled during the Federal Deposit Insurance Act, as amended Term (the "FDIA"), or any other applicable state or federal law. Executive shall be deemed to be disabled if Executive is eligible to receive disability benefits under any long-term disability plan the Company may then have in effect, or, if no such plan is then in effect, Executive shall be deemed to be disabled if Executive is unable to perform the material functions of his position with the Company, with or without reasonable accommodation, by reason of a physical or mental infirmity, for a period of ninety (90) consecutive days within any 180-day period); (g) Executive shall die during the Term of this Agreement. 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. If the employment of Executive is terminated pursuant to this Section 4.1, such termination shall be effective upon the delivery of notice thereof to Executive, except in the event of the death of Executive, in which case termination shall be effective immediately upon death, and termination pursuant to subsection 4.1(a), (b) or (c) under circumstances in which Executive is entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause breach (except Executive's deathor failure) specifying the grounds for such termination, a reasonable and an opportunity to cure, in which case termination shall be effective immediately after the notice period if Executive fails to cure any conduct the breach or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present failure to the Executive Committee his position regarding any dispute relating to reasonable satisfaction of the existence of such causeCompany. In the event of a dispute regarding Executive's Permanent Disabilitytermination for “Cause”, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated entitled to pay any performance bonus with respect to the then current fiscal year of Employer, severance payments or have any further obligations to Executiveother payments under this Agreement.

Termination for Cause. This MSF may terminate this Agreement may be terminated for Cause, immediately, and without prior written notice or further liability on the part of MSF. The following shall constitute “Cause” for such termination: (a) the existence of any unsafe condition at a RERP Site that MSF in good faith attributes to the actions or inactions of the RiderCoach / RiderCoach Trainer; (b) the conviction of the RiderCoach / RiderCoach Trainer for a crime involving moral turpitude, deceipt, dishonesty or fraud; (c) any action or inaction by the RiderCoach / RiderCoach Trainer that has caused or is reasonably likely to cause as hereinafter defined. "CAUSE" shall mean: harm to MSF or any Affilliate of MSF; (d) the RiderCoach / RiderCoach Trainer’s gross negligence or willful misconduct with respect to MSF or any Affilliate of MSF; (e) the RiderCoach / RiderCoach Trainer’s willful and continued failure to substantially perform (other than by reason of a disability) the RiderCoach / RiderCoach Trainer’s duties and responsibilities in connection with MSF RiderCourses and/or this Agreement; (f) any substantial breach of the Rules of Professional Conduct, which are incorporated into this Agreement; (g) any intentional act by the RiderCoach / RiderCoach Trainer involving dishonesty, deceit, fraud, moral turpitude, misconduct, breach of trust, or acts intentionally against the financial or business interests of MSF; (h) the RiderCoach / RiderCoach Trainer’s use of illegal drugs, alcohol, cannabis, or opioids, or possession of illegal drugs at the RERP Site; (i) Executive's deaththe RiderCoach / RiderCoach Trainer’s failure to fully cooperate with quality assurance activities or training-related investigations and/or legal matters as requested by MSF; and/or (iij) Executive's "PERMANENT DISABILITY," which shall mean 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 the material violation breach by Executive the RiderCoach / RiderCoach Trainer of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) provision of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to ExecutiveAgreement.

Termination for Cause. This CECO may terminate this Agreement may at any time for Cause, in which case Employee shall be terminated for cause as hereinafter definedentitled to receive Base Salary accrued through the date of such termination. Any of the following shall constitute "CAUSE" shall mean: Cause": (i) Executive's death; any material breach by Employee of any of the terms of this Agreement where such breach is not cured within thirty (30) days after written notice of such breach is delivered to Employee; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilityany breach by Employee of any of the terms of his non-competition agreement set forth in Section 9 with CECO or the Employee Innovations and Proprietary Rights Assignment Agreement between Employee and CECO; (iii) intoxication with alcohol or drugs while on the premises of CECO or any of the Companies or any customer or potential customer to the extent that in the reasonable judgment of management, as a result of physical Employee is abusive or mental incapacity, substantially his ability to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by Executive of any applicable material law or regulation respecting the business of Employer or the Bank; and responsibilities under this Agreement is impaired; (iv) Executive being found guilty conviction of a felony or an act any misdemeanor involving dishonesty, theft, the failure to tell the truth, other unethical behavior, racial prejudice, drugs, alcohol, sexual misconduct or any other crime likely to result in public disparagement with respect to any of dishonesty the Companies; (v) intentional misappropriation of property belonging to CECO or any of the Companies; (vi) illegal business practices in connection with the performance any of his duties as an officer of Employer CECO or the Bank, or Companies' businesses which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that could have a material adverse effect on CEC's, CECO's, CECO's or any of the Bank; Companies' or their business or financial position or reputation; (vii) Executive excessive absence of Employee from his employment during usual business hours for reasons other than vacation, disability or sickness after written notice thereof is removed or suspended from banking pursuant delivered to Section 8(eEmployee describing the nature of such excess absences and affording Employee one more opportunity to avoid excess absences; or (viii) failure of Employee to obey directions of the Federal Deposit Insurance ActBoard of Directors of CECO or chief executive officer of CECO, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior provided that Employee has been given written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executivedirections.

Termination for Cause. This The Company shall have the right to terminate Executive's employment at any time for Cause by giving Executive written notice of the effective date of termination (which effective date may, except as otherwise provided below, be the date of such notice). If the Company terminates Executive's employment for Cause, Executive shall be paid his unpaid Base Salary through the date of termination and the amount of any unpaid Bonus to which Executive had become entitled under the Bonus Plan prior to the effective date of such termination and the Company shall have no further obli- gation hereunder from and after the effective date of termination and the Company shall have all other rights and remedies available under this or any other agreement and at law or in equity. For purposes of this Agreement may be terminated for cause as hereinafter defined. "CAUSE" only, Cause shall mean: (: i) fraud, misappropriation, embezzlement, or other act of material misconduct against the Company or any of its affiliates; ii) substantial and willful failure to perform specific and lawful directives of the Board or any Supervising Officer, as reasonably deter- mined by the Board; iii) willful and knowing violation of any rules or regulations of any governmental or regulatory body, which is materially injurious to the financial condition of the Company; iv) conviction of or plea of guilty or nolo contendere to a felony; v) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result loss of physical any personal gaming or mental incapacity, substantially related regulatory approval or license required to perform his duties hereunder for a period of six (6) consecutive monthsunder this Agreement; (iiior vi) a material violation final determination by a court of competent jurisdiction that Executive breached the Standstill Agreement of any applicable material law or regulation respecting even date herewith by and among Circus Circus Enterprises, Inc., a Nevada corporation, Michael S. Ensign, William R. Richardson, Da▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇eter ▇. ▇▇▇▇▇ ▇▇, ▇▇▇ ▇le▇▇ ▇. ▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇o subp▇▇▇▇▇▇▇▇ ▇▇) ▇▇▇▇▇, Executive may not be terminated for Cause unless and until the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior Board has given him reasonable written notice of Employer's intention its intended actions and specifically de- scribing the alleged events, activities or omissions giving rise thereto and with respect to terminate his employment those events, activities or omissions for any cause (except Executive's death) specifying the grounds for such terminationwhich a cure is possible, a reasonable opportunity to cure such breach; and provided, further, that for purposes of determining whether any conduct such Cause is present, no act or act, failure to act by Executive shall be considered "willful" if curable, alleged as grounds for done or omitted to be done by Executive in good faith and in the reasonable belief that such termination, and a reasonable opportunity to present to act or omission was in the Executive Committee his position regarding any dispute relating to best interest of the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be Company and/or required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executiveby applicable law.

Termination for Cause. This Agreement may be terminated RIVERSIDE may, by written notice to Seller, terminate this Order, in whole or in part, for cause as hereinafter defined. "CAUSE" shall meandefault if: (ia) Executive's deathSeller fails to perform in accordance with any requirement of this Order or fails to make sufficient progress thereby endangering the timely performance of this Order; (iib) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilitySeller ceases to conduct business in the normal course, as is declared insolvent, undergoes any procedure for the suspension of payment, makes a result general assignment for the benefit of physical creditors or mental incapacitya petition for bankruptcy, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation reorganization, dissolution or liquidation is filed by Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bankagainst it; or (viic) Executive any receiver, trustee or custodian is removed appointed to take possession of all or suspended from banking pursuant to Section 8(e) a substantial part of the Federal Deposit Insurance Act, as amended (the "FDIA"), Seller’s assets or any other applicable state committee of Seller’s creditors is formed for the purposes of monitoring or federal lawinvestigating the financial affairs of Seller or enforcing such creditors’ rights. Executive Any such termination shall be entitled at no cost to at least thirty (30) days' RIVERSIDE except for completed Products delivered and accepted by RIVERSIDE prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity Seller shall repay to present RIVERSIDE any payments made in excess thereof. The termination of any part of this Order pursuant to the Executive Committee his position regarding this Section 17 shall not affect either party’s obligations as to any dispute relating to the existence of such causenon-terminated parts. In the event of a dispute regarding Executive's Permanent Disabilitytermination pursuant to this Section 17, each of Executive RIVERSIDE may procure or otherwise obtain, upon such terms and Employer in such manner as RIVERSIDE may deem appropriate, goods and services similar to Products not provided to RIVERSIDE hereunder, and Seller shall choose a physician who together will choose a third physician be liable to make a final determination thereofRIVERSIDE for any damages arising therefrom, including attorneys’ fees and excess costs incurred by RIVERSIDE. Upon a The obligations hereunder which by their terms might apply after the completion or termination of Executive's employment with Employer for Causethis Order (including Sections 8, then Employer 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 23 and 25) shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of survive such completion or termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executive.

Termination for Cause. This Agreement may be terminated Termination for cause as hereinafter defined. "CAUSE" shall mean: (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which “Cause” shall mean termination because of Executive's inability, as a result of physical ’s (a) willful misconduct or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty habitual neglect in connection with the performance of his duties as an officer under this Agreement, (b) conviction for any felony involving fraud, dishonesty or moral turpitude, (c) material breach of Employer or any material provision of this Agreement that remains uncured ten (10) days following receipt by Executive from Company of written notice thereof, unless such breach is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such breach within such ten (10) day period and shall have cured such breach no later than the Bankthirtieth (30th) day following receipt by Executive of such written notice, (d) material violation of Company’s policies, the violation of which by other management employees would be grounds for termination of such other management employees, and that remains uncured ten (10) days following receipt by Executive from Company of written notice thereof, unless such violation is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such violation within such ten (10) day period and shall have cured such violation no later than the thirtieth (30th) day following receipt by Executive of such written notice, (e) Executive’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any felony which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive would materially and adversely interfere with Executive’s ability to perform his duties hereunder in any material respect; services under this Agreement, (vif) Executive engages in one Executive’s perpetration of an intentional and knowing fraud against or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA")affecting Company, or any other applicable state customer, agent, or federal lawemployee thereof, or (g) material dishonesty, moral turpitude, fraud or misrepresentation with respect to his material duties under this Agreement. For purposes hereof, no act or failure to act on Executive’s part shall be “willful” unless done or omitted not in good faith and without actual belief that the action or omission was in the best interest of Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a notice of termination which shall include a statement to the effect that Executive was guilty of conduct justifying termination for Cause and specifying the particulars thereof in detail. Executive shall be entitled not have the right to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment receive compensation or other benefits for any cause (except Executive's death) specifying period after termination for Cause which have not vested or been earned as of the grounds for such termination, a reasonable opportunity Termination Date. Executive shall have the right to cure any conduct receive compensation or act, if curable, alleged other benefits which have already vested or been earned as grounds for such termination, and a reasonable opportunity to present to of the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer Termination Date for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date unless payment of such terminationcompensation or benefits is expressly prohibited by the terms of any plan, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, program or have any further obligations to Executiveagreement governing such compensation or benefits.

Termination for Cause. This Agreement The Employer may be terminated terminate the Executive’s employment at any time for cause as hereinafter definedCause, after providing Executive with at least 30 days’ notice of such proposed termination and 15 days to remedy the alleged defect. "CAUSE" shall mean: (i) In this Agreement, “Cause” means the wilful and continued failure by the Executive to substantially perform, or otherwise properly carry out, the Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result ’s duties on behalf of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony RBA Pubco or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bankaffiliate, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder follow, in any material respect; (vi) Executive engages in one , the lawful policies, procedures, instructions or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) directions of the Federal Deposit Insurance ActEmployer or any applicable affiliate (other than any such failure resulting from the Executive's disability or incapacity due to physical or mental illness), as amended (or the "FDIA")Executive wilfully or intentionally engaging in illegal or fraudulent conduct, financial impropriety, intentional dishonesty, breach of duly 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 on affiliate, or any other applicable state act or federal omission constituting cause for termination of employment without notice or pay in lieu of notice at common law. For the purposes of this definition, no act, or failure to act, on the part of an Executive shall be entitled considered “wilful” unless done, or omitted to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such terminationbe done, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to by the Executive Committee his position regarding any dispute relating to in bad faith and without reasonable belief that the existence Executive’s action or omissions were in, or not opposed to, the best interests of such causethe Employer and its affiliates. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then all unvested stock options granted to the Executive pursuant to the terms of the Option Plan will immediately be void on the date the Employer shall only be required to pay notifies the Executive his Base Compensation as shall have accrued through the effective date of such termination. The Executive will have 30 days from the date of termination to exercise any options which have vested prior to the date of termination, subject to the terms and Employer shall not be obligated to pay any performance bonus conditions of the Option Plan and the applicable individual option agreements. In the event of termination for Cause, the rights of the Executive with respect to any PSUs and RSUs held by the then current fiscal year of EmployerExecutive will be governed pursuant to the PSU Plan and RSU Plan, or have any further obligations to Executiverespectively.

