Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean # repeated violations by the Executive of the Executive's obligations 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 reasonable period of time after receipt of written notice from the Company specifying such violations or # the conviction of the Executive of a felony involving an act of dishonesty intended to result in substantial personal enrichment at the expense of the Company or its Affiliated Companies.

Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean # repeated violations by the Executive of the Executive's obligations under Section 4[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 reasonable period of time after receipt of written notice from the Company specifying such violations # material violation of the Company’s Code of Business Conduct & Ethics; # intentional misconduct that results in financial or reputational harm to the Company or its Affiliated Companies; # violation of the Protective Covenants set forth in [Section 11] below; or # the conviction of the Executive of a felony involving an act of dishonesty intended to result in substantial personal enrichment at the expense of the Company or its Affiliated Companies.

Termination by Company for Cause. The Company may terminate the Executive'Executive’s employment during the Employment Periodimmediately upon notice for Cause. For purposes of this Agreement, "Cause" shall mean # repeated violations by the Executive of the Executive's obligations 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 reasonable period of time after receipt of written notice from the Company specifying such violations or“Cause” means # the Executive’s conviction of the Executive of a felony involving an actor a crime of dishonestymoral turpitude; # the Executive’s commission of unauthorized acts intended to result in substantialthe 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 its Affiliated Companies.dereliction of duty, provided as to any termination pursuant to [subsection (iii)], a majority of the members of the Board shall first approve such “Cause” termination before the Company effectuates such termination of employment.

Cause. TheAt any time during the Employment Period, the Company may terminate this Agreement and the Executive'Executive’s employment during the Employment Periodhereunder for Cause. For purposes of this Agreement, "Cause"“Cause” shall meanmean: # repeated violationsthe willful and continued failure of the Executive to perform substantially his duties and responsibilities to the Company (other than any such failure resulting from the Executive’s death or Disability) after a written demand by the Board for substantial performance is delivered to the Executive by the Company, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties and responsibilities, which willful and continued failure is not cured by the Executive of the Executive's obligations 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 reasonable period of time afterwithin thirty (30) days following his receipt of such written notice from the Company specifying such violations ordemand; # the conviction of, or plea of guilty or nolo contendere to, a felony, or # fraud, dishonesty or gross misconduct which is materially and demonstratively injurious to the ExecutiveCompany. Termination under [clauses (b) or (c) of a felony involving an act of dishonesty intendedthis Section 11(c)(1)] shall not be subject to result in substantial personal enrichment at the expense of the Company or its Affiliated Companies.cure.

Cause. TheAt any time during the Employment Period, the Company may terminate this Agreement and the Executive'Executive’s employment during the Employment Periodhereunder for Cause. For purposes of this Agreement, "Cause"“Cause” shall meanmean: # repeated violationsthe willful and continued failure of the Executive to perform substantially his duties and responsibilities for the Company (other than any such failure resulting from the Executive’s death or Disability) after a written demand by the Board for substantial performance is delivered to the Executive by the Company, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties and responsibilities, which willful and continued failure is not cured by the Executive of the Executive's obligations 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 reasonable period of time afterwithin thirty (30) days following his receipt of such written notice from the Company specifying such violations ordemand; # the conviction of, or plea of guilty or nolo contendere to, a felony, or # fraud, dishonesty or gross misconduct which is materially and demonstratively injurious to the ExecutiveCompany. Termination under [clauses (b) or (c) of a felony involving an act of dishonesty intendedthis Section 11(c)(1)] shall not be subject to result in substantial personal enrichment at the expense of the Company or its Affiliated Companies.cure.

Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For the sole and exclusive purposes of this Agreement, "Cause" shall mean # repeated violations by the Executive of the Executive's obligations 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 reasonable period of time after receipt of written notice from the Company specifying such violations or # the conviction of the Executive of a felony involving an act of dishonesty intended to result in substantial personal enrichment at the expense of the Company or its Affiliated Companies.mean:

