Common use of Termination for Cause Clause in Contracts

Termination for Cause. The Company may, during the Term, upon notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Cause.”

Termination for Cause. The Company may, during This Agreement shall be terminated and the Term, upon notice to the Executive, terminate the Executive’s Employment under this Employment Agreement employment relationship between Employee and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party Employer shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing be severed as of the date of termination specified in a notice by Employer to Employee, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for the Employee’s own benefit and against the interests of the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any court to take charge of the Employer’s assets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to Section 3.1 this section, Employee shall be paid when due and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used hereinEmployer’s general payroll practices and relevant policies, the term “Cause” shall refer all accrued salary, bonuses (to the termination extent earned), any benefits under any of the ExecutiveEmployer’s Employment as plans under which Employee is a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating participant to the willful full extent of Employee’s rights under such plans, accrued vacation pay and knowing disregard any appropriate reimbursement of the law business expenses incurred by Employee in intentionally committing acts detrimental connection with his duties hereunder, all to the Company other than the Cannabis related business date of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causetermination only.”

Termination for Cause. The Company mayThis Agreement may be terminated for cause as hereinafter defined. "CAUSE" shall mean: (i) Executive's death; (ii) Executive's "PERMANENT DISABILITY," which shall mean Executive's inability, during the Term, upon notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one physical or more mental incapacity, substantially to perform his duties hereunder for a period of the following: six (i6) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Companyconsecutive months; (iii) a material violation by Executive of any applicable material law or regulation respecting the business of Employer or the Bank; (iv) Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of Employer or the Bank, or which disqualifies Executive from serving as an officer or director of Employer or the Bank; (v) the willful and knowing gross dishonesty or negligent failure of the Executive with intent which has to perform his duties hereunder in any material respect; (vi) Executive engages in one or more unsafe or unsound banking practices that have a materially injurious material adverse effect on the business Bank; or (vii) Executive is removed or suspended from banking pursuant to Section 8(e) of the Company; and Federal Deposit Insurance Act, as amended (iv) a willful and material failure the "FDIA"), or any other applicable state or federal law. Executive shall be entitled to consistently discharge his duties under this Employment Agreement which failure continues for at least thirty (30) days following days' prior written notice from of Employer's intention to terminate his employment for any cause (except Executive's death) specifying the Company detailing the area or areas of grounds for such failuretermination, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any conduct or act, if curable, alleged as grounds for such acts or omissions (other than clause (i) above) within thirty (30) days termination, and a reasonable opportunity to present to the Executive Committee his position regarding any dispute relating to the existence of such cause. In the Executive’s receipt event of a notice from dispute regarding Executive's Permanent Disability, each of Executive and Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of Executive's employment with Employer for Cause, then Employer shall only be required to pay Executive his Base Compensation as shall have accrued through the Company finding thateffective date of such termination, in and Employer shall not be obligated to pay any performance bonus with respect to the good faith opinion then current fiscal year of the CompanyEmployer, the Executive is guilty of acts constituting “Causeor have any further obligations to Executive.”

Termination for Cause. The Company may, during the Term, upon notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) NRF may terminate this Agreement, effective upon 60 days’ prior written notice of termination from the Company shall pay the Executive any amount due and owing as Board of the termination date pursuant Directors to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: Asset Manager if (i) Asset Manager engages in any conviction ofact of fraud, misappropriation of funds, or pleading embezzlement against NRF or any of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the companyits subsidiaries; (ii) Asset Manager breaches, in bad faith, any willful and knowing misconduct provision of this Agreement or there is an event of gross negligence on the Executive with intent which part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a materially injurious effect Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the business effects of the Companysuch breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the willful and knowing gross dishonesty Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Executive with intent which Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a materially injurious effect on manner that would allow NRF to qualify as a REIT. Notwithstanding the business of foregoing, if Asset Manager assigns the Company; Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) a willful and material failure with respect to consistently discharge his duties under such assignee shall not constitute grounds for termination by NRF. (b) Asset Manager may terminate this Employment Agreement which failure continues for thirty (30) days following effective upon 60 days’ prior written notice from of termination to NRF in the Company detailing event that NRF shall default in the area performance or areas observance of such failureany material term, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from condition or covenant contained in this Employment Agreement and such default shall have no force continue for a period of 60 days (or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” 90 days if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity NRF takes steps to cure any such acts or omissions (other than clause (i) above) breach within thirty (30) 30 days of the Executive’s receipt of a written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b), Asset Manager shall be entitled to any and all damages and legal remedies arising from the Company finding thator in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causefuture.”

Termination for Cause. The Company may, during shall have the Term, upon notice right to the Executive, terminate the Executive’s Employment employment with the Company at any time without notice for Cause. “Cause” for termination shall be deemed to exist if any of the following circumstances exist in the reasonable judgment of the Company: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Employment Agreement and discharge Agreement; (ii) the Executive for Cause (as defined below) andhas committed theft, in such eventforgery, except as set forth in the proviso to this Section 6.1fraud, neither Party shall have any rights or obligations under Article 2misappropriation, Sections 3.1embezzlement, or Articles 4 and 5any other act of material misconduct against the Company or any of its affiliates; provided, however, that (aiii) the Company shall pay Executive has violated any fiduciary duty owed to the Company; (iv) the Executive is convicted of, or enters a guilty plea or plea of no contest to a felony or any amount due and owing as other crime involving moral turpitude; (v) the Executive is unable to competently perform his duties under this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subjectCompany or that, in each case, has subjected, or if generally known would subject, the Company to Section 3.2), and public ridicule or embarrassment; (bvii) the remaining provisions Executive has violated a material provision of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used hereinhas failed to cure such breach within ten (10) days of receiving written notice thereof, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of except that any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for any felony relating to termination even in the willful and knowing disregard absence of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the companysuch written notice; or (iiviii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on failed to adequately perform the business material duties of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for position after having received thirty (30) days following written notice from specifying the Company detailing reasons why his performance is inadequate and has not cured, to the area satisfaction of the Board of Directors, the inadequate performance within such 30 days. In the event the Executive’s employment is terminated at any time for Cause, the Executive will not receive any Severance Pay, the COBRA Benefit, or areas of any other such failurecompensation or benefits, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement except for accrued but unpaid salary and shall have no force or effect concurrently accrued but unused vacation in accordance with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest policy of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Cause.”

Termination for Cause. The Company may, during (I) City may terminate this Lease Agreement in whole or in part should Lessee fail to utilize the Term, upon notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive Leased Premises for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: purpose(s) stated in Section 1 of this Lease Agreement for a period of ninety (90) days, provided that (i) any conviction of, City may not terminate this Lease Agreement if such failure is due to construction or pleading of nolo contendre by, the Executive for any felony relating to the willful rehabilitation after casualty and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) City may not terminate this Lease Agreement without Mortgagee consent whenever any willful Mortgage encumbers this Lease Agreement. City shall provide Lessee with at least forty-five (45) days advance written notice of its intention to terminate this Lease Agreement for such cause, and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material City shall incur no liability to Lessee for such termination. Lessee’s failure to consistently discharge his duties under include a clause for termination for this Employment reason in any subcontract, purchase order, agreement or any other document or writing related to this Lease Agreement which failure continues shall not subject City to liability to any sublease or other person for thirty (30) days following written notice from the Company detailing the area lost profits or areas of such failure, other than such failure otherwise resulting from his Disability (as defined below); providedor in conjunction with termination for this cause and Lessee expressly waives any damages, that clause (iv) above shall be deemed to be deleted delay damages, or indirect costs which may arise from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes termination of this Section 6.1Lease Agreement in whole or in part for this cause. (II) Subject to the rights of any Mortgagee, no act either party may terminate this Lease Agreement in whole or failure to act, in part for: 1) default on the part of the Executiveother party relating to this Lease Agreement (subject to any cure rights provided herein) in which case, the non-defaulting party shall be considered “willful” if it is doneentitled to all benefits, remedies, or omitted rights afforded by law; or 2) upon or after the happening of any one of the following events: i) The filing by any party of a voluntary petition in bankruptcy; ii) The institution of proceedings in bankruptcy against any party and the adjudication of either party to this Lease Agreement as a bankrupt pursuant to such proceedings; iii) The taking by a court of competent jurisdiction of either party's assets pursuant to proceedings brought under the provisions of any Federal Reorganization Act. Any involuntary proceedings based on insolvency statutes shall not be done, by the Executive in good faith or with reasonable belief that his action or omission was basis for termination unless the party against whom the proceedings are instituted shall fail to secure the dismissal of the proceedings within one hundred twenty (120) days after the filing of such involuntary proceedings; and iv) Subject to Section 26 of this Lease Agreement and the terms and conditions set forth in the best interest Senior Mortgage (as defined herein) and other loan documents secured thereby, damage or destruction of the Company. The Executive shall have Leased Premises by fire, tornado or other casualty to such an extent that they are rendered untenable or substantially unfit for the opportunity purpose for which they were leased unless same may be repaired by City or Lessee using the proceeds of insurance providing coverage for loss to cure any such acts or omissions (other than clause (i) above) within thirty (30) days the structure of the Executive’s receipt of a notice from the Company finding thatLeased Premises if any, in accordance with Section 26 of this Lease Agreement, or, Lessee’s exercise of its option to not maintain, repair or replace damage to the good faith opinion foundation, walls, roof or ceiling of the Company, Leased Premises in accordance with the Executive is guilty provisions of acts constituting “CauseSection 6(A)(I) of this Lease Agreement.”

Termination for Cause. The Company may, during the Term, upon notice to the Executive, may terminate the Executive’s Employment under this Employment Agreement and discharge the Executive 's employment immediately for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have for any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the followingfollowing reasons: (i) any conviction of, an act or pleading acts of nolo contendre by, dishonesty or fraud on the part of the Executive for any felony relating resulting or intended to result directly or indirectly in substantial gain or personal enrichment to which the willful and knowing disregard Executive was not legally entitled at the expense of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business or any of the companyits subsidiaries; (ii) any a willful and knowing misconduct of material breach by the Executive with intent which has a materially injurious effect on of his duties or responsibilities under this Agreement resulting in demonstrably material injury to the business Company or any of the Companyits subsidiaries; (iii) the willful and knowing gross dishonesty Executive's conviction of the Executive with intent which has a materially injurious effect on the business of the Company; and felony or any crime involving moral turpitude, (iv) a willful habitual neglect or insubordination (defined as refusal to execute or carry out directions from the Board or its duly appointed designees) where the Executive has been given written notice of the acts or omissions constituting such neglect or insubordination and material failure the Executive has failed to consistently discharge his duties under this Employment Agreement which failure continues for cure such conduct, where susceptible to cure, within thirty (30) days following such notice, or (v) a material breach by the Executive of any of his obligations under the Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right to terminate the Executive's employment for Cause by giving the Executive written notice from of termination specifying in reasonable detail the Company detailing circumstances constituting such Cause. In the area or areas event of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part termination of the Executive's employment for Cause, the Executive shall be considered “willful” if it is doneentitled to receive only (i) his base salary pursuant to Section 3.1 earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, or omitted such base salary to be donepaid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive in good faith under any other benefit plan or with reasonable belief that his action or omission was in the best interest program of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days Company as of the Executive’s receipt date of a notice from such termination of employment, such compensation and benefits to be paid and at the Company finding that, in the good faith opinion normal time for payment of the Company, the Executive is guilty of acts constituting “Causesuch compensation and benefits and (iii) any reimbursement amounts owing under Section 4.”

Termination for Cause. The Company mayIn addition to any other remedies that may exist, during the Term, upon notice to the Executive, either party may terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth cause in the proviso event the other party commits a material breach of any provision of this Agreement by giving the other party at least sixty (60) days prior written notice of such termination, unless such default or breach is cured within said sixty (60) days. If either party terminates this Agreement pursuant to this Section 6.19, neither Party Licensee shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 promptly return and 5; provided, however, that (a) the Company shall pay the Executive any amount due cause all agents of Licensee to promptly return to Licensor all Confidential Information and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, all Coal Briquetting Technology then in each case, to Section 3.2)Licensee's possession, and Licensee shall not thereafter use for its own commercial benefit or disclose to any third person any Confidential Information or Coal Briquetting Technology during the period ending three (b3) years from the remaining provisions date of this Employment Agreement shall remain in full force and effect in accordance with their termssuch termination. As used hereinNotwithstanding the foregoing, the term “Cause” shall refer information which (i) is or becomes generally available to the termination of the Executive’s Employment public other than as a result of any one an unauthorized disclosure by the Licensee or more of the following: (i) any conviction ofits respective members, agents, employees, directors or pleading of nolo contendre byrepresentatives, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of was available to the Executive with intent which has Licensee on a materially injurious effect on the business of the Company; non-confidential basis prior to its receiving disclosure hereunder, (iii) lawfully becomes available to the willful and knowing gross dishonesty of Licensee on a non-confidential basis from a third party source (provided that such source is not known by the Executive with intent which has a materially injurious effect on Licensee or its members, agents, employees, directors or representatives to be prohibited from transmitting the business of the Company; and information), or (iv) a willful and material failure the Licensee is compelled by legal process by any court or other authority to consistently discharge his duties under disclose shall not be subject to the terms of the duty to protect Confidential Information set forth in this Employment Agreement which failure continues for thirty (30) days following written notice from section. In the Company detailing the area or areas case of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty Licensee shall give the Licensor prompt written notice of acts constituting “Causesuch legal process in order that an appropriate protective order can be sought and Licensee agrees not to oppose Licensor's efforts to prevent the disclosure of Confidential Information.”

