Termination by the Company for Cause. The Company may, at any time and without notice, terminate the Executive for "cause". Termination by the Company of the Executive for "cause" shall include but not be limited to termination based on any of the following grounds: # failure to perform the duties of the Executive's position in a satisfactory manner; # fraud, misappropriation, embezzlement or acts of similar dishonesty; # illegal use of drugs or excessive use of alcohol in the workplace; # intentional and willful misconduct that may subject the Company to criminal or civil liability; # willful disregard of Company policies and procedures; # breach of any of the material terms of this Agreement; and # insubordination or deliberate refusal to follow the specific instructions of the Board of Directors of [[the Company:Organization]].

Termination by the Company for Cause. The Company may, at any time and without notice,may terminate the ExecutiveExecutive’s employment immediately upon notice for "cause". Termination byCause. For purposes of this Agreement, “Cause” means # the Executive’s conviction of a felony or a crime of moral turpitude; # the Executive’s commission of unauthorized acts intended to result in the Executive’s personal enrichment at the material expense of the Company; or # the Executive’s material violation of the Executive’s duties or responsibilities to the Company which constitute willful misconduct or dereliction of duty, provided as to any termination pursuant to [subsection (iii)], a majority of the Executive for "cause" shall include but not be limited to termination based on any of the following grounds: # failure to perform the duties of the Executive's position in a satisfactory manner; # fraud, misappropriation, embezzlement or acts of similar dishonesty; # illegal use of drugs or excessive use of alcohol in the workplace; # intentional and willful misconduct that may subject the Company to criminal or civil liability; # willful disregard of Company policies and procedures; # breach of any of the material terms of this Agreement; and # insubordination or deliberate refusal to follow the specific instructionsmembers of the Board shall first approve such “Cause” termination before the Company effectuates such termination of Directors of [[the Company:Organization]].employment.

“Termination for Cause” shall mean the Company’s termination of Executive’s employment for any of the following reasons: (i) Executive’s commission of any act of fraud, embezzlement or dishonesty, (ii) the arrest or conviction of Executive, or the entry of a plea of nolo contendere by Executive, for a felony; (iii) Executive’s unauthorized use or disclosure of any confidential information or trade secrets of the Company, (iv) the disclosing or using of any material confidential information of Company at any time by Executive, except as required in connection with his duties to the Company, (v) Executive’s violation of a published Company policy which stipulates the Executive may be terminated by the Company for Cause. The Company may, at any time and without notice, terminatecause; or (vi) Executive’s continued failure, in the Executive for "cause". Termination by the Companyreasonable good faith determination of the Board (excluding Executive for "cause" shall include but not be limited to termination based on any of the following grounds: # failuretherefrom), to perform the dutiesmajor duties, functions and responsibilities of the Executive'Executive’s position in a satisfactory manner; # fraud, misappropriation, embezzlement or acts of similar dishonesty; # illegal use of drugs or excessive use of alcohol in the workplace; # intentional and willful misconduct that may subjectafter written notice from the Company to criminal or civil liability; # willful disregardidentifying the deficiencies in Executive’s performance and a reasonable cure period of Company policies and procedures; # breach of any of the material terms of this Agreement; and # insubordination or deliberate refusal to follow the specific instructions of the Board of Directors of [[the Company:Organization]].not less than thirty (30) days.

Termination by the Company for Cause. The Company may, at any time and without notice,may terminate the ExecutiveExecutive's employment during the Employment Period for "cause". TerminationCause. For purposes of this Agreement, "Cause" shall mean # repeated violations by the Company of the Executive for "cause" shall include but not be limited to termination based on any of the following grounds: # failure to perform the duties of the Executive's positionobligations under [Section 4] of this Agreement (other than as a result of incapacity due to physical or mental illness) which are demonstrably willful and deliberate on the Executive's part, which are committed in bad faith or without reasonable belief that such violations are in the best interests of the Company and which are not remedied in a satisfactory manner;reasonable period of time after receipt of written notice from the Company specifying such violations # fraud, misappropriation, embezzlement or actsmaterial violation of similar dishonesty; # illegal usethe Company’s Code of drugs or excessive use of alcohol in the workplace;Business Conduct & Ethics; # intentional and willful misconduct that may subjectresults in financial or reputational harm to the Company to criminal or civil liability;its Affiliated Companies; # willful disregard of Company policies and procedures; # breach of anyviolation of the material terms of this Agreement; andProtective Covenants set forth in [Section 11] below; or # insubordination or deliberate refusal to follow the specific instructionsconviction of the BoardExecutive of Directorsa felony involving an act of [[dishonesty intended to result in substantial personal enrichment at the Company:Organization]].expense of the Company or its Affiliated Companies.

