Termination by the Company for Cause. The Company and the Employer may terminate the Executive’s employment hereunder for Cause by a two-thirds vote of the members of the Board, excluding the vote of the Executive, at a meeting of the Board called for the purpose. For purposes of this Agreement, “Cause” shall mean: # conduct by the Executive constituting a material act of misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or the Employer or any of its or their subsidiaries or affiliates other than the occasional, customary and de minimis use of Company or Employer property for personal purposes; # the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury or reputational harm to the Company, the Employer or any of its or their subsidiaries and affiliates if he were retained in his position; or # a material breach of the Executive’s obligations under a written agreement with the Company and the Employer, including without limitation, such a breach of this Agreement including without limitation, a material breach of Section 8 of this Agreement; provided that in the cases covered by clauses (i) and (iii), the Executive first shall have received written notice of the misconduct or breach alleged to constitute Cause and shall have failed to cure such misconduct or breach within 30 days following receipt of such notice from the Board. If the Executive cures the Cause condition within said 30-day period, Cause shall be deemed not to have occurred.

Termination by1"> the Company for Cause. The Company and the Employer may terminate the Executive’s employment hereunder for 3">Cause by a two-thirds vote of the members of the Board, excluding the vote of the Executive, at a meeting of the Board called for the purpose.3">Cause. For purposes of this Agreement, “Cause” shall mean: # 5">conduct by the Executive constituting a material5">an act of 7">gross misconduct9"> by Executive in connection with the performance of his duties, 11">including, without limitation,11">which results in, or is reasonably likely to result in, material injury or reputational harm to the Company or the Employer: # misappropriation of funds or property of the Company or the Employer or any of its or their subsidiaries or affiliates other than the occasional, customary and de minimis use of Company or Employer property for personal purposes; # the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or 13">fraud, or any conduct by the Executive that would reasonably be expected to result in material injury or reputational harm to the Company, the Employer or any of its or their subsidiaries and affiliates if he were retained in his position;13">fraud; or # a material breach of the Executive’s obligations under a written agreement with the Company and the Employer, including without limitation, such a breach of this Agreement including without limitation, a material breach of Section 15">815">7 of this Agreement; provided that in the cases covered by clauses (i) and 17">(iii)17">(iv), the Executive first shall have received written notice of the misconduct or breach alleged to constitute Cause and shall have failed to cure such misconduct or breach within 30 days following receipt of such notice from the 19">Board.19">Company. If the Executive cures the Cause condition within said 30-day period, Cause shall be deemed not to have occurred.

Termination by1"> the Company for Cause. The Company3"> and the Employer may terminate the Executive’s employment hereunder for 5">Cause by a two-thirds vote of the members of the Board, excluding the vote of the Executive, at a meeting of the Board called for the purpose.5">Cause. For purposes of this Agreement, “Cause” shall mean: # conduct by the Executive constituting a material act of misconduct in connection with the performance of his duties, including, without limitation, 7">willful failure or refusal to perform material responsibilities that have been requested by the Board, misappropriation of funds or property of the Company or 9">the Employer or any of its11"> or their subsidiaries or affiliates other than the occasional, customary and de minimis use of Company 13">or Employer property for personal 15">purposes;15">purposes, or dishonesty to the Board with respect to any material matter; # the commission by the Executive of any17"> acts satisfying the elements of felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury or reputational harm to the 19">Company, the Employer19">Company or any of its 21">or their subsidiaries 23">and23">or affiliates if he were retained in his position; 25">or # 27">a material breach27">continued non-performance by the Executive of his duties hereunder (other than by reason of the Executive’s 29">obligations under a29">physical or mental illness, incapacity or disability) which has continued for more than 30 days following written 31">agreement with31">notice of such non-performance from the 33">Company and the Employer, including without limitation, such33">CEO; # a breach 35">by the Executive of 37">this Agreement including without limitation, a material breach37">any of39"> the provisions contained in Section 8 of this 41">Agreement; provided that in41">Agreement or the 43">cases covered43">Restrictive Covenants Agreements; # a material violation by45"> clauses (i) and (iii), the Executive 47">first shall have received written notice of the 49">misconduct49">Company’s written employment policies; or 51">breach alleged51"># failure to 53">constitute Cause and shall have failed53">cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to 55">cure55">cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such 57">misconduct57">investigation or 59">breach within 30 days following receipt59">the inducement of 61">others to fail to cooperate or to produce documents or other materials in connection with such 63">notice from the Board. If the Executive cures the Cause condition within said 30-day period, Cause shall be deemed not to have occurred.63">investigation.