Termination for Cause. The Company may, during the Term, upon notice may terminate Executive’s employment pursuant to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions terms of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of at any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive time for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following cause by giving written notice from of termination. Such termination will become effective upon the Company detailing the area or areas giving of such failurenotice. Upon any such termination for cause, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and Executive shall have no force right to compensation, bonus or effect concurrently with the consummation of a Change of Controlreimbursement under Section 5. For purposes of this Section 6.17.02, no act or failure to act, on the part of the Executive, “cause” shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause mean: (i) aboveExecutive is convicted of a felony which is directly related to Executive’s employment or the business of Company or could otherwise reasonably be expected to have a material adverse effect on Company’s business, prospects or future stock price which price should be measured over a period of at least six months. Felonies involving the driving of motor vehicles shall not be grounds for termination; (ii) Executive, in carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or intentional misconduct resulting in either case in direct material harm to Company; (iii) Executive is found in a civil action to have breached his fiduciary duty to Company resulting in direct profit to him; (iv) Executive is found in a civil action to have materially breached any provision of Section 9 or Section 10; (v) Executive’s repeated refusal to act in accordance with the reasonable directions of Company’s Board directing Executive to perform services consistent with Executive’s status as an officer of Company, which refusal is not cured by Executive within twenty (20) days of Executive’s receipt of written notice thereof from Company (provided, however, that if such breach cannot be cured within twenty (20) days and Executive commences the cure thereof and diligently pursues the same, such failure shall not constitute “cause” unless such breach is not cured in its entirety within thirty (30) days of the Executive’s receipt of the written notice of breach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the effective performance of his duties; and (vii) Executive’s material breach of any obligations of Executive which remains uncured for more than twenty (20) days after written notice thereof by Company to Executive. Executive's failure to comply with the requirements of Section 9 of this Agreement shall constitute a notice from material breach of this Agreement. The term "found in a civil action" shall not apply until all appeals permissible under the Company finding that, in the good faith opinion applicable rules of the Company, the Executive is guilty of acts constituting “Causeprocedure or statute have been determined and no further appeals are permissible.”

Termination for Cause. The Company may, during This Agreement can be terminated on any of the Term, upon grounds and in the following manner: 20.1 Performance based termination: Any franchisee inducted in past six months will not be considered for this exercise. All such franchisees will be given 30 days notice to wind up operations. However monthly review for the Executivefranchisees who have been served a Notice of Termination will happen for next month as per the process outlined above and any monetary penalties will still be applicable on non-performance. Circles must complete the process of appointing new franchisee and hand-over arrangements within 90 days. Franchisees who are terminated will not be eligible to bid for franchisee EOI for that territory for the next two years. Circle/SSA may use look-after arrangement in these vacant territories. 20.2 Without prejudice to any other provision for termination in this agreement, BSNL shall be entitled to forthwith terminate this agreement, without any liability to BSNL, by providing notice in writing to the Executive’s Employment under franchisee of this Employment Agreement and discharge agreement upon the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have occurrence of any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 following events:- If the franchisee commits any breach, of any of the terms and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions conditions of this Employment Agreement shall remain agreement and in full force and effect in accordance with their terms. As used hereincase such breach is capable of being remedied, the term “Cause” shall refer franchisee fails to remedy the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30same within thirty(30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s after receipt of a notice in writing from the Company finding that, in the good faith opinion BSNL giving full particulars of the Companybreach and requiring it to be remedied, or If the Executive franchisee commits any breach, of any of the terms and conditions of this agreement and if such breach is guilty not capable of acts constituting “Causebeing remedied, or If the franchisee is found involved in fraud or other illegal or unethical activities in relation to any subject matter associated with this agreement.” 20.3 BSNL may also terminate this agreement for any other reason at any time during the term of this agreement by delivering not less than 30 days’ prior written notice of such termination to the Franchisee. 20.4 If either party suffers distress or execution or commits an act of bankruptcy or insolvency or put into liquidation (otherwise than solely for amalgamation or restriction) or if a receiver is appointed over any part of the party’s business then the other party shall have a right to terminate this agreement by written notice forthwith. 20.5 In case the Franchisee parts with its business including its assets in favour of any 3rd party directly or indirectly, BSNL will have a right to terminate this agreement forthwith. The exercising of the right of cancellation / termination shall not have the effect of waiving any damages to which BSNL might otherwise be entitled to.

Termination for Cause. The Board may terminate Executive for cause immediately, without notice, if Company mayreasonably concludes that Employee has committed fraud, during theft, embezzlement, misappropriation of Company funds or other property, or any felony. The Board may also terminate Executive for cause for any of the Termfollowing: (a) Breach by Executive of any material provision of this Agreement; (b) Violation by Executive of any statutory or common law duty of loyalty to Company; or (c) A material violation by Executive of Company's employment policies; or (d) Commission of such acts of dishonesty, upon gross negligence, or willful misconduct as would prevent the effective performance of Executive’s duties or which result in material harm to Company or its business. The Board may terminate this Agreement for cause by giving written notice of termination to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that if the Board declares Executive to be in default of this Agreement under subsection (a) above because Executive fails to substantially perform his material duties and responsibilities under this Agreement, the Board shall deliver a written demand for substantial performance of such duties and responsibilities to Executive. Such demand must identify the manner in which the Board believes that Executive has not substantially performed his duties, and Executive shall have a period of 30 days to correct the deficient performance. Upon termination for cause, the obligations of Executive and Company under this Agreement shall immediately cease. Such termination shall be without prejudice to any other remedy to which Company may be entitled either at law, in equity, or under this Agreement. If Executive’s employment is terminated pursuant to this paragraph, Company shall pay the to Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading Executive’s accrued but unpaid Annual Salary and the value of nolo contendre by, unused paid time off through the Executive for any felony relating to the willful and knowing disregard effective date of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the companytermination; (ii) any willful Executive’s accrued but unpaid Annual Bonus, if any; and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) business expenses incurred prior to the willful and knowing gross dishonesty effective date of termination. Executive shall not be entitled to continue to participate in any employee benefit plans except to the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues extent provided in such plans for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is doneterminated participants, or omitted to as may be done, required by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causeapplicable law.”

Termination for Cause. The Company may, during Board may terminate the Term, upon notice Assistant Superintendent for: (1) acts done in bad faith to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as detriment of the termination date pursuant District; (2) refusals or failures to Section 3.1 and Articles 4 and 5 (subject, act in each case, to Section 3.2), and (b) the remaining accordance with specific provisions of this Employment Agreement shall remain or lawful Board directives; (3) breach of this Agreement; (4) unsatisfactory performance as established by at least two written evaluations conducted at least ninety (90) calendar days apart; (5) any grounds enumerated in full force and effect in accordance Education Code sections 44932, 44933, or 44939; (6) conviction of or a “nolo contendere” plea to a crime involving dishonesty, breach of trust, or physical or emotional harm to any person; (7) any act causing the suspension or revocation of any credential held by the Assistant Superintendent; or (8) inability to perform the essential functions of the position, with their termsor without reasonable accommodation. As used hereinNotwithstanding Labor Code section 2924, the term “Cause” parties agree that the determination of cause shall refer to be based upon the Board’s reasonable belief in the existence of good cause for termination. The existence of such good cause belief shall authorize the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently extinguish all rights and duties of the parties under this Agreement. If such good cause belief exists, the Board shall meet with the consummation of Assistant Superintendent and shall submit a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part written statement of the Executivegrounds for termination and copies of written documents the Board believes support the termination. If the Assistant Superintendent disputes the charges, the Assistant Superintendent shall then be considered “willful” if it is done, or omitted entitled to a conference before the Board in a closed session meeting. The Assistant Superintendent and the Board shall each have the right to be done, represented by the Executive in good faith or with counsel at their own expense. The Assistant Superintendent shall have a reasonable belief that his action or omission was opportunity to respond to all matters raised in the best interest of the Companycharges. The Executive conference with the Board shall not be an evidentiary hearing and neither party shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days call witnesses. If the Board, after considering all evidence presented, decides to terminate this Agreement, the Board shall provide the Assistant Superintendent with a written decision. The decision of the ExecutiveBoard shall be final. The Assistant Superintendent’s receipt conference before the Board shall be deemed to satisfy the Assistant Superintendent’s entitlement to due process of law and shall be the Assistant Superintendent’s exclusive right to any conference or hearing otherwise required by law. The Assistant Superintendent waives any other rights that may be applicable to this termination for cause proceeding with the understanding that completion of this hearing exhausts the Assistant Superintendent’s administrative remedies and then authorizes the Assistant Superintendent to contest the Board’s determination in a notice from the Company finding that, in the good faith opinion court of the Company, the Executive is guilty of acts constituting “Causecompetent jurisdiction.”

Termination for Cause. The Company may, during the Term, upon notice to the Executive, may terminate the ExecutiveEmployee’s Employment under this Employment Agreement and discharge the Executive employment at any time for Cause cause (as defined below) andwith thirty (30) days written notice and opportunity to cure the violation. Such opportunity to cure will only be available if the violation is contained in one of the following paragraphs (contained below in this Subsection 6(b)): (iv), (viii), (ix), (x) (xi). If Employee’s employment is terminated pursuant to this Subsection 6(b), all of Employee’s rights and all of the Company’s obligations hereunder shall immediately terminate. As used in this section, “for cause” shall mean any of the following: (i) Willfully damaging the Company’s property, business, reputation or goodwill; (ii) Committing a felony; (iii) Death, theft, dishonesty, fraud or embezzlement; (iv) Using alcohol, narcotics or other controlled substances to the extent that it prevents the Employee from efficiently performing services for the Company; (v) Willfully injuring any other employee of the Company; (vi) Willfully injuring any person in the course of performance of services for the Company; (vii) Disclosing to a competitor or other unauthorized persons confidential or proprietary information or secrets of the Company; (viii) Soliciting business on behalf of a competitor or a potential competitor; (ix) Sexually harassing any other employee of the Company or committing any act which otherwise creates an offensive work environment for other employees of the Company; (x) Failing to comply with any provision of the Company’s policy manual as it applies to Employee; or (xi) Breaching this Agreement. The Company shall not be limited to termination as a remedy for any improper or illegal act of Employee, but may also seek damages, injunction or such other remedy as it may deem appropriate under the circumstances. This shall include without limitation the option by the Company, in such eventits sole and absolute discretion, except as set forth to repurchase the Issued Stock, in whole or in part, for an amount of $.01 per share (the proviso “Option to this Section 6.1Repurchase”), neither Party shall have any rights or obligations under Article 2, Sections 3.1immediately upon the termination of the Employee’s employment with the Company for cause, or Articles 4 and 5the Employee’s resignation without Good Reason; provided, however, that (a) the Company Issued Stock subject to the Option to Repurchase shall pay be reduced by 1/36 for each month of Employee’s completed employment with the Executive any amount due Company, beginning the date hereof and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their termscontinuing hereafter. As used herein, the term “Cause” shall refer to Upon the termination of the ExecutiveEmployee for cause, Employee’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful obligations and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) ’s rights under Sections 7, 8, 9, 10, 11 and 12 shall survive the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes termination of this Section 6.1, no act or failure to act, on the part Agreement for a period of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions one (other than clause (i1) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Cause.”year

Termination for Cause. The Company may, during the Term, upon notice to the Executive, terminate the Executive’s Employment Employee's employment under this Employment Agreement and discharge the Executive may be terminated by Employer for Cause (as defined below) and"good cause." Upon such termination, Employer's obligation to compensate Employee under this Agreement shall in such eventall respects cease, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company Employer shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subjectEmployee, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of such termination, any Accrued Compensation as of the Executive’s receipt time of such termination and Employee shall be entitled to any Accrued Benefits as of the time of such termination when and if provided to be paid by the applicable program or plan. The term "good cause" includes, but is not limited to any one or more of the following occurrences: 7.1. Employee's breach of any of the covenants contained in this Agreement; 7.2. Employee's conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any crime (excluding traffic violations and similar misdemeanors) involving moral turpitude or which is punishable by imprisonment in the jurisdiction involved; 7.3. Employee's commission of an act of fraud, whether prior or subsequent to the date hereof upon Employer or the Companies or any of their subsidiaries, ventures or affiliates; 7.4. Employee's willful failure or refusal to perform his duties as required by this Agreement, provided that, the termination of Employee's employment pursuant to this Section 8.4. shall not constitute valid termination for good cause unless Employee shall first have received written notice from the Company finding thatPresident or stating with specificity the nature of such failure or refusal in the performance of duties and affording Employee at least fifteen (15) days to correct the act or omission complained of; 7.5. Gross negligence, theft of Employer's property, material violation by Employee of any duty of loyalty to Employer or any other material misconduct on the part of Employee; or 7.6. Material violation of any employee policy manual, in the good faith opinion of the Companyeffect at that time, including, without limitation, the Executive is guilty receipt of acts constituting “Causeany kickback or side payment from any customer, service provider, supplier or vendor.”

