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Termination Without Cause. If Titan terminates the Executive's employment for reasons other than pursuant to Section 6 or 8.1, such termination shall, in all cases, constitute "Termination Without Cause" effective from the date of such termination by Titan. Additionally, if the Executive leaves Titan’s employ due to any demotion from the position he holds as set forth in Section 1 or due to any material reduction in the authorities inherent to such position (in each instance, unless made with Executive's prior written consent); or due to any non-payment or a reduction in Executive’s Base Salary or Adjusted Base Salary, if any, then in effect or due to any other breach by Titan of this Agreement; the Executive’s separation from service with Titan shall also be deemed to constitute Termination Without Cause:

Termination Withoutfor Cause. If Titan terminatesmay terminate the Executive's employment immediately, at any time, for reasonsCause. For this purpose, "Cause" shall mean any of the following: # termination due to Executive's willful, highly egregious bad behavior or gross neglect of duties hereunder, violation of Titan's personnel and/or other thanapplicable policies or willful misconduct in the performance of such duties, so as to cause material harm to Titan, as determined in good faith by the Company’s CEO; # termination due to act(s) of fraud, misappropriation of funds or embezzlement committed by the Executive against Titan, as determined in good faith by the Company's CEO; # termination due to the Executive having committed any felony for which he is convicted and which, as determined in good faith by the Company’s CEO results in material harm to Titan and its subsidiaries considered as a whole; # termination due to Executive’s failure or refusal to perform his duties under this Agreement or as assigned to him by the Company’s CEO or by the Board of Directors, as determined in good faith by the Company's CEO or # termination due to Executive’s material breach of this Agreement, which Executive fails to cure within fourteen (14) days after written notice thereof describing in reasonable detail such breach, as determined in good faith by the Company's CEO. Upon the Termination for Cause, Titan's obligations to the Executive under this Agreement shall terminate, except that in the event of Termination for Cause pursuant to clause (iv) of the first sentence of this Section 8.1, Titan shall remain obligated to pay Executive fifty percent (50%) of his Base Salary and to continue for the Executive and/or his family the Standard Executive Benefits described in Section 6 or 8.1, such termination shall, in all cases, constitute "Termination Without Cause" effectivefor a period of six (6) months from and after the date of such termination by Titan. Additionally, if the Executive leaves Titan’s employ due to any demotion from the position he holds as set forth in Section 1 or due to any material reduction in the authorities inherent to such position (in each instance, unless made with Executive's prior written consent); or due to any non-payment or a reduction in Executive’s Base Salary or Adjusted Base Salary, if any, then in effect or due to any other breach by Titan of this Agreement; the Executive’s separation from service with Titan shall also be deemed to constitute Termination Without Cause:his termination.

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