Termination by1"> the Company for Cause. The Company3"> and the Employer may terminate the Executive’s employment hereunder for 5">Cause by a two-thirds vote of the members of the Board, excluding the vote of the Executive, at a meeting of the Board called for the purpose.5">Cause. For purposes of this Agreement, “Cause” shall mean: # conduct by the Executive constituting a material act of misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or 7">the Employer or any of its9"> or their subsidiaries or affiliates other than the occasional, customary and de minimis use of Company11"> or Employer property for personal purposes; # the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury or reputational harm to the 13">Company, the Employer13">Company or any of its 15">or their subsidiaries 17">and17">or affiliates if he were retained in his position; 19"># substantial non-performance by the Executive of his duties hereunder (other than by reason of the Executive’s physical or21"> mental illness, incapacity or disability) which has continued without improvement for more than 60 days following written notice of such non-performance from the CEO; # breach by the Executive of any of the provisions contained in Section 7 of this Agreement; # a material 23">breach23">violation by the Executive of the 25">Executive’25">Company’s 27">obligations under27">written employment policies; or # failure to cooperate with a 29">written agreement with29">bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company 31">and31">to cooperate, or the 33">Employer, including without limitation,33">willful destruction or failure to preserve documents or other materials known to be relevant to such 35">a breach35">investigation or the inducement of 37">this Agreement including without limitation, a material breach of Section 8 of this Agreement; provided that37">others to fail to cooperate or to produce documents or other materials in 39">the cases covered by clauses (i) and (iii), the Executive first shall have received written notice of the misconduct or breach alleged to constitute Cause and shall have failed to cure39">connection with such 41">misconduct or breach within 30 days following receipt of such notice from the Board. If the Executive cures the Cause condition within said 30-day period, Cause shall be deemed not to have occurred.41">investigation.

Termination by1"> the Company for Cause. The Company3"> and the Employer may terminate the Executive’s employment hereunder for 5">Cause by a two-thirds vote of the members of the Board, excluding the vote of the Executive, at a meeting of the Board called for the purpose.5">Cause. For purposes of this Agreement, “Cause” shall mean: # conduct by the Executive constituting a material act of misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or 7">the Employer or any of its9"> or their subsidiaries or affiliates other than the occasional, customary and de minimis use of Company11"> or Employer property for personal purposes; # the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury or reputational harm to the 13">Company, the Employer13">Company or any of its 15">or their subsidiaries and affiliates if 17">he17">they were retained in his position; 19">or #21"> unsatisfactory performance by the Executive of a material 23">breach23">responsibility (other than by reason of the Executive’s 25">obligations under a25">physical or mental illness, incapacity or disability) as reasonably determined by the CEO, which has continued for not less than 30 days following written 27">agreement with27">notice from the 29">Company and29">CEO that identifies the 31">Employer, including without limitation, such31">unsatisfactory performance; # a breach 33">by the Executive of 35">this Agreement including without limitation, a material breach35">any of37"> the provisions contained in Section 8 of this Agreement; 39">provided that in the cases covered39"># a material violation by41"> clauses (i) and (iii), the Executive 43">first shall have received written notice of the 45">misconduct45">Company’s written employment policies; or 47">breach alleged47"># failure to 49">constitute Cause and shall have failed49">cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to 51">cure51">cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such 53">misconduct53">investigation or 55">breach within 30 days following receipt55">the inducement of 57">others to fail to cooperate or to produce documents or other materials in connection with such 59">notice from the Board. If the Executive cures the Cause condition within said 30-day period, Cause shall be deemed not to have occurred.59">investigation.