Termination for Cause. The Company may, during the Term, upon notice Corporation shall have no obligation to make payments of any kind to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to provisions of paragraph 3 or otherwise for periods after the termination Executive's employment with the Corporation is terminated on account of the Executive’s Employment as a result 's discharge for cause. For purposes of any this paragraph 5, the Executive shall be considered terminated for "CAUSE" if he is discharged by the Corporation on account of the occurrence of one or more of the following: following events: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating becomes addicted to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; drugs or alcohol; (ii) any willful and knowing misconduct the Executive discloses confidential information in violation of paragraph 4(a) or engages in competition in violation of paragraph 4(b) to the detriment of the Executive with intent which has a materially injurious effect on the business of the Company; Corporation and/or Thane; (iii) the willful and knowing gross dishonesty Corporation is directed by regulatory or governmental authorities to terminate the employment of the Executive with intent which has or the Executive engages in activities that cause actions to be taken by regulatory or governmental authorities that have a materially injurious material adverse effect on the business of the Company; and Corporation; (iv) the Executive is convicted of a willful felony crime (other than a felony resulting from a minor traffic violation); (v) the Executive flagrantly and material failure to consistently discharge repeatedly disregards his duties under this Employment Agreement which failure continues for after (A) written notice has been given to the Executive by the Board that it views the Executive to be flagrantly disregarding his duties under this Agreement and (B) the Executive has been given a period of thirty (30) days following written after such notice from the Company detailing the area to cure such misconduct. However, no notice or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above cure period shall be deemed required if Executive's disregard of his duties has materially and adversely affected the Corporation and/or Thane; (vi) any event of willful misconduct to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding extent that, in the good faith opinion reasonable judgment of the CompanyBoard, the Executive's credibility and reputation no longer conform to the standard of the Corporation's and Thane's executives; or (vii) the Executive is guilty commits an act of acts constituting “Causefraud against the Corporation and/or Thane, violates a duty of loyalty to the Corporation and/or Thane as defined under Florida law or violates paragraph 2.”

Termination for Cause. The Company mayfollowing events, during which for purposes of this Agreement shall constitute "cause" for termination with the Termmajority vote of the Board: (1) The willful breach by Employee of any provision of Sections 11, upon notice 12, or 13 hereof or any act of fraud, misappropriation, or embezzlement by Employee with respect to the Executive, terminate the Executive’s Employment any aspect of Employer's business or under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth circumstances that reflect adversely on Employer in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subjectpublic eye, in each case, to Section 3.2), case in the Board's sole and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executiveexclusive determination, shall be considered “willful” if it is donecause for immediate termination with immediate curtailment of all compensation, or omitted benefits within statutory limitations, and stock option rights. (2) The willful breach by Employee of Section 2 hereof (including but not limited to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest a refusal to follow lawful directives of the Company. The Executive shall have Board) after notice to Employee of the opportunity details thereof and a period of 10 days thereafter within which to cure any such acts or omissions breach and the failure of Employee to cure such breach to the Board's satisfaction within such 10 day period; (other than clause (i3) above) within thirty (30) days The use of illegal drugs by Employee during the Executive’s receipt term of a notice from the Company finding this Agreement that, in the good faith opinion sole and exclusive determination of the CompanyBoard, interferes with Employee's performance of his duties hereunder or under circumstances that reflect adversely on Employer in the Executive public eye; (4) The filing of a petition in bankruptcy court for bankruptcy, reorganization, or rearrangement or an adjudication that Employee is bankrupt; (5) The commencement of involuntary proceedings against Employee for bankruptcy or appointment of a receiver because of insolvency; (6) If the Employer determines that employee has engaged in any dishonest conduct in the course of his management duties including by way of example and not by limitation the knowing receipt of kickbacks from suppliers, misappropriation of corporate assets or opportunities, etc. (7) If the circumstances of Employee's personal life, whether or not in the course of management duties, reflects adversely on the Employer such that it would be in the Employer's best interests, in its sole discretion, to terminate its business relations with Employee. (8) The dissolution of Employer's corporate status; (9) Employee is convicted of or pleads guilty or nolo contendere to a felony or misdemeanor involving financial misconduct, moral turpitude, controlled substances, or personal injuries caused by driving under the influence; (10) Failure of acts constituting “Causeperformance by Employee that is repeated or continued after 30 day written notice to Employee of such failure and that is determined by the Board to be injurious to the business or interests of Employer and which failure is not cured by Employee within such 30 day period in the Board's sole determination. Any notice of discharge shall describe with reasonable specificity the cause or causes for the termination of Employee's employment, as well as the effective date of the termination (which effective date may be the date of such notice). If Employer terminates Employee's employment for any of the reasons set forth above, Employer shall have no further obligations hereunder from and after the effective date of termination (other than as set forth below).”

Termination for Cause. The Company mayA. Either party shall give the other ninety days prior written notice of termination of this agreement based on clauses XII paragraphs D.1, during and D.3 below, and thirty days prior written notice of termination for cause of this agreement based on clause ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇, ▇.▇, ▇.▇ and D.6 below. B. In the Termevent of termination for cause on ninety days notice by MASIMO, this agreement shall terminate immediately upon the expiration of said ninety days provided that MASIMO is current in payment of all invoices to IVEMSA; the termination shall be effective immediately upon the 91st day or immediately thereafter upon payment of all invoices that are outstanding on the 90th day. In the event some invoices are in dispute on the 90th day, the termination shall be effective on the 91st day notwithstanding those outstanding invoices provided written notice by MASIMO to IVEMSA of the disputed invoices has been given prior thereto and all non -disputed invoices have been paid. C. In the event of termination by MASIMO for cause on thirty days notice, this agreement shall terminate as provided, however, such termination shall be subject to the Executivecondition that MASIMO is current in payment of all invoices to IVEMSA, terminate and any and all additional monies due hereunder. In any such event, MASIMO shall have the Executiveright to give NEMSA notice of termination of this agreement as provided without any responsibility, liability or obligation on the part of MASIMO for the remaining term of this agreement, nor for the payment of rent, except for labor obligations that deal with severance provisions under Mexican law. The termination for cause on thirty days notice, shall be effective immediately upon the 31st day or immediately thereafter upon payment of all invoices that are outstanding on the 30th day. In the event some invoices are in dispute on the 30th day, the termination shall be effective on the 31st day notwithstanding those outstanding invoices provided written notice by MASIMO to IVEMSA of the disputed invoices has been given prior thereto and all non -disputed invoices have been paid. D. Causes for termination of this agreement are as follows: • ONE PARTY’S DEFAULT 1. Either party fails to perform any material provision of this agreement and fails to cure such default in performance within a thirty day period of time following its receipt of notice from the other party specifying such a default exists. 2. If either party becomes insolvent, or makes an assignment for the benefit of creditors, or is adjudicated bankrupt in any voluntary or involuntary bankruptcy proceeding, this agreement will be terminated thirty days from receipt of insolvency notice. 3. Either party is delinquent in the fulfillment of its normal business obligations such as payment of taxes, labor or civil obligations to the extent that such obligations represent a real and present danger to the interest of the other party, and if such delinquency is not cured within thirty calendar days of notice given by the non—delinquent party. • MAYOR FORCE 4. In the event of any act of the United States or Mexican authorities, whether administrative, executive or judicial, which may effect a significant or material change in the Maquiladora Program, or result in the appropriation, forcible purchase or surrender in any other manner, of the assets of the business of IVEMSA or MASIMO, or may otherwise result in the prevention of IVEMSA or its Mexican subsidiary from doing business in Mexico. 5. Theft of MASIMO’s Employment equipment, materials and/or inventories under the custody and/or control of IVEMSA provided such theft is substantial and/or continuous. Substantial and/or continuous theft, for purpose of this Employment Agreement and discharge provision, shall be defined as thefts cumulatively totaling U.S. $20,000.00 (Twenty thousand dollars U.S. currency) in value during any consecutive twelve months period. 6. Political an/or civil unrest or commotion, strikes, walkouts, riots, vandalism, malicious, mischief, if these prevent the Executive for Cause (as defined below) andefficient production of process in the plant or seriously affect employer/employee relations. E. In the event that any provision, term or condition of this agreement is in conflict with any law, rule, regulation, or guideline of the government of the United States or Mexico, or any state or political subdivision of either, or of any department or agency of either, or is in conflict with any judgment, whether by good faith consent or otherwise, of any court of the United States of Mexico, or if either party has received notification of any proposed official action by any such government, agency, department, or court with respect to any such conflict, then, in such event, except as set forth in either party hereto may propose to the proviso other, appropriate modifications to this Section 6.1agreement in order to cure or avoid such conflict or the effect thereof, neither Party shall have any rights or obligations and if agreement regarding such modification can not be reached within forty -five days from the making of such proposal, the parties agree to submit this dispute to arbitration under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as rules of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subjectAmerican Arbitration Association as provided below. In the event described before, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement in all legal forces and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall not be at any time considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causeas null.”

Termination for Cause. The Company may, during the Term, upon notice Notwithstanding anything contained in this Agreement to the Executivecontrary, the Company shall have the right to immediately terminate the Executive’s Employment under this Employment Agreement and discharge employment of Executive upon the Executive occurrence of any of the following events (which events shall constitute “Cause” for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that termination): (a) Executive shall intentionally commit a material and substantial breach or violation of any of Executive’s covenants under this Agreement, which breach continues for a period of ten (10) days following notice thereof from the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and Company; (b) the remaining provisions of this Employment Agreement Executive shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer fail to the termination of the substantially perform Executive’s Employment as a result duties with the Company (other than due to incapacity resulting from physical or mental illness, including care required for physical or mental illness of any one or more Executive’s immediate family) which failure has continued for at least fifteen (15) days following receipt by Executive of written notice specifying the following: failure to substantially perform; or (ic) any conviction Executive commits, is convicted of, or pleading of pleads nolo contendre bycontendere to a crime involving dishonest conduct, the Executive for any felony moral turpitude or relating directly to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business his duties as an employee of the Company; . (iiid) Executive shall violate or refuse to obey the willful lawful and knowing gross dishonesty reasonable written instructions of the Chief Executive with intent which has a materially injurious effect on Officer, other supervising officer or the business Board of the Company; and , provided that such instructions are not in violation of this Agreement or violate any local, state and/or federal laws or regulations; (ive) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty Executive shall become disabled during the Term (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above Executive shall be deemed to be deleted from this Employment Agreement and disabled if the Executive is eligible to receive disability benefits under any long-term disability plan the Company may then have in effect, or, if no such plan is then in effect, Executive shall have no force or effect concurrently be deemed to be disabled if Executive is unable to perform the essential functions of his position with the consummation Company, with reasonable accommodation, by reason of a Change physical or mental infirmity, for a period of Control. For purposes ninety (90) consecutive days within any 180-day period), or if Executive shall die during the Term of this Agreement. If the employment of Executive is terminated pursuant to this Section 6.14.1, no act such termination shall be effective upon the delivery of notice thereof to Executive, except in the event of the death of Executive, in which case termination shall be effective immediately upon death, and termination pursuant to subsection 4.1(a) or (b) under circumstances in which Executive is entitled to notice of breach (or failure) and an opportunity to cure, in which case termination shall be effective immediately after the notice period if Executive fails to cure the breach or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest satisfaction of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Cause.”