Termination for Cause. This CECO may terminate this Agreement may at any time for Cause, in which case Employee shall be terminated for cause as hereinafter definedentitled to receive Base Salary accrued through the date of such termination. "CAUSE" Any of the following shall mean: constitute “Cause”: (i) Executive's death; any material breach by Employee of any of the terms of this Agreement where such breach is not cured within thirty (30) days after written notice of such breach is delivered to Employee; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilityany breach by Employee of any of the terms of his non-competition agreement set forth in Section 9 with CECO or the Employee Innovations and Proprietary Rights Assignment Agreement between Employee and CECO; (iii) intoxication with alcohol or drugs while on the premises of CECO or any of the Companies or any customer or potential customer to the extent that in the reasonable judgment of management, as a result of physical Employee is abusive or mental incapacity, substantially his ability to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by Executive of any applicable material law or regulation respecting the business of Employer or the Bank; and responsibilities under this Agreement is impaired; (iv) Executive being found guilty conviction of a felony or an act any misdemeanor involving dishonesty, theft, the failure to tell the truth, other unethical behavior, racial prejudice, drugs, alcohol, sexual misconduct or any other crime likely to result in public disparagement with respect to any of dishonesty the Companies; (v) intentional misappropriation of property belonging to CECO or any of the Companies; (vi) illegal business practices in connection with the performance any of his duties as an officer of Employer CECO or the Bank, or Companies’ businesses which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that could have a material adverse effect on CEC’s, CECO’s, CECO’s or any of the Bank; Companies’ or their business or financial position or reputation; (vii) Executive excessive absence of Employee from his employment during usual business hours for reasons other than vacation, disability or sickness after written notice thereof is removed or suspended from banking pursuant delivered to Section 8(eEmployee describing the nature of such excess absences and affording Employee one more opportunity to avoid excess absences; or (viii) failure of Employee to obey directions of the Federal Deposit Insurance ActBoard of Directors of CECO or chief executive officer of CECO, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior provided that Employee has been given written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executivedirections.

Termination for Cause. This Notwithstanding anything contained in this Agreement may be terminated to the contrary, the Company shall have the right to terminate the employment of the Executive upon the occurrence of any of the following events (which events shall constitute “Cause” for cause as hereinafter defined. "CAUSE" termination): (a) The Executive shall mean: (i) commit any breach or violation of any of Executive's death; (ii) Executive's "PERMANENT DISABILITY," ’s representations or covenants under this Agreement, which shall mean Executive's inability, as a result of physical or mental incapacity, substantially to perform his duties hereunder breach continues for a period of six ten (610) consecutive months; days following notice thereof from the Company (iiiexcept in the event of a breach of any provision of Article III Sections 3.2, 3.3, 3.4, and 3.5 of this Agreement, which shall require no notice to Executive prior to termination); (b) a material violation The Executive shall willfully and continually fail to substantially perform Executive’s duties with the Company (other than due to incapacity resulting from physical or mental illness) which failure has continued for at least 30 days following receipt by Executive of any applicable material law written notice specifying the failure to substantially perform; (c) The Executive shall willfully engage in conduct that is demonstrably and materially injurious to the Company, monetarily or regulation respecting the business of Employer or the Bank; otherwise. (ivd) The Executive being found guilty of a felony or an act of dishonesty shall, in connection with the performance of his the Executive’s duties as an officer under this Agreement, engage in any act of Employer misconduct, including misconduct involving moral turpitude, which is injurious to the Company; (e) The Executive shall violate or willfully refuse to obey the lawful and reasonable instructions of the Board of the Company or the BankPresident and Chief Executive Officer, or which disqualifies provided that such instructions are not in violation of this Agreement; (f) The Executive from serving as an officer or director of Employer or shall become disabled during the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended Term (the "FDIA"), or any other applicable state or federal law. Executive shall be deemed to be disabled if the Executive is eligible to receive disability benefits under any long-term disability plan the Company may then have in effect, or, if no such plan is then in effect, the Executive shall be deemed to be disabled if Executive is unable to perform the material functions of his position with the Company, with or without reasonable accommodation, by reason of a physical or mental infirmity, for a period of ninety (90) consecutive days within any 180-day period). (g) The Executive shall die during the Term of this Agreement. 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. If the employment of the Executive is terminated pursuant to this Section 4.1, such termination shall be effective upon the delivery of notice thereof to the Executive, except in the event of the death of Executive, in which case termination shall be effective immediately upon death, and termination pursuant to subsection 4.1(a) and (b) under circumstances in which Executive is entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause breach (except Executive's deathor failure) specifying the grounds for such termination, a reasonable and an opportunity to cure, in which case termination shall be effective immediately after the notice period if Executive fails to cure any conduct the breach or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present failure to the Executive Committee his position regarding any dispute relating to reasonable satisfaction of the existence of such causeCompany. In the event of a dispute regarding Executive's Permanent Disabilitytermination for “Cause”, each of the Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated entitled to pay any performance bonus with respect to the then current fiscal year of Employer, severance payments or have any further obligations to Executiveother payments under this Agreement.

Termination for Cause. This It is agreed and understood that the Company cannot terminate the employment of the Employee under this Agreement may be terminated except for cause as hereinafter defined. "CAUSE" Cause, which shall mean: : (ia) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result of physical Should Employee for reasons other than illness or mental incapacity, substantially to perform injury absent himself from his duties hereunder without the consent of the Company (which consent shall not be unreasonably withheld) for a period of six more than twenty (620) consecutive months; business days; (iiib) a material violation by Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty Should Employee be convicted of a felony involving moral turpitude; (c) Should Employee during the period of his employment by the Company engage in any activity that would in the opinion of the Board constitute a material conflict of interest with the Company's oil and gas activities in the Gulf of Mexico; provided that termination for Cause based on this subparagraph (c) shall not be effective unless the Employee shall have received written notice from the Board of such activity (which notice shall also include a demand for the Employee to cease the activity giving rise to the conflict of interest) thirty (30) days prior to his termination and the Employee has failed after receipt of such notice to cease or an act commence efforts to cease all activities creating the conflict of dishonesty interest; or (d) Should Employee be grossly negligent in connection with the performance of his duties as an officer of Employer or the Bankhereunder, or which disqualifies Executive from serving as an officer or director materially in breach of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respectand obligations under this Agreement; provided that termination for Cause based on this subparagraph (vid) Executive engages in one or more unsafe or unsound banking practices that shall not be effective unless the Employee shall have received written notice from the Board (which notice shall include a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) description of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled reasons and circumstances giving rise to at least such notice) thirty (30) days' days prior written to his termination and the Employee has failed after receipt of such notice to satisfactorily discharge the performance of Employerhis duties hereunder or to comply with the terms of this Agreement, as the case may be. The Company may terminate Employee's intention to terminate his employment for any cause Cause under this Agreement without advance notice, except as otherwise specifically provided for in subparagraphs (except Executive's deathc) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause(d) above. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer Termination shall not be obligated to pay affect any performance bonus with respect to of the then current fiscal year of Employer, or have any further obligations to ExecutiveCompany's other rights and remedies.

Termination for Cause. This (a) Advisor may terminate this Agreement may be terminated for cause as hereinafter defined. "CAUSE" upon written notice of termination to Subadvisor if any of the following events (each a “Subadvisor Default”) shall mean: occur in relation to Subadvisor or MGM: (i1) Executive's death; the commission of an act of theft or embezzlement of money or property by MGM against Advisor, the REIT, and/or their respective Affiliates, or other act of fraud, gross negligence or willful misconduct by MGM resulting in injury to the property, operations or reputation of Advisor, the REIT, and/or their respective Affiliates; (ii2) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilitya voluntary termination of this Agreement by Subadvisor prior to the expiration of the Term, other than as a result of physical an Advisor Default; (3) a continuing material breach or mental incapacitydefault by Subadvisor shall occur with respect to any term or provision of this Agreement or any representation or warranty, substantially to perform his duties hereunder which default or breach shall continue for a period of six thirty (30) days after written notice thereof, provided that if, within the thirty (30) day-period following receipt of the written notice thereof, Subadvisor in good faith commences to perform such obligation and cure such breach or default and thereafter prosecutes to completion with diligence the curing thereof and cures such breach or default within a reasonable time but in no event later than ninety (90) days following receipt of such written notice, then such breach or default shall not be deemed to be a Subadvisor Default. (4) a Change of Control of Subadvisor other than as a result of the death or disability of MGM; (5) the conviction or indictment, or plea of guilty or “no contest” to, a felony which results in injury to the property, operations or reputation of Advisor, the REIT, and/or their respective Affiliates; and (6) consecutive months; a Bankruptcy Proceeding. (b) Subadvisor shall provide prompt written notice to Advisor of the occurrence of any Subadvisor Default. (c) Subadvisor may terminate this Agreement effective upon written notice of termination to Advisor if any of the following events (each an “Advisor Default”) shall occur in relation to Advisor: (i) A failure by Advisor to pay any amount due to Subadvisor hereunder within 10 business days after receipt by Advisor of written notice from Subadvisor that such payment is past due; (ii) a continuing material breach or default by Advisor shall occur, with respect to any term or provision of this Agreement or any representation or warranty, which default or breach shall continue for a period of thirty (30) days after written notice thereof, provided that if, within the thirty (30) day-period following receipt of the written notice thereof, Advisor, in good faith commences to perform such obligation and cure such breach or default and thereafter prosecutes to completion with diligence the curing thereof and cures such breach or default within a reasonable time but in no event later than ninety (90) days following receipt of such written notice, then such breach or default shall not be deemed to be an Advisor Default; (iii) a material violation voluntary termination of the Advisory Agreement by Executive of any applicable material law Advisor without cause or regulation respecting the business of Employer or the Bank; good reason; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; Bankruptcy Proceeding involving Advisor; (v) any amendment or modification to the willful or negligent failure of Executive Advisory Agreement having a disproportionately adverse effect on Subadvisor as compared to perform his duties hereunder in any material respect; the effect on Advisor; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on voluntary termination of the BankAgreement by Advisor prior to the expiration of the Term, other than as a result of a Subadvisor Default; or or (vii) Executive is removed or suspended from banking pursuant a Change of Control of Advisor. (d) Advisor shall provide prompt written notice to Section 8(e) Subadvisor of the Federal Deposit Insurance Act, as amended (the "FDIA"), or occurrence of any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to ExecutiveAdvisor Default.