Termination by the Company for Cause. The Company may, at any time and without notice,may terminate the ExecutiveExecutive's employment during the Employment Period for "cause". TerminationCause. For purposes of this Agreement, "Cause" shall mean # repeated violations by the Company of the Executive for "cause" shall include but not be limited to termination based on any of the following grounds: # failure to perform the duties of the Executive's positionobligations under Section 4 of this Agreement (other than as a result of incapacity due to physical or mental illness) which are demonstrably willful and deliberate on the Executive's part, which are committed in bad faith or without reasonable belief that such violations are in the best interests of the Company and which are not remedied in a satisfactory manner; # fraud, misappropriation, embezzlement or actsreasonable period of similar dishonesty; # illegal usetime after receipt of drugs or excessive use of alcohol in the workplace; # intentional and willful misconduct that may subjectwritten notice from the Company to criminalspecifying such violations or civil liability; # willful disregard of Company policies and procedures; # breach of anythe conviction of the material termsExecutive of this Agreement; and # insubordination or deliberate refusala felony involving an act of dishonesty intended to followresult in substantial personal enrichment at the specific instructionsexpense of the Board of Directors of [[the Company:Organization]].Company or its Affiliated Companies.

TerminationDischarge by the Company forFor Cause. The Company may, at any time and without notice, terminateDuring the Executive for "cause". TerminationTerm, the Executive’s employment may be terminated by the Company (which shall also constitute a termination of this Agreement) immediately upon written notice to the Executive for "cause"by the Board, detailing the circumstances constituting Cause. As used herein, “Cause” shall include but not be limited to termination based onmean any one or more of the following grounds:that continues uncured for thirty (30) days following receipt of written notice to Executive from the Board setting forth in detail the circumstances constituting Cause: # failure to perform the duties of the Executive's position in a satisfactory manner; # fraud, misappropriation, embezzlement or acts of similar dishonesty; # illegal use of drugs or excessive use of alcohol in the workplace; # intentional and willful misconduct that may subject the Company to criminal or civil liability; # willful disregard of Company policies and procedures; # breach of any of the material terms of this Agreement; and # insubordination or deliberate refusal to follow the specific instructionsreasonable written direction of the Board (other than by reason of DirectorsDisability); # the Executive’s commission of [[any crime, the Company:Organization]].underlying conduct of which is job related such that it is consistent with business necessity to terminate Executive’s employment; # the Executive’s willful material false statement regarding the Company’s business to the Board, shareholders of the Company, any lender or insurer, or a regulatory authority; # the Executive’s breach of this Agreement in any material respect (other than by reason of Disability); or # other intentional conduct that is or could reasonably be expected to be materially harmful to the business interests or reputation of the Company. Immediately upon termination for Cause, the Company shall pay Executive all compensation, benefits and reimbursable expenses, accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive.

