Any purported termination of Executive's employment with the Company (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Article 9 hereof. For purposes of this Agreement a "Notice of Termination", in the case of termination for Cause, shall mean delivery to Executive of a copy of a resolution duly adopted by the Board at a meeting of the Board called and held for that purpose (after not less than 10 days notice to Executive ("Preliminary Notice") and reasonable opportunity for Executive, together with Executive's counsel, to be heard before the Board prior to such vote) finding, that in good faith opinion of the Board, Executive was guilty of conduct constituting Cause and specifying the particulars thereof in detail. The Board shall not later than 30 days after the receipt of the Preliminary Notice by Executive communicate its findings to Executive. A failure by the Board to make its finding of Cause or to communicate its conclusions within such 30-day period shall be deemed to be a finding that Executive was not guilty of conduct constituting Cause.

Any purported termination of Executive's employment with the Company (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to[[Organization A:Organization]] the other party hereto in accordance with Article 9 hereof. For purposes of this Agreement a "Notice of Termination", in the case of termination for Cause, shall mean delivery to[[Organization A:Organization]] Executive of a copy of a resolution duly adopted by the Board at a meeting of the Board called and held for that purpose (after not less than 10 days notice to[[Organization A:Organization]] Executive ("Preliminary Notice") and reasonable opportunity for Executive, together with Executive's counsel, to[[Organization A:Organization]] be heard before the Board prior to[[Organization A:Organization]] such vote) finding, that in good faith opinion of the Board, Executive was guilty of conduct constituting Cause and specifying the particulars thereof in detail. The Board shall not later than 30 days after the receipt of the Preliminary Notice by Executive communicate its findings to[[Organization A:Organization]] Executive. A failure by the Board to[[Organization A:Organization]] make its finding of Cause or to[[Organization A:Organization]] communicate its conclusions within such 30-day period shall be deemed to[[Organization A:Organization]] be a finding that Executive was not guilty of conduct constituting Cause.

Any purportedExecutive’s termination of Executive's employment withshall not be deemed to be for Cause unless and until the Company (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Article 9 hereof. For purposes of this Agreement a "Notice of Termination", in the case of termination for Cause, shall mean deliveryBoard delivers to Executive of a copy of a resolution duly adopted by the Board at a meetingaffirmative vote of not less than three-quarters (3/4) of the Board called and held for that purpose (after reasonable advance written notice (and in any event not less than 10 days noticeten (10) days’ notice) is provided to Executive ("Preliminary Notice")setting forth in reasonable detail the specific conduct alleged to constitute Cause and reasonable opportunity for Executive,which clause of the Cause definition is at issue and Executive is given an opportunity, together with Executive'slegal counsel, to be heard before the Board prior to the vote on such vote) finding,resolution), finding that Executive has engaged in good faith opinionthe conduct set forth in clauses # to and including # above. Executive shall have thirty (30) business days from the delivery of the Board, Executive was guilty of conduct constituting Cause and specifying the particulars thereof in detail. The Board shall not later than 30 days after the receipt of the Preliminary Notice by Executive communicate its findings to Executive. A failurewritten notice by the Board within which to make its finding of Cause orcure acts set forth in clauses # to communicate its conclusions within such 30-day period shall be deemed to be a finding that Executive was not guilty of conduct constituting Cause.# above.

Any purportedA termination of Executive's employmentfor Cause shall not take effect unless there is compliance with the Company (other than by reasonprovisions of death)this paragraph. Executive shall be communicatedgiven written notice by the Company of its intention to terminate him for Cause, such notice # to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and # to be given within 90 days of the Company's learning of such act or acts or failure or failures to act. Executive shall have 20 days after the date that such written Notice of Termination from one party heretonotice has been given to him in which to cure such conduct, to the other party hereto in accordance with Article 9 hereof. For purposesextent such cure is possible. If he fails to cure such conduct, Executive shall then be entitled to a hearing before the Board. Such hearing shall be held within 25 days of this Agreement a "Noticesuch notice to Executive, provided he requests such hearing within 10 days of Termination", in the casewritten notice from the Company of terminationthe intention to terminate him for Cause, shall mean delivery toCause. If, within five days following such hearing, Executive of a copy of a resolution duly adoptedis furnished written notice by the Board at a meetingconfirming that, in its judgment, grounds for Cause on the basis of the Board called and heldoriginal notice exist, he shall thereupon be terminated for that purpose (after not less than 10 days notice to Executive ("Preliminary Notice") and reasonable opportunity for Executive, together with Executive's counsel, to be heard before the Board prior to such vote) finding, that in good faith opinion of the Board, Executive was guilty of conduct constituting Cause and specifying the particulars thereof in detail. The Board shall not later than 30 days after the receipt of the Preliminary Notice by Executive communicate its findings to Executive. A failure by the Board to make its finding of Cause or to communicate its conclusions within such 30-day period shall be deemed to be a finding that Executive was not guilty of conduct constituting Cause.