Termination for Cause. This Agreement Employer may terminate Employee’s employment immediately for “cause” by written notice to Employee. For purposes of this Agreement, a termination shall be terminated for cause as hereinafter defined. "CAUSE" shall mean: “cause” if the termination results from any of the following events: (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean 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 Executive Employee’s willful breach of any applicable material law or regulation respecting the business provision of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bankthis Agreement, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive breach Employee shall have failed to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least cure within thirty (30) days' prior days following Employer’s written notice of Employer's intention to terminate his employment for any cause (except Executive's death) Employee specifying the grounds for such termination, a reasonable opportunity to cure any conduct nature of the breach; (ii) Any documented misconduct by Employee as an executive or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year director of Employer, or have any further subsidiary or affiliate of Employer for which Employee is performing services hereunder, which is material and adverse to the interests, monetary or otherwise, of Employer or any subsidiary or affiliate of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within thirty (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 Executivefollow 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) A willful violation of a material rule or regulation of the Office of the Comptroller of the Currency or of any other regulatory agency 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. This Agreement may be terminated Termination for cause as hereinafter defined. "CAUSE" shall mean: (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which “Cause” shall mean termination because of Executive's inability, as a result of physical ’s (a) willful misconduct or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty habitual neglect in connection with the performance of his duties as an officer of Employer or the Bankunder this Agreement, (b) Executive’s conviction by, or which disqualifies Executive from serving as an officer entry of a plea of guilty or director nolo contendere in, a court of Employer or the Bank; competent and final jurisdiction for any felony, (vc) the willful or negligent failure material breach of Executive to perform his duties hereunder in any material respect; provision of this Agreement that remains uncured ten (vi10) days following written notice thereof from the Company to Executive engages , unless such breach is of a kind not susceptible to cure within such ten (10) day period, in one which case Executive shall have used his commercially reasonable effort to commence cure of such breach within such ten (10) day period and shall have cured such breach no later than the thirtieth (30th) day following such written notice by the Company, (d) material violation of Company’s policies, the violation of which by other management employees would be grounds for termination of such other management employees, and that remains uncured ten (10) days following written notice thereof from the Company, unless such violation is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such violation within such ten (10) day period and shall have cured such violation no later than the thirtieth (30th) day following such written notice from the Company, (e) Executive’s perpetration of an intentional and knowing fraud against or more unsafe or unsound banking practices that have a material adverse effect on affecting the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA")Company, or any other applicable state customer, agent, or federal lawemployee thereof, or (f) material dishonesty, moral turpitude, fraud or misrepresentation with respect to his material duties under this Agreement. For purposes hereof, no act or failure to act on Executive’s part shall be “willful” unless done or omitted not in good faith and without actual belief that the action or omission was in the best interest of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a notice of termination which shall include a written statement to the effect that Executive was guilty of conduct justifying termination for Cause and specifying the particulars thereof in detail. Executive shall be entitled not have the right to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment receive compensation or other benefits for any cause (except Executive's death) specifying period after termination for Cause which have not vested or been earned as of the grounds for such termination, a reasonable opportunity Termination Date. Executive shall have the right to cure any conduct receive compensation or act, if curable, alleged other benefits which have already vested or been earned as grounds for such termination, and a reasonable opportunity to present to of the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer Termination Date for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date unless payment of such terminationcompensation or benefits is expressly prohibited by the terms of any plan, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, program or have any further obligations to Executiveagreement governing such compensation or benefits.

Termination for Cause. This Agreement may The Company shall have the right to terminate the Executive’s employment with the Company at any time without notice for Cause. “Cause” for termination shall be terminated for cause as hereinafter defined. "CAUSE" shall meandeemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: (i) Executive's deaththe Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilitythe Executive has committed theft, as a result forgery, fraud, misappropriation, embezzlement, or any other act of physical material misconduct against the Company or mental incapacity, substantially to perform his duties hereunder for a period any of six (6) consecutive monthsits affiliates; (iii) a material violation by the Executive of has violated any applicable material law or regulation respecting fiduciary duty owed to the business of Employer or the BankCompany; (iv) the Executive being found is convicted of, or enters a guilty plea or plea of no contest to a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bankany other crime involving moral turpitude; (v) the willful or negligent failure of Executive is unable to competently perform his duties hereunder in under this Agreement because of his substantial dependence on alcohol or any material respectcontrolled substance; (vi) the Executive engages has engaged in one any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or more unsafe business relationships of the Company or unsound banking practices that have that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material adverse effect on provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the BankExecutive of Sections 6.2 (i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viiviii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is removed or suspended from banking pursuant inadequate and has not cured, to Section 8(e) the satisfaction of the Federal Deposit Insurance ActBoard of Directors, as amended (the "FDIA")inadequate performance within such 30 days. In the event the Executive’s employment is terminated at any time for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, or any other applicable state such compensation or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice benefits, except for accrued but unpaid salary and accrued but unused vacation in accordance with the policy of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to ExecutiveCompany.

Termination for Cause. This CBS may, at its option, terminate your employment under this Agreement may be terminated forthwith for cause as hereinafter definedCause and thereafter shall have no further obligations under this Agreement, including, without limitation, any obligation to pay Salary or Bonus or provide benefits. "CAUSE" Cause shall mean: (i) Executive's deathdishonesty; (ii) Executive's "PERMANENT DISABILITY," embezzlement, fraud or other conduct which shall mean Executive's inability, as would constitute a result of physical felony or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive monthsmisdemeanor involving fraud or perjury; (iii) a material violation by Executive willful unauthorized disclosure of any applicable material law or regulation respecting the business of Employer or the BankConfidential Information; (iv) Executive being found guilty of your failure to obey a felony or material lawful directive that is appropriate to your position from an act of dishonesty executive(s) in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bankyour reporting line; (v) your failure to comply with the willful written policies of CBS, including the CBS Business Conduct Statement or negligent failure of Executive successor conduct statement as they apply from time to perform his duties hereunder in any material respecttime; (vi) Executive engages your material breach of this Agreement (including any representations herein); (vii) your failure (except in one the event of your Disability) or more unsafe refusal to substantially perform your material obligations under this Agreement; (viii) willful failure to cooperate with a bona fide internal investigation or unsound banking practices that have a investigation by regulatory or law enforcement authorities or the destruction or failure to preserve documents or other material adverse effect on reasonably likely to be relevant to such an investigation, or the Bankinducement of others to fail to cooperate or to destroy or fail to produce documents or other material; or (viiix) Executive conduct which is removed considered an offense involving moral turpitude under federal, state or suspended from banking local laws, or which might bring you to public disrepute, scandal or ridicule or reflect unfavorably upon any of CBS’s businesses or those who conduct business with CBS and its affiliated entities. CBS will give you written notice prior to terminating your employment pursuant to Section 8(e(iv), (v), (vi), (vii), (viii) or (ix) of the Federal Deposit Insurance Act, as amended (the "FDIA"this paragraph 8(a), setting forth the nature of any alleged failure, breach or any other applicable state refusal in reasonable detail and the conduct required to cure. Except for a failure, breach or federal law. Executive refusal which, by its nature, cannot reasonably be expected to be cured, you shall be entitled to at least thirty have ten (3010) days' prior written business days from the giving of such notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity within which to cure any conduct failure, breach or actrefusal under (iv), (v), (vi), (vii), (viii) or (ix) of this paragraph 8(a); provided, however, that, if curableCBS reasonably expects irreparable injury from a delay of ten (10) business days, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence CBS may give you notice of such cause. In shorter period within which to cure as is reasonable under the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executivecircumstances.

Termination for Cause. This Notwithstanding the preceding paragraph (a) of this Section 10, in the event that BNY Mellon or the Investment Advisor (as applicable, a “Defaulting Party”), shall fail in any material respect to perform its duties and obligations hereunder pursuant to the applicable standard of care set forth herein (including, in the case of BNY Mellon, through persistent non-material failures to perform its duties or obligations hereunder or the persistent failure to meet key performance indicators pursuant to Section 6 of this Agreement), the other party (the “Other Party”) shall have given written notice thereof to the Defaulting Party, and such material failure shall not have been remedied to the reasonable satisfaction of the Other Party within thirty (30) days after such written notice is received, then, as applicable, the Investment Advisor may terminate this Agreement by providing thirty (30) days written notice of such termination to BNY Mellon, or BNY Mellon may terminate this Agreement by providing one hundred twenty (120) days written notice of such termination to the Investment Advisor. In addition, notwithstanding the preceding sentence, this Agreement may be terminated for cause as hereinafter defined. "CAUSE" shall mean: by the Investment Advisor (i) Executive's death; immediately in the event of an appointment of a conservator or receiver for BNY Mellon or any parent of BNY Mellon by a regulatory agency or court of competent jurisdiction or, (ii) Executive's "PERMANENT DISABILITY," which shall mean 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 Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least providing thirty (30) days' prior days written notice of Employer's intention such termination to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In BNY Mellon in the event that BNY Mellon is indicted for a crime, commences any bankruptcy or insolvency proceeding or has such a proceeding initiated against it which is not dismissed within sixty (60) days, or suffers any other material adverse change in its condition, operations or professional reputation that is determined by the Investment Advisor in its reasonable discretion to threaten the continuing performance of a dispute regarding Executive's Permanent Disability, each services hereunder or the reputation of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereofthe Investment Advisor. Upon a termination of Executive's employment with Employer for Cause, then Employer the Agreement pursuant to this paragraph (b) the Investment Advisor shall only be required pay to pay Executive his Base Compensation BNY Mellon such compensation as shall have accrued through to the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executive.

Termination for Cause. This Studio shall have the right to terminate this Agreement may be terminated at any time for cause as hereinafter definedcause. "CAUSE" As used herein, the term “cause” shall mean: mean (i) Executive's deathmisappropriation of any material funds or property of Studio or any of its related companies; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result failure to obey reasonable and material orders given by the Chief Executive Officer of physical Studio or mental incapacity, substantially to perform his duties hereunder for a period by the board of six (6) consecutive monthsdirectors of Studio; (iii) a any material violation breach of this Agreement by Executive of any applicable material law or regulation respecting the business of Employer or the Bankyou; (iv) Executive being found conviction of or entry of a plea of guilty of or nolo contendre to a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Banka crime involving moral turpitude; (v) any willful act, or failure to act, by you in bad faith to the willful material detriment of Studio; or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages material non-compliance with established Studio policies and guidelines (after which you have been informed in one or more unsafe or unsound banking practices writing of such policies and guidelines and you have failed to cure such non-compliance); provided that have a material adverse effect on the Bank; in each such case (other than (i) or (viiiv) Executive is removed or suspended from banking pursuant to Section 8(ea willful failure in (ii) or repeated breaches, failures or acts of the Federal Deposit Insurance Act, as amended (the "FDIA"), same type or any other applicable state or federal law. Executive shall be entitled to at least thirty (30nature) days' prior prompt written notice of Employer's intention such cause is given to terminate his employment for any cause (except Executive's death) you by specifying in reasonable detail the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such terminationfacts giving rise thereto and that continuation thereof will result in termination of employment, and a reasonable opportunity to present to such cause is not cured within ten (10) business days after receipt by you of the Executive Committee his position regarding any dispute relating to the existence of first such causenotice. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for CauseIf you are terminated as set forth in this Paragraph 11, then Employer payment of the specified Base Salary and any additional noncontingent cash compensation (including, without limitation, any equity-based compensation which has vested and expense reimbursement for expenses incurred prior to your termination) theretofore earned by you shall only be required to pay Executive his Base Compensation as payment in full of all compensation payable hereunder. If Studio terminated you hereunder, then you shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executiveimmediately reimburse Studio for all paid but unearned sums.

Termination for Cause. This Company may terminate Executive for cause immediately, without notice, if Company reasonably concludes that Employee has committed fraud, theft, embezzlement, misappropriation of Company funds or other property, or any felony. Company may also terminate Executive for cause for any of the following: (a) Breach by Executive of any material provision of this Agreement; (b) Violation by Executive of any statutory or common law duty of loyalty to Company; or (c) A material violation by Executive of Company's employment policies; or (d) Commission of such acts of dishonesty, gross negligence, or willful misconduct as would prevent the effective performance of Executive’s duties or which result in material harm to Company or its business. Company may terminate this Agreement for cause by giving written notice of termination to Executive, provided, however, if Company declares Executive to be in default of this Agreement under subsection (a) above because Executive fails to substantially perform his material duties and responsibilities under this Agreement, Company shall deliver a written demand for substantial performance of such duties and responsibilities to Executive. Such demand must identify the manner in which the Board believes that Executive has not substantially performed his duties, and Executive shall have a period of 30 days to correct the deficient performance. With the exception of the covenants included in paragraph 3 above, upon termination for cause, the obligations of Executive and Company under this Agreement shall immediately cease. Such termination shall be without prejudice to any other remedy to which Company may be entitled either at law, in equity, or under this Agreement. If Executive’s employment is terminated for cause as hereinafter defined. "CAUSE" pursuant to this paragraph, Company shall mean: pay to Executive (i) Executive's death’s accrued but unpaid Annual Salary and the value of accrued but unused vacation pay through the effective date of the termination; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability’s accrued but unpaid Annual Bonus, as a result of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive monthsif any; and (iii) a material violation by Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive expenses incurred prior to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer . Executive shall not be obligated entitled to pay continue to participate in any performance bonus with respect employee benefit plans except to the then current fiscal year of Employerextent provided in such plans for terminated participants, or have any further obligations to Executiveas may be required by applicable law.

Termination for Cause. This Either party may terminate this Agreement may be terminated prior to its expiration for cause as hereinafter defined. "CAUSE" shall mean: (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean 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 Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' Days prior written notice to the non-terminating party as follows: (a) If SERVICERS or IPAYMENT become unable to perform its obligations under this Agreement or, specifically and without limiting the generality of Employer's intention the foregoing, SERVICERS or IPAYMENT becomes unable to perform its obligations hereunder because of any applicable law or regulation, or any judgment, order, decree, or agency requirement; (b) If VISA or MasterCard does not approve, or objects to, the transactions contemplated hereby or imposes costs or requires changes in connection with any activity or transaction contemplated hereby that reduce or otherwise adversely affect the financial benefits that either party is intended to derive from this Agreement. Termination under this Subsection, however, requires an additional thirty (30) days after notice to cure. This additional time will permit an opportunity to negotiate with VISA or MasterCard and for the parties to renegotiate as to the manner in which to proceed; or (c) This Agreement, the transactions contemplated hereby or SERVICERS' participation therein is deemed or criticized by the Office of the Comptroller of the Currency or other regulatory agency to be unlawful, unsafe, and unsound or otherwise inappropriate. Notwithstanding the foregoing, (i) SERVICERS and IPAYMENT reserve the right to immediately terminate his employment this Agreement upon written notice for any cause breach of confidentiality obligations or any infringement of SERVICERS' or IPAYMENT's Intellectual Property or misuse of SERVICERS' or IPAYMENT's Marks by the other party; and (except Executive's deathii) specifying SERVICERS reserve the grounds right to immediately terminate this Agreement upon written notice for any commission of any fraudulent or illegal activity of any Sub Independent Sales Organization wherein either (A) the fraudulent or illegal activity is material and IPAYMENT has not taken immediate action to cease such termination, a reasonable opportunity to cure activities upon any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employernotification, or have any further obligations to Executive(B) VISA and/or MasterCard require immediate termination.