Termination for Cause. The Company may, during the Term, upon notice to the Executive, terminate the Executive’s Employment under this Employment This Agreement and discharge the Executive may be terminated for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their termshereinafter defined. As used herein, the term “Cause” shall refer to the termination of mean: (i) the Executive’s Employment death; (ii) the Executive’s Permanent Disability, which shall mean the Executive’s inability, as a result of any one physical or more mental incapacity, substantially to perform his duties hereunder for a period of the following: six (i6) any conviction of, or pleading of nolo contendre by, consecutive months; (iii) a material violation by the Executive for of any felony relating to the willful and knowing disregard of the applicable material law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on or regulation respecting the business of the CompanyEmployer; (iiiiv) the Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer, the Company or any one of the Subsidiaries; (v) the willful and knowing gross dishonesty or negligent failure of the Executive with intent which has to perform his duties hereunder in any material respect; (vi) the Executive engages in one or more violations of Employer’s policies or procedures or directives of the Board and that have a materially injurious material financial adverse effect on the business Employer, the Company or any one of the CompanySubsidiaries; and or (ivvii) a willful and material failure the Executive is removed or suspended from banking pursuant to consistently discharge his duties under this Employment Agreement which failure continues for Section 8(e) of the Federal Deposit Insurance Act, as amended (the “FDIA”), or any other applicable state or federal law. The Executive shall be entitled to at least thirty (30) days following days’ prior written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted Employer’s intention to be done, by the Executive in good faith or with reasonable belief that terminate his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure employment for any such acts or omissions cause (other than clause (i) above) within thirty (30) days of except the Executive’s receipt death) specifying the grounds for such termination and shall be provided a reasonable opportunity to present to the Board his position regarding any dispute relating to the existence of such cause. In the event of a notice from dispute regarding the Executive’s Permanent Disability, each of the Executive and the Employer shall choose a physician who together will choose a third physician to make a final determination thereof. If the Executive’s employment is terminated for Cause pursuant to this Section, then the Employer shall only be required to pay the Executive such Base Salary as shall have accrued through the effective date of such termination and neither the Employer, the Company finding that, in the good faith opinion nor any of the Company, Subsidiaries shall have any further obligations to the Executive is guilty of acts constituting “CauseExecutive.”

Termination for Cause. The Company may, At any time during the Employment Term, upon the Company shall have the right, exercisable by serving notice effective in accordance with its terms, to the Executive, terminate the Executive’s Employment 's employment under this Employment Agreement and discharge the Executive for Cause (as defined below) andCause. If such right is exercised, in such eventthen, except as set forth subject to applicable law, the Company's obligation to the Executive shall be limited to the payment of any unpaid Annual Salary, Additional Compensation and other benefits, if any, accrued up to the effective date specified in the proviso to this Section 6.1, neither Party Company's notice of termination (which date shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2not be retroactive), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used hereinin this Section 5.2 and elsewhere in this Agreement, the term “"Cause” " shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: mean that (i) any conviction ofthere shall have been a material breach by Executive of the terms of this Agreement which either is not susceptible of cure or which is not cured within a period of ten (10) days after notice thereof, or pleading of nolo contendre byand which shall include, the Executive for any felony relating to without limitation, the willful and knowing disregard of continued failure or refusal by Executive to perform the law in intentionally committing acts detrimental material duties for which he is employed or which are assigned to the Company other than the Cannabis related business of the companyhim hereunder or chronic absenteeism; (ii) any willful the Executive has knowingly, willfully and knowing misconduct persistently failed or refused to follow the reasonable policies and directives established by the Board of Directors or executive officers of the Executive with intent which has a materially injurious effect on Company senior to the business of the CompanyExecutive; (iii) the willful and knowing gross dishonesty Executive has wrongfully misappropriated money or other assets or properties of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force any subsidiary or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion affiliate of the Company, or has committed fraud; (iv) the Executive is guilty has been convicted of acts constituting “Causeor plead "nolo contendere" to any felony; or (v) the Executive's alcoholism or drug addiction, unless Executive agrees to seek treatment from a treatment program approved by the Company and promptly commences and completes the program. The determination on behalf of the Company as to whether "cause" exists shall be made by a majority vote of the Company's Board of Directors.”

Termination for Cause. The Company may, during the Term, may terminate Employee's employment for "cause" effective immediately upon giving written notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions thereof. For purposes of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used hereinAgreement, the term “Cause” "cause" shall refer be limited to the termination of the Executive’s Employment as a result of any one or more of the following: (i) non-appealable conviction of a felony or of any conviction of, crime involving fraud or pleading of nolo contendre by, misrepresentation that adversely affects the Executive for any felony relating to the willful and knowing disregard of the law Company's reputation in intentionally committing acts detrimental to the Company other than the Cannabis related business of the companya material way; (ii) any Employee's gross negligence or willful and knowing misconduct of the Executive with intent which has a is materially injurious effect on the business of to the Company; , (iii) excessive use of alcohol or illegal drugs interfering with the willful performance of Employee's duties and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Companycontinuance thereof after written warning; and (iv) any material breach by Employee of a willful and material failure to consistently discharge his duties obligation under this Employment Agreement which failure continues for thirty (30) days following with written notice from the Company detailing the area or areas of thereof, and an appropriate period to cure such failure, other than breach if such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Controlbreach is curable. For purposes of this Section 6.1section, no act or failure to act, act on the Employee's part of the Executive, shall be considered “"gross' or "willful” if it is " unless done, or omitted to be done, by the Executive Employee not in good faith or with and without reasonable belief that his action or omission was in the best interest of the Company. The Executive Notwithstanding any term or provision of this Agreement to the contrary, termination shall have not be considered for cause if the opportunity termination resulted from bad judgment or negligence on the part of Employee or an act or omission which Employee believed at the time to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, be in good faith and in the good faith opinion interests of the Company, or not opposed to such interests. Company shall pay Employee his full Base Salary and benefits through the Executive is guilty date of acts constituting “Causetermination at the then current rate (including any applicable pro rated bonus and accrued vacation pay). Company shall have no other liabilities or obligations to Employee. All stock options, if any, which have become vested and exercisable on or before the termination date shall remain vested and exercisable for such period of time as specified in Employee's stock option agreement(s).”

Termination for Cause. The Company may, during the Term, upon notice to the Executive, may terminate the Executive’s Employment under this Employment Agreement and discharge the Executive 's employment immediately for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have for any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the followingfollowing reasons: (i) any conviction of, an act or pleading acts of nolo contendre by, dishonesty or fraud on the part of the Executive for any felony relating resulting or intended to re- ▇▇▇▇ directly or indirectly in substantial gain or personal enrichment to which the willful and knowing disregard Executive was not legally entitled at the expense of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business or any of the companyits subsidiaries; (ii) any a willful and knowing misconduct of material breach by the Executive with intent which has a materially injurious effect on of her duties or responsibilities under this Agreement resulting in demonstrably material injury to the business Company or any of the Companyits subsidiaries; (iii) the willful and knowing gross dishonesty Executive's conviction of the Executive with intent which has a materially injurious effect on the business of the Company; and felony or any crime involving moral turpitude, (iv) a willful habitual neglect or insubordination (defined as refusal to execute or carry out directions from the Board or its duly appointed designees) where the Executive has been given written notice of the acts or omissions constituting such neglect or insubordination and material failure the Executive has failed to consistently discharge his duties under this Employment Agreement which failure continues for cure such conduct, where susceptible to cure, within thirty (30) days following such notice, or (v) a material breach by the Executive of any of his obligations under the Lydall Employee Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right to terminate the Executive's employment for Cause by giving the Executive written notice from of termination specifying in reasonable detail the Company detailing circumstances constituting such Cause. In the area or areas event of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part termination of the Executive's employment for Cause, the Executive shall be considered “willful” if it is doneentitled to receive only (i) her base salary pursuant to Section 3.1 earned through the date of such termination of employment plus her base salary for the period of any vacation time earned but not taken for the year of termination of employment, or omitted such base salary to be donepaid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive in good faith under any other benefit plan or with reasonable belief that his action or omission was in the best interest program of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days Company as of the Executive’s receipt date of a notice from such termination of employment, such compensation and benefits to be paid and at the Company finding that, in the good faith opinion normal time for payment of the Company, the Executive is guilty of acts constituting “Causesuch compensation and benefits and (iii) any reimbursement amounts owing under Section 4.”

Termination for Cause. The Company may, during the Term, upon notice may terminate Executive's employment for “Cause” if Executive: (i) is convicted of or pleads nolo contendre to a felony (or its equivalent under applicable state law); (ii) commits fraud or a material act or omission involving dishonesty with respect to the Company or any of its respective employees, customers or affiliates; (iii) willfully and repeatedly fails or refuses to carry out the material responsibilities of Executive's employment by the Company (except where due to physical or mental incapacity); (iv) engages in willful misconduct or a pattern of behavior which in either case has had or is reasonably likely to have a significant adverse effect on the Company; (v) willfully engages in any act or omission which is in material violation of the Company’s policy, including but not limited to engaging in ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ transactions or disseminating inside information; or (vi) commits a material breach of Executive's material obligations under this Agreement, including but not limited to Section 8. A decision to terminate the Executive’s Employment under this Employment Agreement and discharge the Executive 's employment for Cause (as defined below) andshall be made, if at all, by the CEO, after consultation with the Board, upon reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard by the CEO, and the CEO finding that, in such eventhis good faith opinion, except as Executive engaged in conduct set forth above and specifying the particulars thereof in reasonable detail. If the proviso to this Section 6.1, neither Party shall have any rights act or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer omission giving rise to the termination of the for Cause is curable by Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for will provide thirty (30) days following days’ written notice from to Executive of the Company’s intent to terminate the Executive for Cause, with an explanation of the reason(s) for the termination for Cause and, if Executive cures the act or omission within the 30-day notice period, the Company detailing will rescind the area or areas notice of such failuretermination and Executive's employment will not be terminated for Cause at the end of the 30-day notice period. If Executive has previously been afforded the opportunity to cure particular behavior and successfully cured under this provision, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall the Company will have no force or effect concurrently obligation to provide Executive with the consummation notice and an opportunity to cure a recurrence of that behavior prior to a Change of Controltermination for Cause. For purposes of this Section 6.15(A), no act an action or failure to act, on the part of the Executive, inaction shall not be considered treated as “willfulwillful misconduct” if it is doneauthorized by the CEO or the Board, or omitted to be done, taken by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion belief that it was in, or not opposed to, the best interests of the Company, the Executive is guilty of acts constituting “Cause.”

Termination for Cause. The Company may, during the Term, upon notice Myomo shall be entitled to the Executive, terminate the this Agreement and Executive’s Employment under this Employment Agreement employment immediately and discharge the Executive without notice for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms“Cause”. As used herein, the term Termination for “Cause” shall refer to the mean termination of the Executive’s Employment as a result of any one or more of the followingbased upon: (i) any conviction of, or pleading of nolo contendre by, the failure by Executive for any felony relating to the willful and knowing disregard follow directions of the law Board of Directors in intentionally committing acts detrimental to the Company other than the Cannabis related business handling of the companymaterial matters which are consistent with Executive’s position; (ii) any the willful and knowing misconduct of the or continued engagement by Executive with intent in conduct which has a is materially injurious effect on to Myomo, monetarily or otherwise, including, but not limited to, the disclosure by Executive of Confidential Information (as defined in paragraph 5(a)(i)), which is inconsistent with Executive’s responsibilities set forth in Paragraph 2(b), breach by Executive of his fiduciary duties to Myomo, violation by Executive of any restrictive covenant, including covenants not to compete, to solicit Myomo’s clients or employees or disparage Myomo or their officers, employees, business of the Companypartners, affiliates or representatives, as further defined in paragraph 5 below; (iii) the willful and knowing gross dishonesty a conviction of, a plea of the nolo contendere, a guilty plea or confession by Executive with intent which has to an act of fraud, misappropriation or embezzlement or to a materially injurious effect on the business of the Companyfelony; and (iv) Executive’s use, sale or possession of illegal substances, or habitual intoxication while conducting Myomo’s business; (v) a violation of Myomo’s employment policies as specified in the Employee Handbook; (vi) a material breach by Executive of this Agreement; or (vii) Executive’s willful and material absence from his employment or willful failure or refusal to consistently discharge perform or gross neglect in the performance of his duties or responsibilities hereunder. Where reasonable, prior to termination under this Employment Agreement which failure continues subparagraphs (i) or (v) above, Myomo will provide Executive with written notice of any act or omission it believes constitutes Cause for termination, including stating the reasons for such belief, and Executive shall have thirty (30) days following written notice from to cure and/or to present his position regarding the Company detailing matter. In the area or areas event of such failuretermination of Executive by Myomo for Cause, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and Myomo shall have no force or effect concurrently obligation to pay Executive anything other than any salary earned to date and to provide him with the consummation any benefit continuation rights as required by law. A termination for Cause will be effective upon Myomo’s delivery to Executive of a Change written notice advising him of Control. For purposes of this Section 6.1his termination, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief provided that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause a termination for Cause under subparagraphs (i) above) within or (v), in circumstances where thirty (30) calendar days of advance written notice has been given, will be effective on the thirty first (31st) calendar day after Executive’s receipt of a said notice from if the Company finding thatconduct constituting Cause has not, in the good faith opinion of the Company’s opinion, the Executive is guilty of acts constituting “Causebeen corrected by Executive.”