Notice of Termination. Any purported termination of Executive's employment withby the Company (other thanfor Cause, or by reason of death)the Executive for Good Reason, shall be communicated by written Notice of Termination from one party hereto to the other party hereto given in accordance with Article 9 hereof.[Section 14(b)] of this Agreement. For purposes of this AgreementAgreement, a "Notice of Termination", means a written notice which # indicates the specific termination provision in this Agreement relied upon, # to the case ofextent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination for Cause, shall mean delivery to Executive of a copy of a resolution duly adopted by the Board at a meeting of the Board calledExecutive's employment under the provision so indicated, and held for that purpose (after# if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not lessmore than 10 days notice to Executive ("Preliminary Notice") and reasonable opportunity for Executive, together with Executive's counsel, to be heard before the Board prior to such vote) finding, that in good faith opinion of the Board, Executive was guilty of conduct constituting Cause and specifying the particulars thereof in detail. The Board shall not later than 30fifteen calendar days after the receiptgiving of the Preliminary Notice by Executive communicate its findings to Executive. Asuch notice). The failure by the BoardExecutive or the Company to make its findingset forth in the Notice of Termination any facts or circumstances which contribute to a showing of Good Reason or Cause shall not waive any right of the Executive or to communicate its conclusions withinthe Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such 30-day period shall be deemed to be a finding that Executive was not guilty of conduct constituting Cause.facts or circumstances in enforcing the Executive's or the Company's rights hereunder.

Notice of Termination. Any purported termination of Executive's employment withby the Company (other thanfor Cause, or by reason of death)the Executive for Good Reason, shall be communicated by written Notice of Termination from one party hereto to the other party hereto given in accordance with Article 9 hereof.Section 12(b) of this Agreement. For purposes of this AgreementAgreement, a "Notice of Termination", means a written notice which # indicates the specific termination provision in this Agreement relied upon, # to the case ofextent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination for Cause, shall mean delivery to Executive of a copy of a resolution duly adopted by the Board at a meeting of the Board calledExecutive's employment under the provision so indicated, and held for that purpose (after# if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not lessmore than 10 days notice to Executive ("Preliminary Notice") and reasonable opportunity for Executive, together with Executive's counsel, to be heard before the Board prior to such vote) finding, that in good faith opinion of the Board, Executive was guilty of conduct constituting Cause and specifying the particulars thereof in detail. The Board shall not later than 30thirty days after the receiptgiving of the Preliminary Notice by Executive communicate its findings to Executive. Asuch notice). The failure by the BoardExecutive or the Company to make its findingset forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or to communicate its conclusions withinthe Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such 30-day period shall be deemed to be a finding that Executive was not guilty of conduct constituting Cause.fact or circumstance in enforcing the Executive's or the Company's rights hereunder.

Notice of Termination. Any purported termination of Executive's employment withby the Company (other thanfor Cause, or by reason of death)the Executive for Good Reason, shall be communicated by written Notice of Termination from one party hereto to the other party hereto given in accordance with Article 9 hereof.Section 15(b) of this Agreement. For purposes of this AgreementAgreement, a "Notice of Termination", means a written notice which # indicates the specific termination provision in this Agreement relied upon, # to the case ofextent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination for Cause, shall mean delivery to Executive of a copy of a resolution duly adopted by the Board at a meeting of the Board calledExecutive's employment under the provision so indicated, and held for that purpose (after# if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not lessmore than 10 days notice to Executive ("Preliminary Notice") and reasonable opportunity for Executive, together with Executive's counsel, to be heard before the Board prior to such vote) finding, that in good faith opinion of the Board, Executive was guilty of conduct constituting Cause and specifying the particulars thereof in detail. The Board shall not later than 30fifteen calendar days after the receiptgiving of the Preliminary Notice by Executive communicate its findings to Executive. Asuch notice). The failure by the BoardExecutive or the Company to make its findingset forth in the Notice of Termination any facts or circumstances which contribute to a showing of Good Reason or Cause shall not waive any right of the Executive or to communicate its conclusions withinthe Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such 30-day period shall be deemed to be a finding that Executive was not guilty of conduct constituting Cause.facts or circumstances in enforcing the Executive's or the Company's rights hereunder.