Termination for Cause. This Agreement may The Corporation shall have no obligation to make payments of any kind to the Executive in accordance with the provisions of paragraph 3 or otherwise for periods after the Executive's employment with the Corporation is terminated on account of the Executive's discharge for cause. For purposes of this paragraph 5, the Executive shall be considered terminated for cause as hereinafter defined. "CAUSEcause" shall mean: if he is discharged by the Corporation on account of the occurrence of one or more of the following events: (i) Executive's death; the Executive becomes addicted to drugs or alcohol; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result the Executive discloses confidential information in violation of physical paragraph 4(a) or mental incapacity, substantially engages in competition in violation of paragraph 4(b) to perform his duties hereunder for a period the detriment of six (6) consecutive months; the Corporation and/or Thane; (iii) a material violation the Corporation is directed by regulatory or governmental authorities to terminate the employment of the Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one activities that cause actions to be taken by regulatory or more unsafe or unsound banking practices governmental authorities that have a material adverse effect on the Bank; or Corporation; (viiiv) the Executive is removed or suspended convicted of a felony crime (other than a felony resulting from banking pursuant a minor traffic violation); (v) the Executive flagrantly and repeatedly disregards his duties under this Employment Agreement after (A) written notice has been given to Section 8(ethe Executive by the Board that it views the Executive to be flagrantly disregarding his duties under this Agreement and (B) the Executive has been given a period of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written days after such notice of Employer's intention to terminate his employment for any cause (except cure such misconduct. However, no notice or cure period shall be required if Executive's deathdisregard of his duties has materially and adversely affected the Corporation and/or Thane; (vi) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present event of willful misconduct to the Executive Committee his position regarding any dispute relating extent that, in the reasonable judgment of the Board, the Executive's credibility and reputation no longer conform to the existence standard of such cause. In the event Corporation's and Thane's executives; or (vii) the Executive commits an act of fraud against the Corporation and/or Thane, violates a dispute regarding Executive's Permanent Disability, each duty of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect loyalty to the then current fiscal year of Employer, Corporation and/or Thane as defined under Florida law or have any further obligations to Executiveviolates paragraph 2.

Termination for Cause. This Agreement may Employer shall have no obligation to make payments to Executive in accordance with the provisions of Paragraph 4 or otherwise for periods after Executive’s employment with Employer is terminated because of Executive’s termination for Cause. For purposes of this Paragraph 6, Executive shall be considered terminated for cause as hereinafter defined. "CAUSE" shall mean: “Cause” if he is discharged by Employer on account of the occurrence of one or more of the following events: (i) Executive's death; Executive becomes habitually addicted to drugs or alcohol, as confirmed by the written opinion of a medical doctor; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result Executive intentionally discloses confidential information in violation of physical Subparagraph 5(d)(i) or mental incapacity, substantially to perform his duties hereunder for a period engages in any action in violation of six (6) consecutive months; Subparagraph 5(d)(ii). (iii) a material violation Employer is directed by Executive of any applicable material law regulatory or regulation respecting governmental authorities to terminate the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure employment of Executive to perform his duties hereunder in any material respect; (vi) or Executive intentionally engages in one activities that cause actions to be taken by regulatory or more unsafe or unsound banking practices governmental authorities that have a material adverse effect on the Bank; or Employer; (viiiv) Executive is removed convicted of a felony crime (other than a felony resulting from a minor traffic violation); (v) Executive flagrantly disregards his duties under this Agreement after (A) written notice has been given to Executive by the Board that it views Executive to be flagrantly disregarding his duties under this Agreement and (B) Executive has been given a period of ten (10) days after such notice to cease such misconduct. However, no notice or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive cure period shall be entitled required hereunder if Executive’s disregard of his duties has materially and adversely affected Employer or is illegal ; (vi) Executive commits an act of fraud against Employer, violates a duty of loyalty to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations violates an obligation owed to ExecutiveEmployer pursuant to Paragraphs 3 or 5 hereof.

Termination for Cause. This If this Agreement may is terminated by Bank for Cause (as defined herein), this Agreement shall cease and terminate as of the date of termination of Employee. “Cause” shall be terminated for cause defined as hereinafter defined. "CAUSE" shall mean: (i) Executive's deathcommission of a willful act of dishonesty in the course of Employee’s duties hereunder; (ii) Executive's "PERMANENT DISABILITY," conviction by a court of competent jurisdiction of a crime constituting a felony or conviction with respect to any act involving fraud or dishonesty; (iii) Employee’s continued, habitual intoxication or performance under the influence of controlled substances during working hours, after Bank shall have provided written notice to Employee and given Employee ten (10) days within which to commence rehabilitation with respect thereto, and Employee shall mean Executive's inabilityhave failed to promptly commence and diligently continue such rehabilitation; (iv) frequent or extended, and unjustifiable (not as a result of physical incapacity or mental incapacity, substantially to perform his duties hereunder for a period of six (6disability) consecutive months; (iii) a material violation by Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or absenteeism which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that shall not have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least been cured within thirty (30) days' days after Bank shall have advised Employee in writing of its intention to terminate Employee’s employment in accordance with the provisions of this subsection in the event such condition shall not have been cured; or (v) Employee’s willful and continued personal misconduct, action, inaction, inability or refusal to perform the duties and responsibilities described in this Agreement and any Exhibits hereto, if (A) Bank shall have given Employee prior written notice of Employer's intention the reason therefor and (B) a period of thirty (30) days following receipt by Employee of such notice shall have lapsed and the matters which constitute or give rise to terminate his employment such Cause shall not have been cured or eliminated by Employee; provided, however, that if such matters are of a nature that same cannot be cured or eliminated within such thirty (30) day period, such period shall be extended for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity so long as Employee shall be endeavoring diligently and in good faith to cure any conduct or act, if curable, alleged as grounds for eliminate such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executivematters.

Termination for Cause. This Agreement may be If the Executive’s employment with the Company is terminated for cause Cause, whether prior to or after the Performance Hurdle Date, the Executive will forfeit all unvested RSUs as hereinafter definedwell as any RSUs that had vested but were not yet paid out pursuant to Section 2 or Section 4. "CAUSE" For purposes of this Agreement, “Cause” shall mean: mean the Executive’s (i) Executive's death; engaging in willful or gross misconduct or willful or gross neglect of duties, (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilityrepeatedly and willfully failing to adhere to the directions of the Board or the written policies and practices of the Company or an Affiliate, as a result of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) commission of or plea of nolo contendere to a material violation by Executive felony, a crime of moral turpitude, or any applicable material law crime involving the Company or regulation respecting an Affiliate that causes damage to the property or business of Employer the Company or the Bank; an Affiliate, (iv) Executive being found guilty fraud, misappropriation, dishonesty, or embezzlement in each case which causes damage to the property or business of a felony the Company or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the BankAffiliate, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) material breach of the willful Executive’s employment agreement (if any) with the Company or negligent failure an Affiliate (other than a termination of employment by the Executive), (vi) loss of any license or registration that is necessary for the Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one for the Company or more unsafe or unsound banking practices that have a material adverse effect on the Bank; an Affiliate, or (vii) Executive is removed unlawful act that causes damage to the property or suspended from banking pursuant to Section 8(e) business of the Federal Deposit Insurance ActCompany or an Affiliate, all as amended determined in the sole discretion of the Committee. Before the Committee determines that “Cause” has occurred under clause (the "FDIA"i), (ii), (v), or any other applicable state or federal law. (vii) above, the Committee will provide to the Executive shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment in writing, in reasonable detail, the reasons for any cause (except Executive's death) specifying the grounds for determination that such termination“Cause” exists, and afford the Executive a reasonable opportunity to cure remedy any conduct such breach, action or inaction, if such breach action or inaction, is capable of being remedied. In addition, Executive’s employment and service will be deemed to have terminated for Cause if, within twelve (12) months after the Executive’s employment or service has terminated, facts and circumstances are discovered that would have justified a termination for Cause. For purposes of this Agreement, no act or failure to act on the Executive’s part will be considered “willful” unless it is done, or omitted to be done, by him or her in bad faith or without reasonable belief that his or her action or omission was in the best interests of the Company or an Affiliate. Any act, if curableor failure to act, alleged as grounds based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for such termination, and a reasonable opportunity the Company or an Affiliate will be conclusively presumed to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employerdone, or have any further obligations omitted to Executivebe done, in good faith and in the best interests of the Company or an Affiliate.

Termination for Cause. This For purposes of this Agreement may be terminated the term "Cause" for cause as hereinafter defined. "CAUSE" shall mean: (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which reduction of the Base Salary or termination of the Term of Employment by Employer shall mean Executive's inabilityand include the occurrence of any of the following events in the good faith determination of the President or the Board: (a) The Employee has participated in embezzlement, as theft, larceny or fraud, or has otherwise acted dishonestly with respect to Employer or any of its Affiliates or engaged in gross negligence or willful misconduct in the performance of any of the duties and services required of Employee pursuant to this Agreement; (b) The Employee has breached a result fiduciary duty or duty of physical loyalty or mental incapacityfidelity owed to the Employer or any of its Affiliates; (c) The Employee has materially defaulted in observing a published policy of the Employer communicated to the Employee in writing and that remains in default for thirty (30) days following written notice of such default by Employer; (d) The Employee has been convicted of or entered a plea of nolo contendere to a felony or a misdemeanor involving moral turpitude; (e) The Employee has violated any law, substantially regulation or ordinance of a governmental entity (other than traffic violations and similar minor offenses), but including any law relating to employment, the environment, discrimination, libel, slander, assault or other forms of abuse, or has violated any judicial decree applicable to the Employer or any of its Affiliates which violation has or may have a material and adverse affect on the Employer or any of its Affiliates or the ability of the Employee to perform his duties hereunder for a period hereunder; or (f) The Employee has failed to perform or otherwise defaulted in any of six (6) consecutive months; (iii) a the material violation terms of this Agreement or any duties assigned to Employee by Executive of any applicable material law or regulation respecting the business of Employer President or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty Board as provided herein that remain in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least default for thirty (30) days' prior days following written notice of Employer's intention such default by Employer to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to ExecutiveEmployee.

Termination for Cause. This Agreement The employment of the Employee may be terminated for cause Cause at any time by the Board; provided, however, that before the Company may terminate the Employee’s employment for Cause for any reason that is susceptible to cure, the Company shall first send the Employee written notice of its intention to terminate this Agreement for Cause, specifying in such notice the reasons for such Cause and those conditions that, if satisfied by the Employee, would cure the reasons for such Cause, and the Employee shall have 60 days from receipt of such written notice to satisfy such conditions. If such conditions are satisfied within such 60-day period, the Company shall so advise the Employee in writing. If such conditions are not satisfied within such 60-day period, the Company may thereafter terminate this Agreement for Cause on written Notice of Termination (as hereinafter defineddefined in Section 9(a)) delivered to the Employee describing with specificity the grounds for termination. "CAUSE" Immediately on termination pursuant to this Section 7(a), the Company shall mean: pay to the Employee in a lump sum his then current Base Salary under Section 4(a)(1) on a prorated basis to the Date of Termination (as defined in Section 9(b)). On termination pursuant to this Section 7(a), the Employee shall forfeit (i) Executive's death; his Bonus under Section 4(a)(2) for the year in which such termination occurs, and (ii) Executive's "PERMANENT DISABILITY," which all outstanding but unvested Options and other options and rights relating to capital stock of the Company, and all shares of Restricted Stock that as of the termination date are still subject to the restrictions on transfer imposed by Section 4(a)(4) shall mean Executive's inabilitybe subject to repurchase by the Company as provided in Section 4(a)(4). For purposes of this Agreement, as a result of physical or mental incapacity, substantially to perform his duties hereunder for a period of six Cause shall mean: (6) consecutive months; (iii1) a material violation by Executive breach of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior terms of this Agreement that is not immediately corrected following written notice of Employer's intention default specifying such breach; (2) a breach of any of the provisions of Section 12; (3) repeated intoxication with alcohol or drugs while on Company premises during its regular business hours to terminate such a degree that, in the reasonable judgment of the other managers of the Company, the Employee is abusive or incapable of performing his employment for any cause duties and responsibilities under this Agreement; (except Executive's death4) specifying the grounds for such termination, conviction of a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present felony; or (5) misappropriation of property belonging to the Executive Committee his position regarding Company and/or any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executiveits affiliates.