Termination for Cause. The Company mayBuyer may terminate this Order, during the Termor any part hereof, upon notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) andcause, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have event of any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive default by Vendor or if Vendor fails to comply with any amount due and owing as of the termination date pursuant terms and conditions of this Order; or (b) Vendor defaults on a material debt obligation, becomes insolvent, files a voluntary petition in bankruptcy, is adjudicated bankrupt, or has a receiver or trustee appointed for a substantial part of any of its property; or (c) Vendor makes a material liquidation of assets, or reorganization or insolvency proceedings are commenced by or against Vendor; then Buyer shall have the right to Section 3.1 and Articles 4 and 5 terminate this Order. Vendor shall have 10 days to submit an acceptable plan to cure such default to Buyer (subjectunless the default is due to a material threat to health, in each case, to Section 3.2safety or the environment), and (b) such an event of default must be corrected within 45 days, unless a shorter period of time is required by a customer contract to resolve such a default, in which case the remaining provisions more stringent requirements regarding timing shall prevail. Notwithstanding the foregoing, in the event that the default is a health, safety or environmental default, then such default must be cured within 48 hours and/or Buyer shall have the right to terminate this Order, in whole or in part, effective immediately upon delivery of a written termination notice. Late deliveries, deliveries of products which are defective or which do not conform to this Order, and failure to provide Buyer upon request reasonable assurances of future performance, will allow Buyer to terminate this Order for cause. In the event of a termination for cause, Buyer will not be liable to Vendor for any amount, and Vendor shall be liable to Buyer for all direct costs, losses, and damages arising from Vendor’s failure to perform or comply with the terms of this Employment Agreement shall remain Order, in full force addition to any and effect in accordance with their termsall rights and remedies provided by this Order or by law. As used herein, the term “Cause” shall refer to the termination If it is determined by a court of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); providedcompetent jurisdiction, that clause (iv) above Buyer improperly terminated this Order for cause, such termination shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causetermination for convenience.”

Termination for Cause. The Company may, during Notwithstanding the Term, upon notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that preceding paragraph (a) of this Section 10, in the Company event that BNY Mellon or the Investment Advisor (as applicable, a “Defaulting Party”), shall pay fail in any material respect to perform its duties and obligations hereunder pursuant to the Executive any amount due and owing as applicable standard of care set forth herein (including, in the termination date case of BNY Mellon, through persistent non-material failures to perform its duties or obligations hereunder or the persistent failure to meet key performance indicators pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.26 of this Agreement), and the other party (bthe “Other Party”) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer have given written notice thereof to the termination Defaulting Party, and such material failure shall not have been remedied to the reasonable satisfaction of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) Other Party within thirty (30) days after such written notice is received, then, as applicable, the Investment Advisor may terminate this Agreement by providing thirty (30) days written notice of such termination to BNY Mellon, or BNY Mellon may terminate this Agreement by providing one hundred twenty (120) days written notice of such termination to the Investment Advisor. In addition, notwithstanding the preceding sentence, this Agreement may be terminated by the Investment Advisor (i) immediately in the event of an appointment of a conservator or receiver for BNY Mellon or any parent of BNY Mellon by a regulatory agency or court of competent jurisdiction or, (ii) by providing thirty (30) days written notice of such termination to BNY Mellon in the event that BNY Mellon is indicted for a crime, commences any bankruptcy or insolvency proceeding or has such a proceeding initiated against it which is not dismissed within sixty (60) days, or suffers any other material adverse change in its condition, operations or professional reputation that is determined by the Investment Advisor in its reasonable discretion to threaten the continuing performance of services hereunder or the reputation of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion Investment Advisor. Upon termination of the Company, Agreement pursuant to this paragraph (b) the Executive is guilty Investment Advisor shall pay to BNY Mellon such compensation as shall have accrued to the effective date of acts constituting “Causesuch termination.”

Termination for Cause. The Company may, during may terminate the Term, Executive’s employment hereunder at any time for “Cause” (as hereinafter defined) immediately upon written notice to the Executive. Such written notice shall set forth with reasonable specificity the Company’s basis for such termination. For purposes of this Agreement and for purposes of the LLC Agreement, terminate “Cause” for the Executive’s Employment under this Employment Agreement and discharge termination will exist at any time after the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as happening of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: following events, in each case as determined in good faith by the Company’s Board: (a) Executive’s — (i) any conviction of, willful misconduct or pleading gross negligence in the performance of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement hereunder which failure continues for thirty is not remedied (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) aboveremediable) within thirty (30) business days after written notice from the Company’s Board, which written notice shall state that failure to remedy such conduct may result in termination for Cause, or (ii) willful refusal to comply in any material respect with the legal directives of the Company’s Board so long as such directives are not inconsistent with the Executive’s receipt position and duties, or a material breach of a this Agreement or any written Company policy which if not remedied (if remediable) within 30 business days after written notice from the Company’s Board, which written notice shall state that failure to remedy such conduct may result in termination for Cause; (b) Executive’s deliberate attempt to do injury to the Company; (c) Executive’s commission of any act of fraud, willful misrepresentation, misappropriation, embezzlement or any act of similar gravity involving moral turpitude; (d) Executive’s abuse of controlled substances or alcohol which materially impairs the goodwill or business of the Company finding thator causes material damage to its property, in goodwill or business or impairs Executive’s fulfillment of his responsibilities to the good faith opinion Company; or (e) Executive’s commission of a felony that is reasonably likely to cause material harm to the standing and reputation of the Company, the Executive is guilty of acts constituting “Cause.”

Termination for Cause. The Company may, during Studio shall have the Term, upon notice right to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive Term at any time for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their termscause. As used herein, the term “Causecause” shall refer to the termination of the Executive’s Employment as a result mean (a) misappropriation of any one material funds or more property of Studio or any of its related companies; (b) failure to obey reasonable and material orders given by the following: Chief Financial Officer of Studio or by the Board; (ic) any material breach of this Agreement by you; (d) conviction of, of or pleading entry of a plea of guilty or nolo contendre by, the Executive for any to a felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the companyor a crime involving moral turpitude; (iie) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failureact, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on by you in bad faith to the part material detriment of the Executive, shall be considered “willful” if it is done, Studio; or omitted to be done, by the Executive (f) material non-compliance with established Studio policies and guidelines (after which you have been informed in good faith or with reasonable belief that his action or omission was in the best interest writing of the Company. The Executive shall such policies and guidelines and you have the opportunity failed to cure any such acts or omissions non-compliance); provided that in each such case (other than clause (ia) aboveor (d) within thirty or a willful failure in (30b) days or repeated breaches, failures or acts of the Executive’s receipt same type or nature) prompt written notice of a notice from such cause is given to you by specifying in reasonable detail the Company finding that, facts giving rise thereto and that continuation thereof will result in the good faith opinion termination of the CompanyEmployment Term, and such cause is not cured within ten (10) business days after receipt by you of the Executive first such notice. If the Employment Term is guilty terminated as set forth in this Paragraph 11, then payment of acts constituting “Causethe specified Base Salary and any additional noncontingent cash compensation (including, without limitation, any equity-based compensation which has vested and expense reimbursement for expenses incurred prior to your termination) theretofore earned by you shall be payment in full of all compensation payable hereunder. If Studio terminated the Employment Term pursuant to this Paragraph 11, then you shall immediately reimburse Studio for all paid but unearned sums.”

Termination for Cause. 8.2.1 The Company maymay terminate, during the Termat any time, upon notice to the Executive, terminate the Executive’s Employment under 's employment for cause. The term for "cause" for purposes of this Employment Agreement and discharge shall mean that the Executive for Cause (as defined below) and, in such event, except as set forth in did any of the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that following: (a) Acted dishonestly or incompetently or engaged in willful misconduct in the Company shall pay the Executive any amount due and owing as performance of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and Executive's duties; (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer Breached fiduciary duties owed to the termination of the Executive’s Employment as a result of Company; (c) Intentionally failed to perform reasonably assigned duties; (d) Willfully violated any one or more of the following: (i) any conviction oflaw, rule, or pleading of nolo contendre byregulation, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company or court order (other than the Cannabis related business of the company; (ii) minor traffic violations or similar offenses), or otherwise committed any willful and knowing misconduct of the Executive with intent act which has would have a materially injurious effect material adverse impact on the business of the Company; or (iiie) Is in breach of this Agreement and such breach is not cured by Executive within ten (10) days' written notice to him. 8.2.2 Executive shall be sent written notice of termination that specifically sets forth in reasonable detail the willful facts and knowing gross dishonesty circumstances upon which the Board of Directors believes that the Executive has given the Company cause for termination of Executive's employment. Said notice shall give the Executive an opportunity, together with intent which has a materially injurious effect on legal counsel, to be heard before the business Board of Directors of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues . Termination for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above cause shall be deemed to based on a finding by two-thirds (2/3) of the Board of Directors (not including Executive, should he be deleted from this Employment Agreement a member of the Board of Directors), and said Board shall have no force or effect concurrently with the consummation of a Change of Controlspecify its findings concerning said termination in detail. For purposes of this Section 6.1Subsection, no act acts, or failure to act, on the Executive's part of the Executive, shall will be considered “willful” if it is willful or willfully done unless done, or omitted admitted to be done, by the Executive in good bad faith or with and without reasonable belief that his the Executive's action or omission was in the best interest of the Company. The Executive shall have . 8.2.3 Notwithstanding the opportunity to cure foregoing, however, any such acts or omissions (other than clause (i) above) within thirty (30) days conviction of the Executive’s receipt Executive for any criminal act involving any violence, dishonesty, fraud, or breach of a notice from the Company finding thattrust or other felonious behavior, shall result in the good faith opinion automatic termination of Executive's employment, without notice, and without any of the Company, procedures specified in Subsection 8.2.2 above. 8.2.4 In the event that the Executive is guilty of acts constituting “Causeterminated for cause, then he shall be entitled to receive any accrued compensation that may be due and owing him under Section 4 above, but no other benefits or compensation whatsoever.”

Termination for Cause. The Company may, during the Term, upon notice to the Executive, terminate the Following Executive’s Employment under this Employment Agreement and discharge the Executive Termination for Cause (as defined below) andCause, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company Employers shall pay the Executive any amount due and owing as accrued but unpaid Base Salary through the date of the termination date pursuant to Section 3.1 and Articles 4 and 5 of Executive’s employment (subject, payable in each case, to Section 3.2accordance with Employers’ normal payroll practices), and any earned but unpaid Incentive Compensation for any prior period, pro rata and to the extent earned (bpayable on the schedule as provided in Agreement paragraph 4(b) above). Any outstanding equity awards shall be subject to the remaining provisions terms and conditions of this Employment Agreement the applicable plan and applicable award agreement. Executive shall remain in full force and effect have no right to any other compensation or benefits (except for vested benefits under any employee benefit plan in accordance with their terms. As used herein, the term “Cause” shall refer to the termination terms of the Executive’s Employment as a result of plan and any one right to continued health coverage under COBRA or more of the following: (isimilar state law) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has period after a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues Termination for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of ControlCause. For purposes of this Section 6.1Agreement, no act “Termination for Cause,” which shall be determined by Employers’ Boards of Directors in the reasonable exercise of their discretion and acting in good faith, is a termination of Executive’s employment as a result of Executive’s dishonesty; willful misconduct; incarceration for ten (10) or more days; breach of fiduciary duties; intentional failure to act, on perform his job duties; willful violation of any law (other than minor traffic violations or less serious offenses) or a final cease-and-desist order; the part regulatory suspension or removal of Executive as defined in Agreement paragraph 8; Executive’s failure or refusal to follow instructions of the Boards of Directors of Employers; or Executive’s material breach of the terms of this Agreement, shall be considered “willful” if it which material breach of this Agreement is done, or omitted not cured (to be done, the extent deemed curable by the Boards) by Executive within 10 calendar days after his receipt of Employers’ written notice thereof, including, without limitation, failure by Executive to perform Executive’s duties and responsibilities in the manner and to the extent required under this Agreement. The termination of Executive’s employment shall not be a Termination for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted in good faith or with reasonable belief that his action or omission was in by the best interest affirmative vote of not less than two-thirds of the Company. The Executive shall have the opportunity to cure any such acts or omissions membership of Employers’ Boards of Directors (other than clause Executive, if applicable) at a meeting of the Boards called and held for such purpose (i) above) within thirty after at least fifteen (3015) days prior written notice of the such meeting and Executive’s receipt alleged improper conduct is communicated to Executive and Executive (together with Executive’s counsel) is given an opportunity to be heard before the Boards of a notice from the Company Directors), finding that, in the good faith opinion of the Company, the that Executive is guilty of acts constituting “the conduct described as Termination for Cause and specifying in detail the grounds for its decision, and further that the specified conduct remains uncured pursuant to the terms hereof or was not capable of cure. Employers’ Boards of Directors, in their discretion, may place Executive on a paid leave of absence for all or any portion of the period of time from the delivery of the written notice described in this Agreement until the effective date of the Termination for Cause, or the date on which Executive returns to work from such paid leave of absence.”