Termination by1"> the Company for Cause. The Company3"> and the Employer may terminate the Executive’s employment hereunder for 5">Cause by a two-thirds vote of the members of the Board, excluding the vote of the Executive, at a meeting of the Board called for the purpose.5">Cause. For purposes of this Agreement, “Cause” shall mean: # conduct by the Executive constituting a material act of misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or 7">the Employer or any of its9"> or their subsidiaries or affiliates other than the occasional, customary and de minimis use of Company11"> or Employer property for personal purposes; # the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury or reputational harm to the 13">Company, the Employer13">Company or any of its 15">or their subsidiaries and affiliates if 17">he17">they were retained in his position; 19">or #21"> unsatisfactory performance by the Executive of a material 23">breach23">responsibility (other than by reason of the Executive’s 25">obligations under a25">physical or mental illness, incapacity or disability) as reasonably determined by the CEO, which has continued for not less than 30 days following written 27">agreement with27">notice from the 29">Company and29">CEO that identifies the 31">Employer, including without limitation, such31">unsatisfactory performance; # a breach 33">by the Executive of 35">this Agreement including without limitation, a material breach35">any of37"> the provisions contained in Section 8 of this Agreement; 39">provided that in the cases covered39"># a material violation by41"> clauses (i) and (iii), the Executive 43">first shall have received written notice of the 45">misconduct45">Company’s written employment policies; or 47">breach alleged47"># failure to 49">constitute Cause and shall have failed49">cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to 51">cure51">cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such 53">misconduct53">investigation or 55">breach within 30 days following receipt55">the inducement of 57">others to fail to cooperate or to produce documents or other materials in connection with such 59">notice from the Board. If the Executive cures the Cause condition within said 30-day period, Cause shall be deemed not to have occurred.59">investigation.

Termination by1"> the Company for Cause. The Company3"> and the Employer may terminate the Executive’s employment hereunder for 5">Cause by a two-thirds vote of the members of the Board, excluding the vote of the Executive, at a meeting of the Board called for the purpose.5">Cause. For purposes of this Agreement, “Cause” shall mean: # conduct by the Executive constituting a material act of misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or 7">the Employer or any of its9"> or their subsidiaries or affiliates other than the occasional, customary and de minimis use of Company11"> or Employer property for personal purposes; # the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury or reputational harm to the 13">Company, the Employer13">Company or any of its15"> or their subsidiaries and affiliates if he were retained in his position; 17"># continued non-performance by the Executive of his duties hereunder (other than by reason of the Executive’s physical or19"> mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such non-performance from the CEO; # a breach by the Executive of any of the provisions containd in Section 7 of this Agreement; # a material 21">breach21">violation by the Executive of the 23">Executive’23">Company’s 25">obligations under25">written employment policies; or # failure to cooperate with a 27">written agreement with27">bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company 29">and29">to cooperate, or the 31">Employer, including without limitation,31">willful destruction or failure to preserve documents or other materials known to be relevant to such 33">a breach33">investigation or the inducement of 35">this Agreement including without limitation, a material breach of Section 8 of this Agreement; provided that35">others to fail to cooperate or to produce documents or other materials in 37">the cases covered by clauses (i) and (iii), the Executive first shall have received written notice of the misconduct or breach alleged to constitute Cause and shall have failed to cure37">connection with such 39">misconduct or breach within 30 days following receipt of such notice from the Board. If the Executive cures the Cause condition within said 30-day period, Cause shall be deemed not to have occurred.39">investigation.

Termination by1"> the Company for Cause. The Company3"> and the Employer may terminate the Executive’s employment hereunder for 5">Cause by a two-thirds vote of the members of the Board, excluding the vote of the Executive, at a meeting of the Board called for the purpose.5">Cause. For purposes of this Agreement, “Cause” shall mean: # conduct by the Executive constituting a material act of misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or 7">the Employer or any of its9"> or their subsidiaries or affiliates other than the occasional, customary and de minimis use of Company11"> or Employer property for personal purposes; # the commission by the Executive of any felony or a misdemeanor involving moral turpitude, 13">deceit, dishonesty13">material deceit or dishonesty, or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury or reputational harm to the 15">Company, the Employer15">Company or any of its 17">or their subsidiaries 19">and19">or affiliates if he were retained in his position; 21"># continued non-performance by the Executive of his duties hereunder (other than by reason of the Executive’s physical or23"> mental illness, incapacity or disability) which has continued for more than 30 days following written notice (with a reasonably detailed summary of such alleged non-performance specified) of such non-performance from the Company’s CEO or the Executive’s direct supervisor; # a breach by the Executive of any of the provisions incorporated into or contained in Section 7 of this Agreement; # a material 25">breach25">violation by the Executive of the 27">Executive’27">Company’s 29">obligations under29">written employment policies; or # failure to cooperate with a 31">written agreement with31">bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company 33">and33">to cooperate, or the 35">Employer, including without limitation,35">willful destruction or failure to preserve documents or other materials known to be relevant to such 37">a breach37">investigation or the inducement of 39">this Agreement including without limitation, a material breach of Section 8 of this Agreement; provided that39">others to fail to cooperate or to produce documents or other materials in 41">the cases covered by clauses (i) and (iii), the Executive first shall have received written notice of the misconduct or breach alleged to constitute Cause and shall have failed to cure41">connection with such 43">misconduct or breach within 30 days following receipt of such notice from the Board. If the Executive cures the Cause condition within said 30-day period, Cause shall be deemed not to have occurred.43">investigation.