Termination for Cause. This Agreement The Employment Period may be terminated by Employer for cause as hereinafter defined. "CAUSE" shall mean: the following occurrences (“Cause”): (i) Executive's death; Employee’s material breach of any of the covenants contained in Section 7 of this Agreement; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilityEmployee’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any crime (whether felony or misdemeanor) (A) involving moral turpitude or punishable by imprisonment for more than one (1) year in the jurisdiction involved or (B) resulting in any imprisonment; (iii) Employee’s commission of any crime, act of fraud, embezzlement or theft upon or against (A) Employer or Parent in connection with his duties with Employer or in the course of his employment with Employer or otherwise, or (B) any third party whether prior to our subsequent to the date hereof; (iv) Employee’s continuing repeated failure or refusal to perform Employee’s duties as required by this Agreement (including, without limitation, Employee’s inability to perform Employee’s duties hereunder as a result of physical chronic alcoholism or mental incapacity, substantially to perform his duties hereunder for drug addiction and/or as a period of six (6) consecutive months; (iii) a material violation by Executive result of any applicable material law failure to comply with any laws, rules or regulation respecting regulations of any governmental entity with respect to Employee’s employment by Employer), provided that termination of the business of Employer or the Bank; Employment Period pursuant to this subsection (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of shall not constitute valid termination for Cause unless Employee shall have first received written notice from Employer or Parent stating with specificity the Bank, nature of such failure or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to refusal and affording Employee at least thirty (30) days' prior days to correct the act or omission complained of; or (v) gross negligence, insubordination, material violation by Employee of any duty of loyalty to Employer or Parent, material violation of any of Employer’s or Parent’s written policies, disparagement of Employer or Parent or its affiliates or their respective businesses, or any other material misconduct on the part of Employee, provided that termination of the Employment Period pursuant to this subsection (v) shall not constitute valid termination for Cause unless Employee shall have first received written notice from Employer or Parent stating with specificity the nature of Employer's intention such failure or refusal and affording Employee at least thirty (30) days to terminate his employment for any cause (except Executive's death) specifying correct the grounds for such termination, a reasonable opportunity to cure any conduct act or actomission complained of. Except as otherwise agreed between Parent and Employee in writing, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer Employee is terminated for Cause, then Employer shall only be required all payments and benefits pursuant to pay Executive his Base Compensation as shall have accrued through this Agreement will cease immediately upon the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executive.

Termination for Cause. This SDSP may terminate this Agreement may be for "cause" upon written notice to Employee. If this Agreement is terminated for cause "cause", Employee shall be entitled to receive: (i) the Base Salary through the effective date of termination, (ii) any other amounts earned, accrued or owed to Employee under this Agreement but not paid as hereinafter definedof the date of termination, and (iii) any other benefits payable to Employee upon such termination under any benefit plans or programs of SDSP in effect on the date of termination; less any claims of SDSP against Employee. The term "CAUSEcause" shall mean: (i) ExecutiveEmployee's deathconfession or conviction of theft, fraud, embezzlement or other crime involving dishonesty; (ii) ExecutiveEmployee's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result excessive absenteeism (other than by reason of physical injury, disease, or mental incapacity, substantially to perform his duties hereunder for a period of six (6illness) consecutive monthswithout reasonable cause; (iii) Employee's act or omission constituting a material violation by Executive breach of any applicable material law or regulation respecting the business provision of Employer or the Bankthis Agreement, including Sections 12, 13, 14 and 15 below; (iv) Executive being found guilty of a felony or an act of dishonesty habitual and material negligence by Employee in connection with the performance of his Employee's duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bankunder this Agreement; (v) the willful Employee's abuse, misuse or negligent failure destruction of Executive to perform his duties hereunder in any material respectproperty of SDSP, its affiliates, or its customers; (vi) Executive engages in one Employee's making or more unsafe publishing of false or unsound banking practices that have a material adverse effect on the Bankmalicious statements concerning SDSP; or (vii) Executive is removed material failure by Employee to comply with the policies of SDSP or suspended from banking pursuant to Section 8(e) a lawful directive of the Federal Deposit Insurance ActBoard of Managers of SDSP and the failure to cure such non-compliance within ten days after his receipt of a written notice from the Board of Managers setting forth in reasonable detail the particulars of such non-compliance. The preceding list is not intended to be exhaustive; other conduct of a similar nature may result in the termination of this Agreement for "cause." However, as amended (the "FDIA"), results of SDSP's operations or any other applicable state or federal law. Executive business judgment made in good faith by Employee shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment not constitute an independent basis for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer this Agreement for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executive"cause."

Termination for Cause. This Agreement The Company may be terminated terminate the Employee's employment for cause as hereinafter defined. "CAUSE" shall mean: Cause if (i) Executive's death; the Employee willfully, substantially, and continually fails to perform the duties for which he is employed by the Company, (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilitythe Employee willfully fails to comply with the reasonable instructions of the President and Chief Executive Officer of the Company, 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 Executive of any applicable material law the Employee willfully engages in conduct which is or regulation respecting would reasonably be expected to be materially and demonstrably injurious to the business of Employer or the Bank; Company, (iv) Executive being found guilty of a felony or the Employee willfully engages in an act or acts of dishonesty resulting in connection with material personal gain to the performance Employee at the expense of his duties as an officer of Employer or the BankCompany, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure Employee is convicted of Executive to perform his duties hereunder in any material respect; a felony, (vi) Executive the Employee engages in one an act or more unsafe or unsound banking practices that have acts of gross malfeasance in connection with his employment hereunder, (vii) the Employee commits a material breach of the confidentiality provision set forth in Section 15, or (viii) the Employee exhibits demonstrable evidence of alcohol or drug abuse having a substantial adverse effect on his job performance hereunder. The Company shall exercise its right to terminate the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior Employee's employment for Cause by giving him written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying termination at least 45 days before the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence date of such causetermination specifying in reasonable detail the circumstances constituting such Cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a such termination of Executivethe Employee's employment with Employer for Cause, then Employer the Employee shall only be required entitled to pay Executive receive (i) his Base Compensation base salary pursuant to Section 3.1 and any other compensation and benefits to the extent actually earned pursuant to this Agreement or any benefit plan or program of the Company as shall have accrued through of the effective date of such terminationtermination at the normal time for payment of such salary, compensation or benefits and Employer shall not be obligated to pay (ii) any performance bonus with respect to amounts owed under the then current fiscal year reimbursement policy of Employer, or have any further obligations to ExecutiveSection 5.

Termination for Cause. This Agreement may be terminated Immediately following notice of termination for cause "Cause" (as hereinafter defineddefined below), specifying such Cause, given by the Company (termination pursuant to this Section 6.3 being referred to herein as termination for "Cause"). As used herein, "CAUSECause" shall mean: means (i) termination based on Consulting Executive's deathconviction or plea of "guilty" or "no contest" to any crime constituting a felony in the jurisdiction in which the crime constituting a felony is committed, 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) Consulting Executive's "PERMANENT DISABILITY," which shall mean 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 Executive of substance abuse that in any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection manner interferes with the performance of his duties; (iii) Consulting Executive's failure or refusal to perform his duties as at all or in an officer of Employer or the Bankacceptable manner, or which disqualifies Executive from serving as an officer to follow the lawful and proper directives of the Board of Directors or director Consulting Executive's supervisor(s) that are within the scope of Employer or the BankConsulting Executive's duties; (iv) Consulting Executive's breach of this agreement; (v) Consulting Executive's breach of the willful or negligent failure of Executive to perform his duties hereunder in any material respectCompany's Confidentiality, Proprietary Information and Inventions policies; (vi) misconduct by Consulting Executive engages in one that has or more unsafe could discredit or unsound banking practices that have damage the Company; (vii) Consulting Executive's indictment for a material adverse effect on felony violation of the Bankfederal securities laws; or (viiviii) Executive is removed or suspended Consulting Executive's chronic absence from banking pursuant to Section 8(e) work for reasons other than illness. Any determination of for Cause termination shall be made by the Board of Directors of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least Company after having first given thirty (30) days' prior days written notice to Consulting Executive of Employer's intention to terminate his employment for any cause (except Executive's death) specifying such determination, and afforded Consulting Executive the grounds for such termination, a reasonable opportunity to cure be heard by the full Board of Directors. Notwithstanding any conduct or actother provision in this Agreement, if curableConsulting Executive is terminated pursuant to subsection (iii) of this Section 6.3 for poor job performance, alleged as grounds for such terminationexcluding refusal to perform his duties, and a reasonable opportunity to present to the Consulting Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through sixty (60) days to cure the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to behavior upon which the then current fiscal year of Employer, or have any further obligations to Executivethreatened termination is based.

Termination for Cause. This Agreement may be terminated Studio shall have the right to terminate the Employment Term at any time for cause as hereinafter definedcause. "CAUSE" As used herein, the term “cause” shall mean: mean (i) Executive's deathmisappropriation of any material funds or property of Studio or any of its related companies; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result failure to obey reasonable and material orders given by the Chief Operating Officer of physical Studio or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive monthsby the Board; (iii) a any material violation breach of this Agreement by Executive of any applicable material law or regulation respecting the business of Employer or the Bankyou; (iv) Executive being found conviction of or entry of a plea of guilty of or nolo contendre to a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Banka crime involving moral turpitude; (v) any willful act, or failure to act, by you in bad faith to the willful material detriment of Studio; or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages material non-compliance with established Studio policies and guidelines (after which you have been informed in one or more unsafe or unsound banking practices writing of such policies and guidelines and you have failed to cure such non-compliance); provided that have a material adverse effect on the Bank; in each such case (other than (i) or (viiiv) Executive is removed or suspended from banking pursuant to Section 8(ea willful failure in (ii) or repeated breaches, failures or acts of the Federal Deposit Insurance Act, as amended (the "FDIA"), same type or any other applicable state or federal law. Executive shall be entitled to at least thirty (30nature) days' prior prompt written notice of Employer's intention such cause is given to terminate his employment for any cause (except Executive's death) you by specifying in reasonable detail the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such terminationfacts giving rise thereto and that continuation thereof will result in termination of the Employment Term, and a reasonable opportunity to present to such cause is not cured within ten (10) business days after receipt by you of the Executive Committee his position regarding any dispute relating to first such notice. If the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for CauseEmployment Term is terminated as set forth in this Paragraph 11, then Employer payment of the specified Base Salary and any additional noncontingent cash compensation (including, without limitation, any equity-based compensation which has vested and expense reimbursement for expenses incurred prior to your termination) theretofore earned by you shall only be required payment in full of all compensation payable hereunder. If Studio terminated the Employment Term pursuant to pay Executive his Base Compensation as this Paragraph 11, then you shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executiveimmediately reimburse Studio for all paid but unearned sums.

Termination for Cause. This Notwithstanding anything to the contrary contained in this Agreement, Company hereunder may terminate this Agreement may be terminated and Employee’s employment for cause as hereinafter definedCause. "CAUSE" As used in this Agreement, “Cause” shall mean: mean (i) Executive's death; any action or omission of Employee which constitutes (A) a material breach of any of the provisions of Section 5 of this Agreement, (B) a material breach by Employee of his fiduciary duties and obligations to Company, or (C) Employee’s failure or refusal to follow any lawful directive of the Board, in each case which act or omission is not cured (if capable of being cured) within ten (10) days after written notice of same from the Board to Employee, (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilityconduct constituting fraud, as a result of physical embezzlement, misappropriation or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation gross dishonesty by Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty Employee in connection with the performance of his duties as an officer under this Agreement or (iii) a conviction of Employer Employee for (A) a felony (other than a traffic violation) or (B) a crime involving moral turpitude, but only if the BankBoard determines that such conviction will damage or bring into disrepute the business, reputation or which disqualifies Executive from serving as an officer goodwill of Company or director of Employer or the Bank; (v) the willful or negligent failure of Executive impair Employee's ability to perform his duties hereunder in for Company. For any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to termination for Cause under this Section 8(e) 4.1 other than Section 4.1(i)(C), Employee shall be given prior written notice of the Federal Deposit Insurance Actproposed termination for Cause, as amended (specifying the "FDIA")specific grounds therefor and, or any other applicable state or federal law. Executive if such grounds are capable of being cured, Employee shall be entitled to at least have thirty (30) days' prior written days after receipt of such notice of Employer's intention to terminate his employment for cure. It is presumed that any cause (except Executive's death) specifying the stated grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as termination for Cause under Section 4.1(i) are capable of being cured but grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination for Cause under Section 4.1(ii) or (iii) are not capable of Executive's employment with Employer being cured, provided, however, the Board may determine, in its discretion, allow a thirty (30) day cure period for Causea termination for Cause under Section 4.1(ii) or (iii). A termination for Cause shall not be effective until the expiration of the applicable cure period prescribed by this Section 4.1Upon the effectiveness of any termination pursuant to this Section 4.1, then Employer Employee shall only be required entitled to pay Executive his Base Compensation Total Salary as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect reimbursement of expenses incurred prior to the then current fiscal year date of Employertermination in accordance with Section 3.1 hereof and, or and any other compensation and benefits payable in accordance with Section 3.2 hereof. Upon making such payments, Company shall have any no further obligations liability to ExecutiveEmployee hereunder.