Termination for Cause. The Company maymay terminate your employment and this Agreement for Cause upon written notice following its determination that you have committed any of the following acts (“Termination for Cause”): (A) conviction of or a guilty/no contest plea to a felony or a crime involving moral turpitude, the nature and circumstances of which are determined in the Company’s discretion to disqualify you from continued employment with Company; (B) fraud; (C) embezzlement or other misappropriation of funds; (D) material misrepresentation with respect to the Company; (E) substantial and/or repeated failure to perform duties; (F) gross negligence or willful misconduct in the performance of duties; (G) commission of any act or involvement in any situation, or occurrence, whether before or during the Term, upon or which brings (or if made public, would reasonably be expected to bring) you or the Company into widespread public disrepute, contempt, scandal or ridicule, or which justifiably shocks, insults or offends a significant portion of the community, or your or the Company being subject to publicity for any such conduct or involvement in such conduct; (H) material violation of the Employee Handbook, the Code of Conduct or any other written Company policy; or (I) material breach of this Agreement. Prior to any Termination for Cause, the Company will provide you with notice setting forth the reasons that Cause exists, in which case you will have an opportunity to cure, provided a cure is reasonably possible and timely effected, to the Executive, terminate Company’s satisfaction and is not a matter that was the Executivegeneral subject matter of an earlier cure notice given to you. It is expressly understood that the Company’s Employment under this Employment Agreement and discharge the Executive ability to effect a Termination for Cause (as defined below) andis not an exclusive remedy, and further that nothing in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) Agreement prevents the Company shall pay the Executive from obtaining any amount due and owing as all appropriate remedies for any injury that arises out of the termination date pursuant or is related to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions any breach of this Employment Agreement shall remain in full force and effect in accordance with their termsAgreement. As used hereinIn the event of your Termination for Cause, the term “Cause” shall refer you will be entitled to the termination of the Executive’s Employment as a result payment of any one or more accrued but unpaid Base Salary due to you through the date of the following: termination (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other payable no later than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from after such termination); any accrued, but unpaid vacation to the extent required by Company detailing policy or law; accrued, but unreimbursed business expenses (payable as provided in paragraph 4(b) above); and other unpaid amounts, if any, then due to you under Company benefit plans or programs, which will be payable as provided by the area or areas terms and conditions of such failure, other than such failure resulting from his Disability plans (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Companycollectively, the Executive is guilty of acts constituting “CauseAccrued Amounts”).”

Termination for Cause. The Company may, during the Term, upon notice Subject to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as force majeure provision set forth in the proviso to this Section 6.1herein, neither Party party shall have any rights terminate or obligations under Article 2cancel the Contract, Sections 3.1whether by court action or otherwise, or Articles 4 and 5; provided, however, that (a) unless there is a Material Default by the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Controlparty. For purposes of this Section 6.1the Contract, no act or failure to act, on the part of the Executive, a Material Default shall be considered “willful” if it is done, or omitted to be done, any monetary default not cured by the Executive in good faith or with reasonable belief that his action or omission was in COMPANY within fifteen (15) days of receipt of notice from the best interest of the Company. The Executive shall have the opportunity to cure TOWNSHIP and any non-monetary default by a party not cured by such acts or omissions (other than clause (i) above) party within thirty (30) days of the Executive’s receipt of a notice from by the Company finding thatnon-defaulting party of such default unless default is attributable to an event of force majeure or unless it is not reasonably possible for the defaulting party, in which case the good faith opinion defaulting party shall have such amount of time as is reasonable necessary to cure such default. In the event that the TOWNSHIP feels that the COMPANY is not curing the default within a reasonable time. The TOWNSHIP may file a lawsuit seeking any and all remedies available to the TOWNSHIP at law or in equity. Neither party shall be obligated to perform and neither shall be deemed to be in Material Default hereunder if performance of a non-monetary obligation is prevented by the occurrence of any of the Companyfollowing (herein called “force majeure” or “event of force majeure”) acts of God, strikes, lockouts, other industrial disturbances, acts of the Executive is guilty public enemy, laws, rules and regulations of acts constituting “Cause.”applicable governmental bodies, wars or warlike action (whether actual, impending, or expected and whether de jure or de factor), arrest or other restraint of government (civil or military), blockades, insurrections, riots, epidemics, landslides, earthquakes, fires, hurricanes, storms, floods, washouts, civil disturbances, explosions, nuclear reaction or radiation, radioactive contamination, or any other causes whether for the kind herein enumerated or otherwise, that are not reasonably within the control of the party claiming the right of delay performance on account of such occurrence. The termination of the Contract my become effective, at the discretion of the non-defaulting party, fifteen

Termination for Cause. The Company maymay terminate Executive for cause immediately, during without notice, if Company reasonably concludes that Employee has committed fraud, theft, embezzlement, misappropriation of Company funds or other property, or any felony. Company may also terminate Executive for cause for any of the Termfollowing: (a) Breach by Executive of any material provision of this Agreement; (b) Violation by Executive of any statutory or common law duty of loyalty to Company; or (c) A material violation by Executive of Company's employment policies; or (d) Commission of such acts of dishonesty, upon gross negligence, or willful misconduct as would prevent the effective performance of Executive’s duties or which result in material harm to Company or its business. Company may terminate this Agreement for cause by giving written notice of termination to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that if Company declares Executive to be in default of this Agreement under subsection (a) above because Executive fails to substantially perform his material duties and responsibilities under this Agreement, Company shall deliver a written demand for substantial performance of such duties and responsibilities to Executive. Such demand must identify the manner in which the Board believes that Executive has not substantially performed his duties, and Executive shall have a period of 30 days to correct the deficient performance. With the exception of the covenants included in paragraph 3 above, upon termination for cause, the obligations of Executive and Company under this Agreement shall immediately cease. Such termination shall be without prejudice to any other remedy to which Company may be entitled either at law, in equity, or under this Agreement. If Executive’s employment is terminated pursuant to this paragraph, Company shall pay the to Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading Executive’s accrued but unpaid Annual Salary and the value of nolo contendre by, accrued but unused vacation pay through the Executive for any felony relating to the willful and knowing disregard effective date of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the companytermination; (ii) any willful Executive’s accrued but unpaid Annual Bonus, if any; and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) business expenses incurred prior to the willful and knowing gross dishonesty effective date of termination. Executive shall not be entitled to continue to participate in any employee benefit plans except to the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues extent provided in such plans for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is doneterminated participants, or omitted to as may be done, required by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causeapplicable law.”

Termination for Cause. The Company may, during the Term, upon Either party may terminate this Agreement prior to its expiration for cause with thirty (30) Days prior written notice to the Executive, terminate the Executive’s Employment non-terminating party as follows: (a) If SERVICERS or IPAYMENT become unable to perform its obligations under this Employment Agreement or, specifically and discharge without limiting the Executive for Cause (as defined below) andgenerality of the foregoing, in such event, except as set forth in the proviso SERVICERS or IPAYMENT becomes unable to this Section 6.1, neither Party shall have perform its obligations hereunder because of any rights applicable law or obligations under Article 2, Sections 3.1regulation, or Articles 4 and 5; providedany judgment, order, decree, or agency requirement; (b) If VISA or MasterCard does not approve, or objects to, the transactions contemplated hereby or imposes costs or requires changes in connection with any activity or transaction contemplated hereby that reduce or otherwise adversely affect the financial benefits that either party is intended to derive from this Agreement. Termination under this Subsection, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for requires an additional thirty (30) days following written after notice from to cure. This additional time will permit an opportunity to negotiate with VISA or MasterCard and for the Company detailing parties to renegotiate as to the area manner in which to proceed; or (c) This Agreement, the transactions contemplated hereby or areas SERVICERS' participation therein is deemed or criticized by the Office of such failure, the Comptroller of the Currency or other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed regulatory agency to be deleted from this Employment Agreement unlawful, unsafe, and shall have no force unsound or effect concurrently with otherwise inappropriate. Notwithstanding the consummation of a Change of Control. For purposes of this Section 6.1foregoing, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) aboveSERVICERS and IPAYMENT reserve the right to immediately terminate this Agreement upon written notice for any breach of confidentiality obligations or any infringement of SERVICERS' or IPAYMENT's Intellectual Property or misuse of SERVICERS' or IPAYMENT's Marks by the other party; and (ii) within thirty SERVICERS reserve the right to immediately terminate this Agreement upon written notice for any commission of any fraudulent or illegal activity of any Sub Independent Sales Organization wherein either (30A) days of the Executive’s receipt of a notice from the Company finding thatfraudulent or illegal activity is material and IPAYMENT has not taken immediate action to cease such activities upon any notification, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causeor (B) VISA and/or MasterCard require immediate termination.”

Termination for Cause. The Company may, during the Term, upon notice may terminate Executive’s employment pursuant to the Executiveterms of this Agreement at any time for cause by giving written notice of termination. Such termination will become effective upon the giving of such notice. Upon any such termination for cause, terminate the Executive’s Employment Executive shall have no further right to compensation, bonus or reimbursement under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to Section 5. For purposes of this Section 6.17.02, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Causecause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the followingmean: (i) any conviction of, Executive is convicted of a felony which is directly related to Executive’s employment or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the companyCompany or could otherwise reasonably be expected to have a material adverse effect on the Company’s business, prospects or future stock price which price should be measured over a period of at least six months. Felonies involving the driving of motor vehicles shall not be grounds for termination; (ii) any willful and knowing Executive, in carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or intentional misconduct of the Executive with intent which has a materially injurious effect on the business of resulting in either case in direct material harm to the Company; (iii) Executive is found in a civil action to have breached his fiduciary duty to the willful and knowing gross dishonesty Company resulting in direct profit to him; (iv) Executive is found in a civil action to have materially breached any provision of Section 10 or Section 11; (v) Executive’s repeated refusal (other than any failure to perform arising from a physical or mental disability) to act in accordance with the Executive with intent which has a materially injurious effect on the business reasonable directions of the Company; and (iv) a willful and material failure ’s Board of Directors directing Executive to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (perform services consistent with Executive’s status as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest an officer of the Company. The , which refusal is not cured by Executive shall have the opportunity to cure any such acts or omissions within ten (other than clause (i) above) within thirty (3010) days of the Executive’s receipt of a written notice thereof from the Company finding that(provided, however, that if such breach cannot be cured within ten (10) days and Executive commences the cure thereof and diligently pursues the same, such failure shall not constitute “cause” unless such breach is not cured in the good faith opinion its entirety within twenty (20) days of Executive’s receipt of the Companywritten notice of breach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the effective performance of his duties; and (vii) Executive’s material breach of any obligations of Executive is guilty which remains uncured for more than ten (10) days after written notice thereof by the Company to Executive. Executive's failure to comply with the requirements of acts constituting “CauseSection 10 of this Agreement shall constitute a material breach of this Agreement. The term "found in a civil action" shall not apply until all appeals permissible under the applicable rules of procedure or statute have been determined and no further appeals are permissible.”