Termination by1"> the Company for Cause. The Company3"> and the Employer may terminate the Executive’s employment hereunder for 5">Cause by a two-thirds vote of the members of the Board, excluding the vote of the Executive, at a meeting of the Board called for the purpose.5">Cause. For purposes of this Agreement, “Cause” shall mean: # conduct by the Executive constituting a material act of misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or 7">the Employer or any of its9"> or their subsidiaries or affiliates other than the occasional, customary and de minimis use of Company11"> or Employer property for personal purposes; # the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury or reputational harm to the 13">Company, the Employer13">Company or any of its15"> or their subsidiaries and affiliates if he were retained in his position; 17"># continued non-performance by the Executive of his duties hereunder (other than by reason of the Executive’s physical or19"> mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such non-performance from the CEO; # a breach by the Executive of any of the Continuing Obligations (as defined in Section 7 below); # a material 21">breach21">violation by the Executive of the 23">Executive’23">Company’s 25">obligations under25">written employment policies; or # failure to cooperate with a 27">written agreement with27">bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company 29">and29">to cooperate, or the 31">Employer, including without limitation,31">willful destruction or failure to preserve documents or other materials known to be relevant to such 33">a breach33">investigation or the inducement of 35">this Agreement including without limitation, a material breach of Section 8 of this Agreement; provided that35">others to fail to cooperate or to produce documents or other materials in 37">the cases covered by clauses (i) and (iii), the Executive first shall have received written notice of the misconduct or breach alleged to constitute Cause and shall have failed to cure37">connection with such 39">misconduct or breach within 30 days following receipt of such notice from the Board. If the Executive cures the Cause condition within said 30-day period, Cause shall be deemed not to have occurred.39">investigation.

Termination by1"> the Company for Cause. The Company3"> and the Employer may terminate the Executive’s employment hereunder for 5">Cause by a two-thirds vote of the members of the Board, excluding the vote of the Executive, at a meeting of the Board called for the purpose.5">Cause. For purposes of this Agreement, “Cause” shall mean: # conduct by the Executive constituting a material act of misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or 7">the Employer or any of its9"> or their subsidiaries or affiliates other than the occasional, customary and de minimis use of Company11"> or Employer property for personal purposes; # the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury or reputational harm to the 13">Company, the Employer13">Company or any of its15"> or their subsidiaries and affiliates if he were retained in his position; 17"># continued non-performance by the Executive of his duties hereunder (other than by reason of the Executive’s physical or19"> mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such non-performance from the CEO; # a breach by the Executive of any of the provisions contained in Section 7 of this Agreement; # a material 21">breach21">violation by the Executive of the 23">Executive’23">Company’s 25">obligations under25">written employment policies; or # failure to cooperate with a 27">written agreement with27">bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company 29">and29">to cooperate, or the 31">Employer, including without limitation,31">willful destruction or failure to preserve documents or other materials known to be relevant to such 33">a breach33">investigation or the inducement of 35">this Agreement including without limitation, a material breach of Section 8 of this Agreement; provided that35">others to fail to cooperate or to produce documents or other materials in 37">the cases covered by clauses (i) and (iii), the Executive first shall have received written notice of the misconduct or breach alleged to constitute Cause and shall have failed to cure37">connection with such 39">misconduct or breach within 30 days following receipt of such notice from the Board. If the Executive cures the Cause condition within said 30-day period, Cause shall be deemed not to have occurred.39">investigation.