Termination by the Company for Cause. The Company may,may terminate the Executive's employment at any time and without notice, terminatefor Cause (as defined below). If the Executive for "cause". Termination by the Company of the Executive for "cause" shall include but not be limitedExecutive's employment is terminated pursuant to termination based on any of the following grounds: # failure to perform the dutiesthis Section 5(c), all of the Executive's positionrights and all of the Company's obligations hereunder shall immediately terminate. As used in a satisfactory manner;this section, "Cause" shall mean # fraud, misappropriation, embezzlement or actswillful conduct on the part of similar dishonesty;the Executive that is materially injurious to the Company, its members or affiliates, # the conviction of a felony or the intentional commission of an illegal use of drugsact or excessive use of alcoholan immoral act that has material negative impact on the Company, or # if the Board determines that the Executive has failed in the workplace; # intentional and willful misconduct that may subjectperformance of his duties owed to the CompanyCompany. In the event of termination under 5(c)(iii), the Executive shall be given written notification by the Board to criminal or civil liability; # willful disregard of Company policies and procedures; # breach of anybe "on Notice," with specific indications of the material termsdeficiencies noted, and if after 90 days following a written notification that the Executive is "on Notice" the Board determines that the Executive continues to fail in his performance by failure to cure the specific deficiencies to the reasonable satisfaction of the Board, the Board may terminate the Executive "for Cause" under 5(c)(iii).The Executive's obligations and the Company's rights under Section 5, 6, 7 and 8 shall survive the termination of this Agreement;Agreement and # insubordination or deliberate refusal to follow the specific instructionsExecutive shall be paid the unpaid portion of the BoardBase Salary earned up to the date of Directors of [[the Company:Organization]].such termination.

Termination by the Company for Cause. The Company may,may terminate Executive for cause at any time and without notice, terminate the Executive for "cause". Termination by the Company of the Executive for "cause" shall include but not be limited to termination based onif any of the following grounds: # failure to perform the duties of the Executive's position in a satisfactory manner; # fraud, misappropriation, embezzlement or acts of similar dishonesty; # illegal use of drugs or excessive use of alcohol in the workplace; # intentional and willful misconduct that may subject the Company to criminal or civil liability; # willful disregard of Company policies and procedures; # breach of any of the material terms of this Agreement; and # insubordination or deliberate refusal to follow the specific instructions of the Board of Directors of [[the Company:Organization]].events ("Cause") have occurred:

Terminationupon the termination of the Executive by the Company for Cause. The Company may, at any timeFor purposes of this Agreement, “Cause” shall mean the Executive’s failure to substantially perform his obligations under this Agreement, or the Executive’s willful engagement in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company, provided that no act or failure to act by the Executive shall be considered “willful” unless it is done, or omitted to be done, in bad faith and without notice, terminatereasonable belief that the Executive for "cause". Termination byExecutive’s action or omission was in the Companybest interests of the Executive for "cause" shall include but not be limited to termination based on any of the following grounds: # failure to perform the duties of the Executive's position in a satisfactory manner; # fraud, misappropriation, embezzlement or acts of similar dishonesty; # illegal use of drugs or excessive use of alcohol in the workplace; # intentional and willful misconduct that may subject the Company to criminal or civil liability; # willful disregard of Company policies and procedures; # breach of any of the material terms of this Agreement; and # insubordination or deliberate refusal to follow the specific instructions of the Board of Directors of [[the Company:Organization]].Company;

Termination by the Company"Cause" for Cause. The Company may, at any time and without notice, terminate the Executive for "cause". Terminationtermination by the Company of Executive's employment, shall mean # an action by Executive involving willful malfeasance in connection with his employment which results in material harm to the Company, # a material and continuing breach by Executive for "cause" shall include but not be limited to termination based on any of the following grounds: # failure to perform the duties of the Executive's position in a satisfactory manner; # fraud, misappropriation, embezzlement or acts of similar dishonesty; # illegal use of drugs or excessive use of alcohol in the workplace; # intentional and willful misconduct that may subject the Company to criminal or civil liability; # willful disregard of Company policies and procedures; # breach of any of the material terms of this Agreement;Agreement which breach is not cured within 60 days after Executive receives written notice from the Company of any such breach or # Executive being convicted of a felony. Termination of Executive for Cause shall be communicated by a Notice of Termination given within six months after the Board both # had knowledge of conduct or an event allegedly constituting Cause and # insubordinationhad reason to believe that such conduct or deliberate refusalevent could be grounds for Cause. For purposes of this definition, no act, or failure to followact, on Executive's part shall be deemed "willful" unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive's act, or failure to act, was in the specific instructionsbest interest of the Board of Directors of [[the Company:Organization]].Company and its subsidiaries.