Cause. The Company may terminate the Executive'Executive’s employment during the Employment Period for Cause. For purposes of this Agreement, "Cause"Agreement only, the Company shall meanhave “Cause” to terminate the Executive’s employment hereunder only upon # repeated violationsthe willful and continued failure of the Executive to attempt to perform substantially his duties with the Company (other than any such failure resulting from Disability), after a demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company, which specifically identifies the manner in which the Executive has not attempted to substantially perform his duties, or # the engaging by the Executive in willful misconduct which is materially injurious to the Company, monetarily or otherwise. For purposes of this Section 3(d), no act, or failure to act, on the part of the Executive's obligations under Section 4 of this Agreement (other than as a result of incapacity dueExecutive shall be considered “willful” unless it is done, or omitted to physical or mental illness) which are demonstrably willful and deliberate onbe done, by the Executive's part, which are committedExecutive in bad faith orand without reasonable belief that such violations arethe Executive’s action or omission was in the best interests of the Company and which are not remedied inCompany. Any act, or failure to act, based upon authority given pursuant to a reasonable period of time after receipt of written notice fromresolution duly adopted by the Company specifying such violationsBoard or #upon the convictioninstructions of the Chief Executive of a felony involving an act of dishonesty intended to result in substantial personal enrichment at the expenseOfficer of the Company or its Affiliated Companies.a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of at least 3/4 of the Board (excluding the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board) finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth in the second sentence of this Section 3(d) and specifying the particulars thereof.

Cause. The Company may terminate this Agreement and the Executive'Executive’s employment during the Employment Periodhereunder for Cause. For purposes of this Agreement, "Cause"“Cause” shall meanmean: # repeated violationsany act of material insubordination on the part of the Executive; # the engaging by the Executive in misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or any of its divisions, subsidiaries or affiliates, monetarily or otherwise; # any conviction of, or plea of guilty or nolo contendere to, the Executive with respect to a felony (other than a traffic violation); # the commission (or attempted commission) of any act of fraud or dishonesty by the Executive which is materially detrimental to the business or reputation of the Company or any of its divisions, subsidiaries or affiliates; # the engaging by the Executive in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of [Section 304] of The Sarbanes Oxley Act of 2002; # the Executive’s breach of any of the covenants set forth in Article IV of this Agreement; or # the Executive’s refusal to follow reasonable and lawful directives of the Board of Directors or the Chief Executive Officer without a valid reason for such refusal. The right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company for a material breach by the Executive of the Executive'shis obligations 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 reasonable period of time after receipt of written notice from the Company specifying such violations or # the conviction of the Executive of a felony involving an act of dishonesty intended to result in substantial personal enrichment at the expense of the Company or its Affiliated Companies.(“Material Breach”).

Cause. The"Cause" for termination by the Company may terminateof Executive's employment, shall mean # an action by Executive involving willful malfeasance in connection with his employment which results in material harm to the Executive's employment duringCompany, # a material and continuing breach by Executive of the Employment Periodterms of this 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 # had reason to believe that such conduct or event could be grounds for Cause. For purposes of this Agreement, "Cause"definition, no act, or failure to act, on Executive's part shall mean # repeated violationsbe deemed "willful" unless done, or omitted to be done, by the Executive of the Executive's obligations under Section 4 of this Agreement (other than as a result of incapacity due to physical or mental illness) which are demonstrably willfulnot in good faith and deliberate on the Executive's part, which are committed in bad faith or without reasonable belief that such violations areExecutive's act, or failure to act, was in the best interestsinterest of the Company and which are not remedied in a reasonable period of time after receipt of written notice from the Company specifying such violations or # the conviction of the Executive of a felony involving an act of dishonesty intended to result in substantial personal enrichment at the expense of the Company or its Affiliated Companies.subsidiaries.

For Cause. The Company may terminate the Executive'Executive’s employment duringat any time for Cause (as defined below); provided, however, with respect to [subsections 3(a)(i) and (vi)])], before terminating the Employment PeriodExecutive for Cause.Cause, the Company shall be required first to give the Executive written notice of any alleged violation of said provision and a period of fifteen (15) days after receipt of such notice to cure such violation. For the purposes of this Agreement, "Cause"“Cause” shall mean the occurrence of one or more of the following: # repeated violationshabitual drunkenness or any substance abuse which adversely affects the Executive’s performance of the Executive’s job responsibilities, # commission of a felony, # dishonesty materially relating to the Executive’s employment, # personal misconduct by the Executive which would cause the Company to violate any state or federal law relating to sexual harassment, sex or other prohibited discrimination, or any intentional violation of any written policy of the Executive'Company or any successor entity adopted in respect to any such law, # conduct in the performance of the Executive’s obligations under Section 4 of this Agreement (other thanemployment which the Executive knows or should reasonably be expected to know (either as a result of incapacity due to physicala prior warning by the Company, custom within the industry 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 interestsflagrant nature of the Company and which are not remedied in a reasonable period of time after receipt of written notice from the Company specifying such violations or # the conviction of the Executive of a felony involving an act of dishonesty intended to result in substantial personal enrichment at the expense of the Company or its Affiliated Companies.conduct)