Termination for Cause. The Company mayBoard, during the Termby vote of a majority of its members at a meeting at which Employee is present and given an opportunity to present his views, upon notice to the Executive, may terminate the Executive’s Employment under this Employment Agreement and discharge the Executive employment of Employee with Employer at any time for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions “Cause.” For purposes of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used hereinAgreement, the term “Cause” shall refer be deemed to the termination of the Executive’s Employment as a result of any one or more of the following: exist if, and only if: (i) any conviction ofEmployee shall engage, during the performance of his duties hereunder, in acts or pleading omissions constituting dishonesty, intentional breach of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; fiduciary obligation or intentional wrongdoing or malfeasance; (ii) any willful Employee shall intentionally disobey or disregard a lawful and knowing misconduct proper direction of the Executive with intent which has a materially injurious effect on the business of the CompanyBoard; or (iii) the willful Employee shall materially breach this Agreement, and knowing gross dishonesty such breach by its nature is incapable of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues being cured, or such breach remains uncured for thirty (30) more than 30 days following receipt by Employee of written notice from Employer specifying the Company detailing nature of the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement breach and shall have no force or effect concurrently with demanding the consummation of a Change of Controlcure thereof. For purposes of this Section 6.1clause (iii), no act a material breach of this Agreement which involves inattention by Employee to his duties under this Agreement shall be deemed a breach capable of cure. The following shall not constitute Cause for the termination of the employment of Employee or the modification or diminution of any of his authority hereunder: (i) any personal or policy disagreement between Employee and Employer or any member of Employer or the Board; or (ii) any action taken by Employee in connection with his duties hereunder, or any failure to act, on the part of the Executive, shall be considered “willful” if it is done, Employee acted or omitted failed to be done, by the Executive act in good faith or with reasonable belief that his action or omission was and in a manner he reasonably believed to be in, and not opposed to, the best interest of Employer, and he had no reasonable cause to believe his conduct was unlawful. Notwithstanding anything herein to the Companycontrary, if Employer shall terminate the employment of Employee hereunder for Cause, Employer shall give at least 30 days prior written notice to Employee specifying in detail the reason or reasons for Employee’s termination. The Executive If the employment of Employee with Employer is terminated by Employer for Cause, Employer shall pay Employee his accrued but unpaid Base Salary (at the rate most recently determined) through the date of termination and a Supplemental Retirement Benefit calculated on Employee’s Base Salary earned through the date of termination, and, except as otherwise provided in this Agreement or in any Benefit Plan, Insurance Plan, program or arrangement of Employer, Employer shall have no further obligation to Employee under this Agreement. Such termination shall have no effect upon Employee’s rights under the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the CompanyBenefit Plans, the Executive is guilty Insurance Plans and the retiree medical coverage described in paragraph (j) of acts constituting “CauseSection 4 hereof.”

Termination for Cause. (i) The Company mayshall have the right to terminate Executive’s employment with the Company at any time for “Cause”, during which shall include, but is not limited to, the Termfollowing: (A) Executive is convicted of or Executive pleads guilty or nolo contendere to, upon notice any felony, or Executive is convicted of, or Executive pleads guilty or nolo contendere to, any crime or offense (whether or not involving the Company or any of its affiliates) either (A) constituting a crime of moral turpitude that is punishable by imprisonment in a state or federal correction facility, or (B) involving acts of theft, fraud or embezzlement; (B) Executive’s misconduct that causes material harm to the ExecutiveCompany’s business reputation, terminate or commission of a material act of dishonesty involving the Company or its affiliates; (C) Material fraud with respect to the Company or any of its affiliates; (D) a material breach by Executive of his obligations under this Agreement or any other written agreement with the Company, which Executive fails to cure within 30 days after receipt of written notice of such breach; and (E) breach of the Company’s policies or procedures which causes, or could reasonably be expected to cause, material harm to the Company or its affiliates, which Executive fails to cure within 30 days after receipt of written notice of such breach. (ii) If the Company terminates Executive’s Employment employment for Cause at any time, then: (A) Executive will not be entitled to pay in lieu of notice or any other such compensation, and all compensation and benefits payable to Executive under this Employment Agreement terminate on Executive’s date of termination, and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (aB) the Company shall agrees to pay Executive the Executive any amount due Base Salary and owing benefits under Section 4(a) and Section 4(e) that have accrued as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causetermination.”

Termination for Cause. The Company may, during Studio shall have the Term, upon notice right to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive Term at any time for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their termscause. As used herein, the term “Causecause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: mean (i) misappropriation of any conviction of, material funds or pleading property of nolo contendre by, the Executive for Studio or any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis its related business of the companycompanies; (ii) any willful failure to obey reasonable and knowing misconduct material orders given by the Chief Operating Officer of Studio or by the Executive with intent which has a materially injurious effect on the business of the CompanyBoard; (iii) the willful and knowing gross dishonesty any material breach of the Executive with intent which has a materially injurious effect on the business of the Companythis Agreement by you; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area conviction of or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation entry of a Change plea of Control. For purposes of this Section 6.1guilty or nolo contendre to a felony or a crime involving moral turpitude; (v) any willful act, no act or failure to act, on by you in bad faith to the part material detriment of the Executive, shall be considered “willful” if it is done, Studio; or omitted to be done, by the Executive (vi) material non-compliance with established Studio policies and guidelines (after which you have been informed in good faith or with reasonable belief that his action or omission was in the best interest writing of the Company. The Executive shall such policies and guidelines and you have the opportunity failed to cure any such acts or omissions non-compliance); provided that in each such case (other than clause (i) aboveor (iv) within thirty or a willful failure in (30ii) days or repeated breaches, failures or acts of the Executive’s receipt same type or nature) prompt written notice of a notice from such cause is given to you by specifying in reasonable detail the Company finding that, facts giving rise thereto and that continuation thereof will result in the good faith opinion termination of the CompanyEmployment Term, and such cause is not cured within ten (10) business days after receipt by you of the Executive first such notice. If the Employment Term is guilty terminated as set forth in this Paragraph 11, then payment of acts constituting “Causethe specified Base Salary and any additional noncontingent cash compensation (including, without limitation, any equity-based compensation which has vested and expense reimbursement for expenses incurred prior to your termination) theretofore earned by you shall be payment in full of all compensation payable hereunder. If Studio terminated the Employment Term pursuant to this Paragraph 11, then you shall immediately reimburse Studio for all paid but unearned sums.”

Termination for Cause. The Company may, during the Term, upon notice Notwithstanding anything to the Executivecontrary contained in this Agreement, Company hereunder may terminate the Executive’s Employment under this Employment Agreement and discharge the Executive Employee’s employment for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their termsCause. As used hereinin this Agreement, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: mean (i) any conviction ofaction or omission of Employee which constitutes (A) a material breach of any of the provisions of Section 5 of this Agreement, (B) a material breach by Employee of his fiduciary duties and obligations to Company, or pleading of nolo contendre by, the Executive for (C) Employee’s failure or refusal to follow any felony relating to the willful and knowing disregard lawful directive of the law Board, in intentionally committing acts detrimental each case which act or omission is not cured (if capable of being cured) within ten (10) days after written notice of same from the Board to the Company other than the Cannabis related business of the company; Employee, (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing conduct constituting fraud, embezzlement, misappropriation or gross dishonesty by Employee in connection with the performance of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues or (iii) a conviction of Employee for (A) a felony (other than a traffic violation) or (B) a crime involving moral turpitude, but only if the Board determines that such conviction will damage or bring into disrepute the business, reputation or goodwill of Company or impair Employee's ability to perform his duties for Company. For any termination for Cause under this Section 4.1 other than Section 4.1(i)(C), Employee shall be given prior written notice of the proposed termination for Cause, specifying the specific grounds therefor and, if such grounds are capable of being cured, Employee shall have thirty (30) days following written notice from the Company detailing the area or areas after receipt of such failurenotice to cure. It is presumed that any stated grounds for a termination for Cause under Section 4.1(i) are capable of being cured but grounds for a termination for Cause under Section 4.1(ii) or (iii) are not capable of being cured, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with however, the consummation of Board may determine, in its discretion, allow a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days day cure period for a termination for Cause under Section 4.1(ii) or (iii). A termination for Cause shall not be effective until the expiration of the Executive’s receipt applicable cure period prescribed by this Section 4.1Upon the effectiveness of a notice from any termination pursuant to this Section 4.1, Employee shall only be entitled to his Total Salary as accrued through the date of termination, reimbursement of expenses incurred prior to the date of termination in accordance with Section 3.1 hereof and, and any other compensation and benefits payable in accordance with Section 3.2 hereof. Upon making such payments, Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causeshall have no further liability to Employee hereunder.”

Termination for Cause. The Company may(i) If, during the Employment Term, upon notice to OUTFRONT terminates the employment of Executive for Cause, which for purposes of this Agreement is defined as (A) fraud, misappropriation or embezzlement on the part of Executive, terminate the (B) Executive’s Employment under this Employment Agreement and discharge conviction of a felony or a misdemeanor involving fraud, perjury or moral turpitude, (C) Executive’s repeated willful failure to perform services hereunder, or (D) Executive’s material breach of the Executive for Cause (as defined below) andprovisions of paragraphs 4, in such event5, 6, 8, 9, 10, 11, 12 or 13 hereof, except as set provided below with respect to clauses (C) or (D) above (as it relates to paragraphs 4 and 5 only), then OUTFRONT shall immediately have the right to terminate this Agreement without further obligation of any nature, including, but not limited to, the payment of cash compensation, the vesting of equity compensation, and/or the accrual of vacation time, except for the payment of vested benefits and/or allowing Executive to be eligible for medical and dental benefits as required by law. OUTFRONT will give Executive written notice prior to terminating his employment pursuant to paragraphs 7(b)(i)(C) or 7(b)(i)(D) (as the latter relates to paragraphs 4 and 5 hereof), setting forth the nature of any alleged repeated willful failure or material breach in reasonable detail and the proviso conduct required to this Section 6.1cure, neither Party if any. Except for a repeated willful failure or material breach which, by its nature, OUTFRONT determines cannot reasonably be expected to be cured, Executive shall have ten (10) business days from the date on which OUTFRONT provides such notice within which to cure any rights repeated willful failure under clause (C) of this paragraph 7(b)(i) or obligations material breach under Article 2, Sections 3.1, or Articles clause (D) (relating to paragraphs 4 and 55 hereof) of this paragraph 7(b)(i); provided, however, that if OUTFRONT reasonably expects irreparable injury from a delay of ten (a10) business days, OUTFRONT may give Executive notice of such shorter period within which to cure as is reasonable under the Company shall pay the circumstances. If Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to cures the willful and knowing disregard of failure or material breach as provided for in the law in intentionally committing acts detrimental aforementioned notice thereof, then Cause shall not exist with respect to the Company other than the Cannabis related business of the company; (ii) any such willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and failure or material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Controlbreach. For purposes of this Section 6.1Agreement, no act act, or failure to act, on the Executive’s part of the Executive, shall be considered deemed “willful” if it is unless done, or omitted to be done, by the Executive not in good faith or with and without reasonable belief that his Executive’s action or omission was in in, or not opposed to, the best interest of OUTFRONT. (ii) Notwithstanding the Company. The foregoing, Executive shall have the opportunity be entitled to cure receive any such acts or omissions (other than clause (i) above) within thirty (30) days of the Accrued Amounts should Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causeemployment be terminated for Cause pursuant to this paragraph 7(b).”