Termination for Cause. This (a) The Company or, if applicable, any of its Affiliates, may terminate the employment of the Employee at any time without notice or payment in lieu of notice for “Cause,” which, for purposes of this Agreement may be terminated for cause as hereinafter defined. "CAUSE" shall mean: : (i) Executive's death; The Employee’s breach of any material term or provision of this Agreement (including the covenants in Article 3 hereof), provided that a breach of the Code of Conduct shall not be Cause unless the conduct at issue constitutes Cause under (ii)-(vii) of this Section; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilityThe Employee’s documented failure to substantially perform the Employee’s duties under this Agreement; provided that the Employee was provided notice of such failures, counseled as a result of physical to how to correct or mental incapacityremediate such failures, substantially and has failed to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by Executive of any applicable material law correct or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent remediate such failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least within thirty (30) days' prior ; (iii) The Employee’s failure to reasonably cooperate with any lawful investigation undertaken by the Company; (iv) The Employee’s gross negligence or breach of fiduciary duty provided that the Employee has been given written notice thereof and has failed within fifteen (15) days to correct such conduct; (v) Any conviction of Employer's intention the Employee (A) under any local, state, provincial or federal statute which makes the performance of the Employee’s duties impracticable or impossible, (B) of any offense against the Company or its personnel, Affiliates for whom Employee is providing services, or customers, or (C) of any other offense involving moral turpitude; (vi) Any misconduct, gross incompetence or conduct incompatible with the Employee’s duties hereunder, or prejudicial to the Company’s business provided that the Employee has been given written notice thereof and has failed within fifteen (15) days to correct such conduct; or (vii) Gross insubordination or willful disobedience to the lawful directions of management of the Company provided that the Employee has been given written notice thereof and has failed within fifteen (15) days to correct such conduct. (b) If the Company exercises its rights under this Agreement to terminate his the Employee’s employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer Employee shall not be obligated entitled to pay any performance bonus with respect to the then current fiscal year of Employer, or have receive any further obligations remuneration or payments of any kind or nature hereunder from and after the Termination Date, other than any earned but unpaid Base Salary, any unpaid earned bonuses from the year prior to Executivetermination, reimbursement of reasonable expenses incurred prior to termination in accordance with the terms hereof, and any other payments required by law (“Mandatory Payments”).

Termination for Cause. This Blockbuster may, at its option, terminate your employment under this Agreement may be terminated forthwith for cause as hereinafter definedCause and thereafter will have no further obligations under this Agreement, including, without limitation, any obligation to pay Salary or Bonus or provide benefits. "CAUSE" shall Cause will mean: (i) Executive's deathYour conviction of or entry into a plea bargain or settlement which admits your guilt for a felony involving moral turpitude, dishonesty or a breach of trust regarding Blockbuster or any of its affiliates or subsidiaries; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result Your disparagement of physical the business or mental incapacity, substantially to perform his duties hereunder for a period affairs of six (6) consecutive monthsBlockbuster or any of its affiliates or subsidiaries; (iii) a material violation by Executive Your commission of any applicable material law act of theft, dishonesty, fraud, embezzlement, misappropriation or regulation respecting the business any other act or omission that is materially injurious to Blockbuster or any of Employer its affiliates or the Banksubsidiaries regardless of whether a criminal conviction is obtained; (iv) Executive being found guilty of a felony Your failure to perform, or an act of dishonesty gross negligence or misconduct in connection with the performance of his the duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bankand services required by this Agreement; (v) Your failure to devote substantially all of your business time to Blockbuster’s business affairs (excluding failure due to illness, incapacity or incidental civic activities), which failure is not remedied within a reasonable time after written demand is delivered by Blockbuster, identifying the willful or negligent failure manner in which Blockbuster believes that you have failed to devote substantially all of Executive your business time to perform his duties hereunder in any material respectBlockbuster’s business affairs; (vi) Executive engages in one Your violation of the Business Conduct Statement or more unsafe other business or unsound banking practices that have ethics policy as Blockbuster may adopt from time to time; (vii) Your knowing or willful violation of any federal or state securities laws; (vii) Your unauthorized disclosure of Confidential Information; (ix) Your failure to obey a material adverse effect on the Banklawful directive that is appropriate to your position from an executive(s) in your reporting line; or (viix) Executive is removed or suspended from banking pursuant to Section 8(e) your material breach of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal lawthis Agreement. Executive shall be entitled to at least thirty (30) days' prior If Blockbuster does not give a prompt written notice of Employer's intention termination to you after learning of the occurrence of an event giving rise to Cause, in no way has Blockbuster waived its right to terminate his employment you for that event or any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity subsequent event giving rise to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executive.

Termination for Cause. This Agreement may (a) In the event that the Company provides Executive with written notice terminating his employment for "Cause", as defined in Section 6(b), all compensation to Executive pursuant to Section 4 in respect of periods after such discharge shall terminate immediately upon such termination, and the Company shall have no further obligations with respect thereto, nor shall the Company be terminated for cause as hereinafter defined. obligated to pay Executive termination pay under Section 8 or any accrued but unpaid incentive compensation. (b) For the purposes of this Agreement, "CAUSECause" shall mean: mean (i) Executive's deaththe commission by Executive of an act of fraud, embezzlement, theft or willful breach of a material fiduciary duty to the Company (including the unauthorized disclosure of confidential or proprietary information of material significance concerning the Company); (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilitythe commission by Executive of a breach of any material covenant, as a result of physical provision, term, condition, understanding or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive monthsundertaking set forth in this Agreement; (iii) a material violation the commission by Executive (other than in Executive's capacity as an agent of any the Company) of a crime constituting a felony under applicable material law (or regulation respecting the business a plea of Employer or the Banknolo contendere in lieu thereof); (iv) the exposure of the Company to any criminal liability substantially caused by the conduct of Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bankwhich results, or which disqualifies Executive from serving as an officer may reasonably be expected to result, in a material adverse effect upon the Company's business, operations, financial condition or director results of Employer operations or is reasonably expected to cause a material difficulty in obtaining registration for the BankCompany's products; (v) the willful or negligent failure exposure of Executive the Company to perform his duties hereunder any civil liability caused by Executive's unlawful harassment in any material respectemployment; (vi) any habitual absenteeism, gross negligence, bad faith or willful misconduct by Executive engages in one or more unsafe or unsound banking practices that have the performance of Executive's duties to the Company which conduct results in a material adverse effect on detriment to the BankCompany; (vii) the continued, repeated, intentional and willful refusal to perform the duties associated with Executive's position with the Company, which is not cured within 15 days following notice to Executive; or (viiviii) Executive's habitual abuse of alcohol or any controlled substance or Executive's reporting to work under the influence of alcohol or a controlled substance (other than those for which Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"taking under a current prescription), or any other applicable state or federal law. Executive shall be entitled to at least thirty but expressly excluding (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year consumption of Employer, alcohol only) occasions in which Executive participates in work related socializing or have any further obligations to Executiveentertaining.

Termination for Cause. This Agreement The Company may terminate the term of employment, the Advisory Period (if any) and all of the Company's obligations under this Agreement, other than its obligations set forth below in this Section 4.1, for "cause" but only if the term of employment or any Advisory Period has not previously been terminated pursuant to any other provision of this Agreement. Termination by the Company for "cause" shall mean termination by action of the Company's Board of Directors, or a committee thereof, because of the Executive's conviction (treating a nolo contendere plea as a conviction) of a felony (whether or not any right to appeal has been or may be terminated exercised) or willful refusal without proper cause to perform his obligations under this Agreement or because of the Executive's breach of any of the covenants provided for cause in Section 9. Such termination shall be effected by written notice thereof delivered by the Company to the Executive and shall be effective as hereinafter defined. "CAUSE" shall mean: of the date of such notice; provided, however, that if (i) such termination is because of the Executive's death; willful refusal without proper cause to perform any one or more of his obligations under this Agreement, (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilitysuch notice is the first such notice of termination for any reason delivered by the Company to the Executive under this Section 4.1, as a result of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; and (iii) a material violation by within 15 days following the date of such notice the Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of shall cease his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive refusal and shall use his best efforts to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on such obligations, the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive termination shall not be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such causeeffective. In the event of a dispute regarding Executive's Permanent Disabilitysuch termination by the Company for cause, each of without prejudice to any other rights or remedies that the Company may have at law or in equity, the Company shall have no further obligations to the Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required other than (i) to pay Executive his Base Compensation Salary and make credits of deferred compensation as shall have provided in Sections 3.1 and 3.3, or to pay Advisory Period compensation, if applicable, accrued through the effective date of such termination, and Employer shall not be obligated (ii) to pay any performance annual bonus pursuant to Section 3.2 to the Executive in respect of the calendar year prior to the calendar year in which such termination is effective, in the event such annual bonus has been determined but not yet paid as of the date of such termination and (iii) with respect to any rights the Executive has in respect of amounts credited to the Trust Account or pursuant to any insurance or other benefit plans or arrangements of the Company maintained for the benefit of its senior executives. The Executive hereby disclaims any right to receive a pro rata portion of the Executive's annual bonus with respect to the then current fiscal year in which such termination occurs. The fourth sentence of EmployerSection 3.3 and the provisions of Sections 3.8, or have 8.2, 8.3 and 9 through 12 and Annex A shall survive any further obligations termination pursuant to Executivethis Section 4.1.

Termination for Cause. This Agreement Employee’s employment may be terminated by Employer for cause as hereinafter defined. "CAUSE" shall mean: (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability“Good Cause”, as described below. Upon such termination, Employer’s obligation to compensate Employee under this Agreement shall in all respects cease, except that Employer shall pay Employee, within thirty days of such termination (or sooner if required by law), any Accrued Compensation as of the time of such termination and Employee shall be entitled to any Accrued Benefits as of the time of such termination when and if provided to be paid by the applicable program or plan. “Good Cause” includes, but is not limited to any one or more of the following occurrences: (a) Employee’s breach of any of the covenants contained in this Agreement; (b) Employee’s conviction or entry of a result plea of physical guilty or mental incapacitynolo contendere for any crime involving moral turpitude or which is punishable by imprisonment in the jurisdiction involved; (c) Employee’s commission of an act of fraud, substantially whether prior or subsequent to the date hereof, upon any of the Companies or any customer of any of the Companies; (d) Employee’s willful failure or refusal to perform his duties hereunder as required by this Agreement, provided that, the termination of Employee’s employment pursuant to this subparagraph (d) shall not constitute valid termination for a period Good Cause unless Employee shall first have received written notice from the President stating with specificity the nature of six such failure or refusal in the performance of duties and affording Employee at least fifteen days to correct the act or omission complained of; (6e) consecutive months; (iii) a gross negligence, theft of any property of any of the Companies, or the theft of any property of any customers or suppliers, material violation by Executive Employee of any applicable material law or regulation respecting the business duty of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive loyalty to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA")Employer, or any other applicable state material misconduct on the part of Employee; or (f) material violation of any employee policy manual promulgated by Employer as in effect at that time, including, without limitation, the receipt of any kick-back or federal lawside payment from any customer, supplier or vendor. Executive Notwithstanding the foregoing, termination of Employee’s employment by resignation shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon deemed a termination for Good Cause and shall be effective as of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such terminationresignation, and but acceptance of such resignation by Employer shall not be obligated to pay deemed a waiver of any performance bonus with respect to right of Employer or the then current fiscal year of Employer, or have any further obligations to ExecutiveCompanies under this Agreement.