Notice of Termination. Any purportednotice of termination of Executive'the Executive’s employment with the Company (other than by reason of death)under this Agreement shall be communicated by written Notice of Termination from one party heretoin writing and delivered to the other party heretoas provided in accordance with Article 9 hereof. For purposes of this Agreement a "Notice of Termination", inSection 13 and shall specify the case of termination for Cause, shall mean delivery to Executive of a copy of a resolution duly adoptedprovision relied upon by the Board atparty giving such notice. The Executive shall have a meeting of the Board called and held for that purpose (after not less than 10 days notice to Executive ("Preliminary Notice") and reasonable opportunity for Executive, together with Executive's counsel, to be heard beforeby the Board prior to such vote) finding, thatany termination for a “Cause” described in good faith opinion(a), (c) or (d) of the Board, Executive was guiltydefinition of conduct constituting Cause and specifying the particulars thereof in detail. The Board shall not later than 30 days after the receipt of the Preliminary Notice by Executive communicate its findings to Executive. A failure by the Board to make its finding of Cause or to communicate its conclusions within such 30-day period shall be deemed to be a finding that Executive was not guilty of conduct constituting Cause.“Cause”.

Notice of Termination. Any purported termination of Executive's employment withby the Company (other thanfor Cause, or by reason of death)the Executive for Good Reason, shall be communicated by written Notice of Termination from one party hereto to the other party hereto given in accordance with Article 9 hereof.Section 12(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which # indicates the specific termination provision in this Agreement relied upon, # to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a "Notice of Termination", in the case ofbasis for termination for Cause, shall mean delivery to Executive of a copy of a resolution duly adopted by the Board at a meeting of the Board calledExecutive’s employment under the provision so indicated, and held for that purpose (after# if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not lessmore than 10 days notice to Executive ("Preliminary Notice") and reasonable opportunity for Executive, together with Executive's counsel, to be heard before the Board prior to such vote) finding, that in good faith opinion of the Board, Executive was guilty of conduct constituting Cause and specifying the particulars thereof in detail. The Board shall not later than 30thirty days after the receiptgiving of the Preliminary Notice by Executive communicate its findings to Executive. Asuch notice). The failure by the BoardExecutive or the Company to make its findingset forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or to communicate its conclusions withinthe Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such 30-day period shall be deemed to be a finding that Executive was not guilty of conduct constituting Cause.fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

Notice of Termination. Any purported termination of Executive's employment withby the Company (other thanfor Cause or by reason of death) shallExecutive for Good Reason will be communicated by written Noticea notice of Termination from one party heretotermination to the other party hereto given in accordance with Article 9 hereof. For purposesSection 10(a) of this Agreement. Such notice will indicate the specific termination provision in this Agreement relied upon, will set forth in reasonable detail the facts and circumstances claimed to provide a "Notice of Termination", inbasis for termination under the case ofprovision so indicated, and will specify the termination for Cause, shall mean delivery to Executive of a copy of a resolution duly adopted by the Board at a meeting of the Board called and held for that purpose (afterdate (which will be not lessmore than 10 days notice to Executive ("Preliminary Notice") and reasonable opportunity for Executive, together with Executive's counsel, to be heard before the Board prior to such vote) finding, that in good faith opinion of the Board, Executive was guilty of conduct constituting Cause and specifying the particulars thereof in detail. The Board shall not later than 30thirty (30) days after the receiptgiving of the Preliminary Noticesuch notice). The failure by Executive communicate its findings to Executive. A failure byinclude in the Boardnotice any fact or circumstance which contributes to make its findinga showing of CauseGood Reason will not waive any right of Executive hereunder or to communicate its conclusions withinpreclude Executive from asserting such 30-day period shall be deemed to be a finding that Executive was not guilty of conduct constituting Cause.fact or circumstance in enforcing his or her rights hereunder.