Termination for Cause. This Agreement The Company may terminate the term of employment and all of the Company’s obligations under this Agreement, other than its obligations set forth below in this Section 4.1, for “cause”. Termination by the Company for “cause” shall mean termination because of your (a) conviction (treating a nolo contendere plea as a conviction) of a felony (whether or not any right to appeal has been or may be terminated for cause as hereinafter defined. "CAUSE" shall mean: (iexercised) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, other than as a result of a moving violation or a Limited Vicarious Liability (as defined below), (b) willful failure or refusal without proper cause to perform your material duties with the Company, including your obligations under this Agreement (other than any such failure resulting from your incapacity due to physical or mental incapacityimpairment), substantially (c) willful misappropriation, embezzlement or reckless or willful destruction of Company property, (d) willful and material breach of any statutory or common law duty of loyalty to the Company having a significant adverse financial impact on the Company or on the Company’s reputation; (e) intentional and improper conduct materially prejudicial to the business of the Company or any of its affiliates, or (f) willful or material breach of any of the covenants provided for in Section 9 hereof. Such termination shall be effected by written notice thereof delivered by the Company to you and shall be effective as of the date of such notice; provided, however, that if (i) such termination is because of your willful failure or refusal without proper cause to perform his duties hereunder any one or more of your obligations under this Agreement, (ii) such notice is the first such notice of termination for a period of six (6) consecutive months; any reason delivered by the Company to you under this Section 4.1, and (iii) within 15 days following the date of such notice you shall cease your refusal and shall use your best efforts to perform such obligations, the termination shall not be effective. The term “Limited Vicarious Liability” shall mean any liability which is based on acts of the Company for which you are responsible solely as a material violation by Executive result of any applicable material law or regulation respecting the business of Employer or the Bank; (ivyour office(s) Executive being found guilty of a felony or an act of dishonesty in connection with the performance Company; provided that (x) you are not directly involved in such acts and either had no prior knowledge of his duties as an officer of Employer or such intended actions or, upon obtaining such knowledge, promptly acted reasonably and in good faith to attempt to prevent the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; acts causing such liability or (viiy) Executive is removed or suspended from banking pursuant to Section 8(e) of after consulting with the Federal Deposit Insurance ActCompany’s counsel, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for you reasonably believed that no law was being violated by such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such causeacts. In the event of a dispute regarding Executive's Permanent Disabilitytermination by the Company for cause, each of Executive and Employer without prejudice to any other rights or remedies that the Company may have at law or in equity, the Company shall choose a physician who together will choose a third physician have no further obligation to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required you other than (i) to pay Executive his Base Compensation as shall have accrued Salary through the effective date of termination, (ii) to pay any Bonus for any year prior to the year in which such termination occurs that has been determined but not yet paid as of the date of such termination, and Employer shall not be obligated (iii) with respect to pay any performance bonus rights you have pursuant to any insurance or other benefit plans or arrangements of the Company. You hereby disclaim any right to receive a pro rata portion of any Bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executivein which such termination occurs.

Termination for Cause. This Agreement The Company may be terminated for cause as hereinafter defined. "CAUSE" shall mean: (i) at any time terminate the Executive's death; (ii) employment hereunder for cause. For purposes of this Agreement and subject to the Executive's opportunity to cure to the extent provided in Section 4.c. hereof, the Company shall have "PERMANENT DISABILITY,cause" which shall mean to terminate the Executive's inability, as employment hereunder if such termination shall be the result of: (1) Fraud in connection with the Executive's performance hereunder; (2) Dishonesty in connection with the Executive's performance hereunder except to the extent the Executive proves such dishonesty was both unintentional and covered only a result of physical or mental incapacity, substantially matter which was de minimis; (3) The failure by the Executive to perform his material duties hereunder for a period of six (6) consecutive months; (iii) a or any other material violation breach by Executive of any applicable this Agreement; (4) The failure by the Executive to follow, in a material law manner, the lawful directions of or regulation respecting policies established by the business Board of Employer Directors or the Bank; Chief Executive Officer of the Company unless the tasks are of the type which could not reasonably be required of Executive pursuant to this Agreement; (iv5) Executive being found guilty The conviction for, or plea of nolo contendere to, a charge of commission of a felony or an act of dishonesty in connection with the crime involving moral turpitude; (6) The Executive's performance of his duties as an officer any services under this Agreement while under the influence of Employer or the Bankdrugs, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), alcohol or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such terminationcontrolled substance except, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to controlled substances only, to the then current fiscal year extent Executive proves (a) taking any controlled substance was prescribed by a medical doctor to treat a medical problem, (b) such controlled substance was used only in accordance with said doctor’s instructions, and (c) taking such controlled substance does not and did not adversely affect Executive’s job performance during more than a de minimis period of Employertime; or (7) The Executive acting in a manner, which damages or have could reasonably be expected to damage the business or reputation of the Company. The parties agree that each of the foregoing breaches, events, crimes, behaviors, acts, inactions or occurrences constitutes independent grounds for “cause” and the failure of any further obligations breach, event, crime, behavior, act, inaction or occurrence to Executiveconstitute “cause” under any paragraph of this Section 4.a. shall not prevent that same breach, event, crime, behavior, act, inaction or occurrence from constituting “cause” under a different paragraph of this Section 4.a.

Termination for Cause. This Agreement may The Corporation shall have no obligation to make payments of any kind or grant Options to the Executive in accordance with the provisions of paragraph 3 or otherwise for periods after the Executive's employment with the Corporation is terminated on account of the Executive's discharge for cause. For purposes of this paragraph 5, the Executive shall be considered terminated for cause as hereinafter defined. "CAUSEcause" shall mean: if he is discharged by the Corporation on account of the occurrence of one or more of the following events: (i) Executive's death; the Executive becomes addicted to drugs or alcohol; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result the Executive discloses confidential information in violation of physical paragraph 4(a) or mental incapacity, substantially engages in competition in violation of paragraph 4(b) to perform his duties hereunder for a period the detriment of six (6) consecutive months; the Corporation and/or Thane; (iii) a material violation the Corporation is directed by regulatory or governmental authorities to terminate the employment of the Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one activities that cause actions to be taken by regulatory or more unsafe or unsound banking practices governmental authorities that have a material adverse effect on the Bank; or Corporation; (viiiv) the Executive is removed or suspended convicted of a felony crime (other than a felony resulting from banking pursuant a minor traffic violation); (v) the Executive flagrantly and repeatedly disregards his duties under this Employment Agreement after (A) written notice has been given to Section 8(ethe Executive by the Board that it views the Executive to be flagrantly disregarding his duties under this Agreement and (B) the Executive has been given a period of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written days after such notice of Employer's intention to terminate his employment for any cause (except cure such misconduct. However, no notice or cure period shall be required if Executive's deathdisregard of his duties has materially and adversely affected the Corporation and/or Thane; (vi) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present event of willful misconduct to the Executive Committee his position regarding any dispute relating extent that, in the reasonable judgment of the Board, the Executive's credibility and reputation no longer conform to the existence standard of such cause. In the event Corporation's and Thane's executives; or (vii) the Executive commits an act of fraud against the Corporation and/or Thane, violates a dispute regarding Executive's Permanent Disability, each duty of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect loyalty to the then current fiscal year of Employer, Corporation and/or Thane as defined under Florida law or have any further obligations to Executiveviolates paragraph 2.

Termination for Cause. This Blue Rhino may terminate this Agreement may at any time for Cause, in which case Employee shall be terminated for cause as hereinafter definedentitled to receive his Base Salary accrued and unpaid through the date of such termination in full satisfaction of Blue Rhino's obligations to Employee under this Agreement. Any of the following shall constitute "CAUSE" shall mean: Cause" i. Any material breach by Employee of any of the terms of this Agreement where such breach is not cured within five (i5) Executive's death; (days after written notice of such breach is delivered to Employee; ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability. Intoxication with alcohol or drugs while on the premises of Blue Rhino or of any customer or potential customer to the extent that in the reasonable judgment of management, as a result of physical Employee is abusive or mental incapacity, substantially his ability to perform his duties hereunder for a period of six (6) consecutive months; (and responsibilities under this Agreement is impaired; iii) a material violation by Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty . Conviction of a felony or an act any misdemeanor involving dishonesty, theft, the failure to tell the truth, other unethical behavior, racial prejudice, drugs, alcohol, sexual misconduct or any other crime; iv. Intentional misappropriation of dishonesty property belonging to Blue Rhino; v. Illegal business practices in connection with Blue Rhino that could have an adverse effect on Blue Rhino or its business or reputation; vi. Excessive absence of Employee from his employment during usual business hours for reasons other than vacation, disability or sickness after written notice thereof is delivered to Employee describing the performance nature of such excess absences and affording Employee one opportunity to avoid excess absences; or vii. Willful failure of Employee to obey directions of the board of directors of Blue Rhino, the president or chief executive officer of Blue Rhino, consistent with his duties as an officer described in paragraph 1 hereof, provided Blue Rhino first gives written notice to Employee of Employer or the Banksuch failure, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; and Employee, does not cure such failure within five (v5) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) days of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence delivery of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executivenotice.

Termination for Cause. This Adaptec and Employee agree that Adaptec may terminate Employee’s employment and terminate this Agreement may be terminated at any time “for cause as hereinafter defined. "CAUSE" shall mean: (i) Executive's death; (ii) Executive's "PERMANENT DISABILITYcause," ” which shall mean Executive's inability, include any one or more of the following reasons: (1) A deliberate or serious violation of the Employee’s material duties as a result of physical assigned by Adaptec’s CEO; (2) Refusal or mental incapacity, substantially unwillingness to perform such material duties in good faith and to the best Employee’s ability upon request by Adaptec’s CEO or his duties hereunder for a period of six designee; (63) consecutive months; (iii) a material A breach or violation by Executive of any applicable material law other terms or regulation respecting conditions of this Agreement, including the business Employee Proprietary Information Agreement; (4) Neglect or poor performance of Employer duties, if not remedied to Adaptec’s CEO’s satisfaction after written notice has been given to the Employee by Adaptec’s CEO or his designee; (5) Conviction of the Bank; (iv) Executive being found guilty Employee of a felony or an act other crime involving moral turpitude, dishonesty, willful misconduct, misappropriation of dishonesty funds, habitual insobriety or illegal drug use; (6) Substance abuse or any other action on the part of the Employee involving willful and deliberate malfeasance or gross negligence in connection with the performance of his duties as an officer of Employer or the Bankand responsibilities, or any conduct or act which disqualifies Executive from serving as an officer brings public disrespect, contempt or director ridicule upon Adaptec; (7) A deliberate or serious violation of Employer any law, rule, regulation, constitutional provision, or the Bank; Adaptec policy or procedures, (v) the willful which policies are subject to modification or negligent failure of Executive to perform his duties hereunder in change at any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"time), or any other applicable local, state or federal law. Executive shall be entitled to at least thirty , which violation, may, in the sole judgment of Adaptec’s CEO constitute justification for Employee’s termination; (308) Prolonged absence from duties without the consent and approval of Adaptec’s CEO, including but not limited to, where Employee is permanently disabled, which, from the CEO’s sole discretion, constitutes justification for Employee’s termination; (9) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's Employee’s death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executive.

Termination for Cause. This Subject to Section 3.2, below, the President and/or CEO may terminate Executive’s employment and all of the Company’s obligations under this Agreement (except as provided in Section 10.5, below, and as required by law) at any time for Cause (defined below) by giving written notice to Executive stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the President and/or CEO may be terminated for cause as hereinafter defineddesignate. "CAUSE" “Cause” shall meanmean any of the following: (i1) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilityExecutive has, as a result of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) in a material violation by Executive of any applicable material law or regulation respecting the business of Employer way, breached this Agreement or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with fiduciary duty he owes to the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), Company or any other applicable state legal obligation or federal law. Executive shall be entitled duty he owes to at least the Company, which breach remains uncured, if possible to cure, to the reasonable satisfaction of the President and/or CEO for thirty (30) days' prior calendar days after Executive receives written notice thereof from the President and/or CEO that specifies in reasonable detail the alleged breach; (2) Executive has committed gross negligence or willful misconduct in the performance of Employer's intention Executive’s duties for the Company; (3) Executive has failed in a material way to terminate his employment for any cause (except Executive's death) specifying follow reasonable instructions from the grounds for such terminationPresident and/or CEO, a reasonable opportunity to cure any conduct consistent with this Agreement, concerning the operations or actbusiness of the Company, which failure remains uncured, if curablepossible to cure, alleged as grounds for such termination, and a reasonable opportunity to present to the reasonable satisfaction of the President and/or CEO for thirty (30) calendar days after Executive Committee his position regarding receives written notice thereof from the President and/or CEO that specifies in reasonable detail the alleged failure; (4) Executive has committed a crime the circumstances of which substantially relate to Executive’s employment duties with the Company; (5) Executive has misappropriated or embezzled funds or property of the Company or engaged in any dispute act of dishonesty that involves the business of the Company or causes material damage to the Company; and (6) Executive attempts to misappropriate or misappropriates a corporate opportunity of the Company, unless the transaction was approved in writing by the President and/or CEO after full disclosure of all details relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executivetransaction.

Termination for Cause. This Agreement The Board, by vote of a majority of its members, may terminate the employment of Employee with Employer at any time during the Term for “Cause”. For purposes of this Agreement, “Cause” shall be terminated for cause as hereinafter defined. "CAUSE" shall mean: deemed to exist if, and only if: (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which Employee shall mean Executive's inabilityengage, 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 Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with during the performance of his duties as an officer hereunder, in acts or omissions constituting dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing or malfeasance which result in material harm to Employer; (ii) Employee shall intentionally disobey or disregard a lawful and proper direction of the Board or Employer; or (iii) Employee shall materially breach this Agreement, and such breach by its nature, is incapable of being cured, or such breach remains uncured for more than 30 days following receipt by Employee of written notice from Employer specifying the nature of the breach and demanding the cure thereof. For purposes of this clause (iii), a material breach of this Agreement which involves inattention by Employee to his duties under this Agreement shall be deemed a breach capable of cure. Without limiting the generality of the foregoing, the following shall not constitute Cause for termination of Employee or the modification or diminution of any of his authority hereunder: (i) any personal or policy disagreement between Employee and Employer, or any member of Employer or the Bank, its Board; or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (vii) the willful or negligent failure of Executive to perform any action taken by Employee in connection with his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state failure to act, if Employee acted or federal lawfailed to act in good faith and in a manner Employee reasonably believed to be in, and not opposed to, the best interest of Employer, and Employee has no reasonable cause to believe his conduct was unlawful. Executive Notwithstanding anything herein to the contrary, if Employer shall be entitled to terminate the employment of Employee hereunder for Cause, Employer shall give at least thirty (30) days' 30 days prior written notice to Employee specifying in detail the reason or reasons for Employee’s termination. If the employment of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employee is terminated by Employer for Cause, then Employee’s accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination), shall be paid to Employee through the date of his termination, and, except as otherwise provided in any Benefit Plan or Insurance Plan, Employer shall only be required have no further obligation, including any obligation for severance payments, to pay Executive his Base Compensation as Employee under this Agreement. Such termination shall have accrued through no effect upon Employee’s rights under the effective date Benefit Plans, the Insurance Plans and other employee policies and practices of Employer applicable to such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, or have any further obligations to Executive.

Termination for Cause. This The Company may terminate the Employee’s employment under this Agreement may be terminated at any time for cause as hereinafter definedCause. "CAUSE" For purposes of this Agreement, “Cause” shall meanmean a determination by the Board that any of the following have occurred: (i) Executive's deaththe Employee’s failure to follow the lawful and reasonable directives of the Company or the Board; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilitythe Employee’s material violation of any material Company policy, including any provision of a Code of Conduct or Code of Ethics adopted by the Company; (iii) the Employee’s commission of any act of fraud, embezzlement, dishonesty or any other willful or gross misconduct that in the reasonable judgment of the Board has caused or is reasonably expected to result in material injury to the Company; (iv) the Employee’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Employee owes an obligation of nondisclosure 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 Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection Employee’s relationship with the performance Company that in the reasonable judgment of his duties as an officer of Employer the Board has caused or is reasonably expected to result in material injury to the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the BankCompany; (v) the willful Employee’s conviction of, or negligent failure plea of Executive to perform his duties hereunder in any material respectguilty or “nolo contendere” to, a felony or misdemeanor (other than a minor traffic offense); or (vi) Executive engages the Employee’s material breach of any of his obligations under this Agreement or any written agreement between the Employee and the Company. Except for any such event or condition which, by its nature, cannot reasonably be expected to be cured, with respect to the events or conditions described in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; clauses (i), (ii) or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"vi), or any other applicable state or federal law. Executive the Employee shall be entitled to at least have thirty (30) days' prior days after receipt of written notice of Employer's intention to terminate his employment for any cause (except Executive's death) from the Company specifying the grounds for such termination, a events or conditions constituting Cause in reasonable opportunity detail within which to cure any conduct events or actconditions constituting Cause, provided that the Company serves notice of such events or conditions and intended termination within sixty (60) days of the occurrence thereof, and such Cause shall not exist unless either the Employee is not entitled to notice under this sentence, or, if curablethe Employee is entitled to such notice, alleged as grounds for he fails to cure such termination, and a reasonable opportunity to present to acts constituting Cause within such thirty (30)-day cure period. Termination of the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's Employee’s employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated deemed to pay any performance bonus with respect be for Cause unless, prior to termination, the Company delivers to the then current fiscal year Employee copies of Employerresolutions duly adopted by the affirmative vote of not less than a majority of the Board (after reasonable written notice is provided to the Employee and he is given a reasonable opportunity, or have together with counsel, to be heard before the Board), finding that the Employee has engaged in the conduct described in any further obligations to Executiveof (i)-(vi) above.

Termination for Cause. This Agreement may (a) Newco may, in its sole discretion, terminate this Agreement, effective after the grace periods described below, by giving written notice of such termination to BioVeris, if BioVeris fails materially to comply with any material obligation of this Agreement, and BioVeris fails to cure such breach within sixty (60) days after written notice thereof by Newco or, if such breach cannot reasonably be terminated for cause as hereinafter defined. "CAUSE" cured within sixty (60) days, BioVeris fails to commence to cure such breach within said sixty-day period and diligently continue to cure such breach, unless otherwise specified in this Agreement; provided, however, that if BioVeris is unable to cure a breach due to Force Majeure, then such 60-day period shall mean: (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, as a result of physical or mental incapacity, substantially to perform his duties hereunder be extended for a period of six time reasonable under the circumstances. If there should be a dispute between the parties as to whether a breach exists which entitles Newco to terminate for cause, the matter shall be resolved promptly under the provisions of Article 4 hereof and all attempts to terminate shall be stayed. (6b) consecutive months; (iii) a material violation by Executive From time to time during the term of any applicable material law this Agreement, Newco may in advance of first sale, placement or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty other commercialization of a felony proposed product that uses or incorporates Licensed ECL Technology, request in writing that BioVeris confirm that such proposed product is an act of dishonesty ECL Product. At Newco’s request, BioVeris shall confirm in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence writing receipt of such causenotice. In the event This request process described in this Section 5.2(b) is only available on a product-by-product basis. A single request under this process shall not apply to groups or ranges of a dispute regarding Executive's Permanent Disability, each of Executive and Employer products. Each such request shall choose a physician who together will choose a third physician include sufficient information to enable BioVeris to make a final determination thereofof whether the proposed product is an ECL Product. Upon a termination If BioVeris does not respond within sixty (60) days of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date its receipt of such terminationrequest, BioVeris shall be deemed to have responded that the proposed product is not an ECL Product. If BioVeris responds that the proposed product is not an ECL Product and Employer shall not be obligated to pay any performance bonus Newco disagrees with respect such response, a dispute as to the then current fiscal year interpretation of Employer, or have any further obligations to Executive.this Agreement shall be deemed to

Termination for Cause. This Notwithstanding any other provision of this Agreement, the Company may at any time immediately terminate this Agreement may be terminated and Executive’s employment hereunder for cause Cause. For this purpose, “Cause” shall include any of the following: the current use of illegal drugs; use of alcohol or other drugs in a manner which affects the performance of Executive’s duties, responsibilities and obligations as hereinafter defined. "CAUSE" shall mean: an employee of Company; indictment for any crime involving moral turpitude, fraud or misrepresentation; commission of any act which would constitute a gross misdemeanor or felony and which would adversely affect the business or reputation of the Company; dishonesty or fraud; misappropriation or embezzlement of Company funds or property; misconduct or negligent or reckless conduct which is injurious to the reputation, business, affairs or business relationships of the Company; breach of any written policies of the Company including but not limited to any applicable codes of ethics; material violation or default of any of the provisions of this Agreement; failure to perform Executive’s duties hereunder; failure or refusal to perform the reasonable and lawful instructions of Executive’s supervisors; frequent or extended, and unjustifiable (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, not as a result of physical incapacity or mental incapacity, substantially disability) absenteeism; incompetence or negligence in performing Executive’s duties hereunder; or any material failure to perform his duties hereunder for a period meet reasonable performance criteria or reasonable standards of six (6) consecutive months; (iii) a material violation conduct as established from time to time by Executive of any applicable material law or regulation respecting the business of Employer CEO or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties Board. The initial determination as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive whether Cause exists shall be entitled to at least thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying made by the grounds for such terminationCEO, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, who shall then provide input and a reasonable opportunity to present recommendations to the Executive Committee his position regarding any dispute relating to Board. The Board in the existence exercise of such cause. In reasonable discretion shall make the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereofas to whether Cause exists. Upon a termination of If the Company terminates Executive's ’s employment with Employer hereunder for Cause, then Employer it shall only deliver a notice of termination in writing to Executive, which notice shall include the basis for such Cause; and in any such case Executive’s employment with the Company shall terminate on the date specified in the notice (or if no date is specified in the notice, immediately). If the Company terminates Executive’s employment hereunder for Cause, no severance shall be required to pay Executive his Base Compensation as shall payable and the Company will have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of Employer, no further obligation or have any further obligations liability to Executive.

Termination for Cause. This Employee’s employment under this Agreement shall commence on the Effective Date and shall continue indefinitely for no specific term. The Company may be terminated terminate Employee’s employment with the Company at will at any time upon written notice, with or without Cause or advance notice, for cause as hereinafter definedany reason or no reason at all, notwithstanding anything to the contrary contained in or arising from any statements, policies or practices of the Company relating to the employment, discipline or termination of its employees. "CAUSE" For purposes of this Agreement, “Cause” shall meanmean any of the following: (a) the commission of any act of fraud, embezzlement or willful dishonesty by Employee which adversely affects the business of the Company; (b) any unauthorized use or disclosure by Employee of confidential information or trade secrets of the Company; (c) the refusal or omission by Employee to perform any lawful duties properly required of his under this Agreement, provided that any such failure or refusal has been communicated to Employee in writing and Employee has been provided a reasonable opportunity to correct it, if correction is possible; (d) any act or omission by Employee involving malfeasance or gross negligence in the performance of Employee’s duties to, or material deviation from any of the policies or directives of, the Company, provided, however, that in the case of deviations from policies or directives, (i) Executive's death; the Company must give Employee notice of such deviations within thirty (30) days of the Company becoming aware of such an occurrence, (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilityEmployee must be given thirty (30) days to cure or correct the deviation, as a result of physical or mental incapacityif curable, substantially to perform his duties hereunder for a period of six (6) consecutive months; and (iii) a material violation by Executive of any applicable material law or regulation respecting Employee may only be terminated if the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a material adverse effect on the Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to at least deviation remains uncured after thirty (30) days' prior written notice of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, following written notice and a reasonable opportunity to present upon the approval of the Board of Directors; (e) conduct on the part of Employee which constitutes the breach of any statutory or common law duty of loyalty to the Executive Committee his position regarding Company; or (f) any dispute relating to illegal act by Employee which the existence Board determines adversely affects the business of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of EmployerCompany, or have any further obligations to Executivefelony committed by Employee, as evidenced by conviction thereof.

Termination for Cause. This Agreement Catalina may terminate your employment for Cause at any time if you engage in any of the “Cause” activities below. However, if, in Catalina’s reasonable judgment, your misconduct can be cured, Catalina will give you written notice so that you will have an opportunity to cure the misconduct. If you do not do so within ten (10) business days, then you may be terminated for cause as hereinafter definedCause. "CAUSE" shall mean: You can be terminated for “Cause” if you: (i) Executive's death; engage in willful, intentional, reckless, or grossly negligent misconduct the purpose or effect of which is to materially and adversely affect any member of the Group; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inabilityfalsify any work, as personnel or company records; (iii) knowingly and without authorization take company funds or property or make unauthorized charges against any of the Group’s accounts; (iv) repeatedly refuse to perform your duties; (v) materially breach any of your obligations under this Agreement, the Change of Control Agreement or Catalina’s Code of Business Conduct & Ethics or the Service Agreement dated October 1, 2006 between you and Catalina Marketing UK Limited except because of a result of physical or mental incapacityillness, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by Executive of any applicable material law injury or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful or negligent failure of Executive to perform his duties hereunder in any material respect; condition; (vi) Executive engages in one are convicted of, or more unsafe you enter a plea of guilty or unsound banking practices that have no contest to, a material adverse effect on the Bank; felony involving moral turpitude or materially violate any federal or state securities law; (vii) Executive is removed repeatedly and excessively use of alcohol or suspended from banking pursuant to Section 8(e) illegal drugs after Catalina’s Board of the Federal Deposit Insurance Act, as amended Directors (the "FDIA"), or “Board”) has warned you that your employment would be terminated if you continued such use; or (viii) engage in any other applicable state willful, intentional, reckless or federal lawgrossly negligent misconduct or gross insubordination which impacts your ability to effectively perform your duties or ▇▇▇▇▇ the Group in a material way. Executive shall be entitled to at least thirty (30) days' prior written notice of Employer's intention In considering whether to terminate his employment for any cause (except Executive's death) specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer you for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the effective date of such termination, and Employer shall not be obligated to pay any performance bonus with respect to the then current fiscal year of EmployerBoard, or have any further obligations a person or committee designated by the Board, may exercise its discretion to Executiveconduct factual investigations and to interview you or other individuals that it determines to be appropriate under the circumstances.