Termination for Cause. The Company (a) Newco may, during the Term, upon notice to the Executivein its sole discretion, terminate this Agreement, effective after the Executive’s Employment under grace periods described below, by giving written notice of such termination to BioVeris, if BioVeris fails materially to comply with any material obligation of this Employment Agreement Agreement, and discharge the Executive for Cause BioVeris fails to cure such breach within sixty (as defined below60) anddays after written notice thereof by Newco or, if such breach cannot reasonably be cured within sixty (60) days, BioVeris fails to commence to cure such breach within said sixty-day period and diligently continue to cure such breach, unless otherwise specified in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5Agreement; provided, however, that (a) if BioVeris is unable to cure a breach due to Force Majeure, then such 60-day period shall be extended for a period of time reasonable under the Company circumstances. If there should be a dispute between the parties as to whether a breach exists which entitles Newco to terminate for cause, the matter shall pay be resolved promptly under the Executive any amount due provisions of Article 4 hereof and owing as of the termination date pursuant all attempts to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and terminate shall be stayed. (b) From time to time during the remaining provisions term of this Employment Agreement Agreement, Newco may in advance of first sale, placement or other commercialization of a proposed product that uses or incorporates Licensed ECL Technology, request in writing that BioVeris confirm that such proposed product is an ECL Product. At Newco’s request, BioVeris shall remain confirm in full force and effect writing receipt of such notice. This request process described in accordance with their termsthis Section 5.2(b) is only available on a product-by-product basis. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties A single request under this Employment Agreement which failure continues for thirty process shall not apply to groups or ranges of products. Each such request shall include sufficient information to enable BioVeris to make a determination of whether the proposed product is an ECL Product. If BioVeris does not respond within sixty (3060) days following written notice from the Company detailing the area or areas of its receipt of such failurerequest, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above BioVeris shall be deemed to be deleted from this Employment Agreement have responded that the proposed product is not an ECL Product. If BioVeris responds that the proposed product is not an ECL Product and shall have no force or effect concurrently Newco disagrees with such response, a dispute as to the consummation of a Change of Control. For purposes interpretation of this Section 6.1, no act or failure to act, on the part of the Executive, Agreement shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Cause.”deemed to

Termination for Cause. The Notwithstanding any other provision of this Agreement, the Company may, during the Term, upon notice to the Executive, may at any time immediately terminate the this Agreement and Executive’s Employment under employment hereunder for Cause. For this Employment Agreement and discharge the Executive for Cause (as defined below) andpurpose, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer include any of the following: the current use of illegal drugs; use of alcohol or other drugs in a manner which affects the performance of Executive’s duties, responsibilities and obligations as an employee of Company; indictment for any crime involving moral turpitude, fraud or misrepresentation; commission of any act which would constitute a gross misdemeanor or felony and which would adversely affect the business or reputation of the Company; dishonesty or fraud; misappropriation or embezzlement of Company funds or property; misconduct or negligent or reckless conduct which is injurious to the termination reputation, business, affairs or business relationships of the Company; breach of any written policies of the Company including but not limited to any applicable codes of ethics; material violation or default of any of the provisions of this Agreement; failure to perform Executive’s Employment duties hereunder; failure or refusal to perform the reasonable and lawful instructions of Executive’s supervisors; frequent or extended, and unjustifiable (not as a result of incapacity or disability) absenteeism; incompetence or negligence in performing Executive’s duties hereunder; or any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice meet reasonable performance criteria or reasonable standards of conduct as established from time to time by the CEO or the Board. The initial determination as to whether Cause exists shall be made by the CEO, who shall then provide input and recommendations to the Board. The Board in the exercise of reasonable discretion shall make the final determination as to whether Cause exists. If the Company detailing terminates Executive’s employment hereunder for Cause, it shall deliver a notice of termination in writing to Executive, which notice shall include the area basis for such Cause; and in any such case Executive’s employment with the Company shall terminate on the date specified in the notice (or areas of such failureif no date is specified in the notice, other than such failure resulting from his Disability (as defined belowimmediately); provided. If the Company terminates Executive’s employment hereunder for Cause, that clause (iv) above no severance shall be deemed to be deleted from this Employment Agreement payable and shall the Company will have no force further obligation or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure liability to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Cause.”

Termination for Cause. Employee’s employment under this Agreement shall commence on the Effective Date and shall continue indefinitely for no specific term. The Company maymay terminate Employee’s employment with the Company at will at any time upon written notice, during the Termwith or without Cause or advance notice, upon notice for any reason or no reason at all, notwithstanding anything to the Executivecontrary contained in or arising from any statements, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights policies or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) practices of the Company shall pay relating to the Executive any amount due and owing as employment, discipline or termination of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions its employees. For purposes of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used hereinAgreement, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of mean any one or more of the following: (ia) the commission of any conviction ofact of fraud, embezzlement or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent dishonesty by Employee which has a materially injurious effect on adversely affects the business of the Company; (iiib) the willful and knowing gross dishonesty any unauthorized use or disclosure by Employee of the Executive with intent which has a materially injurious effect on the business confidential information or trade secrets of the Company; and (ivc) a willful and material failure the refusal or omission by Employee to consistently discharge perform any lawful duties properly required of his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failureAgreement, other than provided that any such failure resulting or refusal has been communicated to Employee in writing and Employee has been provided a reasonable opportunity to correct it, if correction is possible; (d) any act or omission by Employee involving malfeasance or gross negligence in the performance of Employee’s duties to, or material deviation from his Disability (as defined below); any of the policies or directives of, the Company, provided, however, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest case of the Company. The Executive shall have the opportunity to cure any such acts deviations from policies or omissions (other than clause directives, (i) above) the Company must give Employee notice of such deviations within thirty (30) days of the Executive’s receipt Company becoming aware of a such an occurrence, (ii) Employee must be given thirty (30) days to cure or correct the deviation, if curable, and (iii) Employee may only be terminated if the deviation remains uncured after thirty (30) days, if curable, following written notice from and upon the Company finding that, in approval of the good faith opinion Board of Directors; (e) conduct on the part of Employee which constitutes the breach of any statutory or common law duty of loyalty to the Company; or (f) any illegal act by Employee which the Board determines adversely affects the business of the Company, the Executive is guilty of acts constituting “Causeor any felony committed by Employee, as evidenced by conviction thereof.”

Termination for Cause. The Company maymay terminate the Employee's employment for Cause if (i) the Employee willfully, during substantially, and continually fails to perform the Termduties for which he is employed by the Company, upon notice (ii) the Employee willfully fails to comply with the reasonable instructions of the President and Chief Executive Officer of the Company, (iii) the Employee willfully engages in conduct which is or would reasonably be expected to be materially and demonstrably injurious to the ExecutiveCompany, terminate (iv) the Executive’s Employment under this Employment Agreement and discharge Employee willfully engages in an act or acts of dishonesty resulting in material personal gain to the Executive for Cause Employee at the expense of the Company, (as defined belowv) andthe Employee is convicted of a felony, (vi) the Employee engages in such eventan act or acts of gross malfeasance in connection with his employment hereunder, except as (vii) the Employee commits a material breach of the confidentiality provision set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.115, or Articles 4 and 5; provided, however, that (aviii) the Employee exhibits demonstrable evidence of alcohol or drug abuse having a substantial adverse effect on his job performance hereunder. The Company shall pay exercise its right to terminate the Executive any amount due and owing as Employee's employment for Cause by giving him written notice of termination at least 45 days before the date of such termination specifying in reasonable detail the circumstances constituting such Cause. In the event of such termination of the termination date Employee's employment for Cause, the Employee shall be entitled to receive (i) his base salary pursuant to Section 3.1 and Articles 4 any other compensation and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer benefits to the termination extent actually earned pursuant to this Agreement or any benefit plan or program of the Executive’s Employment Company as a result of any one or more of the following: (i) any conviction ofdate of such termination at the normal time for payment of such salary, compensation or pleading of nolo contendre by, the Executive for any felony relating to the willful benefits and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct amounts owed under the reimbursement policy of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Cause5.”

Termination for Cause. The Company may, during the Term, upon Immediately following notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive of termination for Cause "Cause" (as defined below) and), in specifying such eventCause, except as set forth in given by the proviso Company (termination pursuant to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing 6.3 being referred to herein as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2for "Cause"), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “"Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: " means (i) termination based on Consulting Executive's conviction or plea of "guilty" or "no contest" to any conviction ofcrime constituting a felony in the jurisdiction in which the crime constituting a felony is committed, any crime involving moral turpitude (whether or not a felony), or pleading any other violation of nolo contendre by, the Executive for any felony relating to the criminal law involving dishonesty or willful and knowing disregard of the law in intentionally committing acts detrimental to misconduct that materially injures the Company other than the Cannabis related business of the company(whether or not a felony); (ii) Consulting Executive's substance abuse that in any willful manner interferes with the performance of his duties; (iii) Consulting Executive's failure or refusal to perform his duties at all or in an acceptable manner, or to follow the lawful and knowing misconduct proper directives of the Board of Directors or Consulting Executive's supervisor(s) that are within the scope of Consulting Executive's duties; (iv) Consulting Executive's breach of this agreement; (v) Consulting Executive's breach of the Company's Confidentiality, Proprietary Information and Inventions policies; (vi) misconduct by Consulting Executive with intent which that has a materially injurious effect on the business of or could discredit or damage the Company; (iiivii) the willful and knowing gross dishonesty Consulting Executive's indictment for a felony violation of the Executive with intent which has a materially injurious effect on federal securities laws; or (viii) Consulting Executive's chronic absence from work for reasons other than illness. Any determination of for Cause termination shall be made by the business Board of Directors of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for Company after having first given thirty (30) days following written notice from the Company detailing the area or areas to Consulting Executive of such failuredetermination, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed and afforded Consulting Executive the opportunity to be deleted from heard by the full Board of Directors. Notwithstanding any other provision in this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes Agreement, if Consulting Executive is terminated pursuant to subsection (iii) of this Section 6.16.3 for poor job performance, no act or failure excluding refusal to actperform his duties, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Consulting Executive shall have the opportunity sixty (60) days to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from behavior upon which the Company finding that, in the good faith opinion of the Company, the Executive threatened termination is guilty of acts constituting “Causebased.”

Termination for Cause. The Company may, during the Term, upon notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party Studio shall have the right to terminate this Agreement at any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their termstime for cause. As used herein, the term “Causecause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: mean (i) misappropriation of any conviction of, material funds or pleading property of nolo contendre by, the Executive for Studio or any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis its related business of the companycompanies; (ii) any willful failure to obey reasonable and knowing misconduct material orders given by the Chief Executive Officer of Studio or by the Executive with intent which has a materially injurious effect on the business board of the Companydirectors of Studio; (iii) the willful and knowing gross dishonesty any material breach of the Executive with intent which has a materially injurious effect on the business of the Companythis Agreement by you; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area conviction of or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation entry of a Change plea of Control. For purposes of this Section 6.1guilty or nolo contendre to a felony or a crime involving moral turpitude; (v) any willful act, no act or failure to act, on by you in bad faith to the part material detriment of the Executive, shall be considered “willful” if it is done, Studio; or omitted to be done, by the Executive (vi) material non-compliance with established Studio policies and guidelines (after which you have been informed in good faith or with reasonable belief that his action or omission was in the best interest writing of the Company. The Executive shall such policies and guidelines and you have the opportunity failed to cure any such acts or omissions non-compliance); provided that in each such case (other than clause (i) aboveor (iv) within thirty or a willful failure in (30ii) days or repeated breaches, failures or acts of the Executive’s same type or nature) prompt written notice of such cause is given to you by specifying in reasonable detail the facts giving rise thereto and that continuation thereof will result in termination of employment, and such cause is not cured within ten (10) business days after receipt of a notice from the Company finding that, in the good faith opinion by you of the Companyfirst such notice. If you are terminated as set forth in this Paragraph 11, then payment of the Executive is guilty specified Base Salary and any additional noncontingent cash compensation (including, without limitation, any equity-based compensation which has vested and expense reimbursement for expenses incurred prior to your termination) theretofore earned by you shall be payment in full of acts constituting “Causeall compensation payable hereunder. If Studio terminated you hereunder, then you shall immediately reimburse Studio for all paid but unearned sums.”

Termination for Cause. The Company Company, by action of its Board of Directors, may, during the Term, upon by providing written notice to the ExecutiveEmployee, terminate the Executive’s Employment employment of Employee under this Employment Agreement for "cause" at any time. The term "cause" for purpose of this Agreement shall mean: (i) The refusal of Employee to implement or adhere to lawful policies or directives of the Board of Directors of the Company consistent with this Agreement; or (ii) Employee's conviction of or entrance of a plea of nolo contendere to (A) a felony, (B) to any other crime, which other crime is punishable by incarceration for a period of one (1) year or longer, or (C) other conduct of a criminal nature that may have an adverse impact on the Company s reputation and discharge the Executive for Cause (as defined below) and, in such event, except as set forth standing in the proviso community; or (iii) conduct that is in violation of Employee's common law duty of loyalty to this Section 6.1the Company; or (iv) fraudulent conduct by Employee in connection with the business affairs of the Company, neither Party shall have any rights regardless of whether said conduct is designed to defraud the Company or obligations under Article 2others; or (v) theft, Sections 3.1embezzlement, or Articles 4 and 5other criminal misappropriation of funds by Employee, whether from the Company or any other person; providedor (vi) any breach of or Employee's failure to fulfill any of Employee's obligations, covenants, agreements, or duties under this Agreement. Provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date "cause" pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: clause (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating (vi) shall not be deemed to the willful and knowing disregard of the law in intentionally committing acts detrimental to exist unless the Company other than has given Employee written notice thereof specifying in reasonable detail the Cannabis related business of the company; (ii) any willful facts and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful circumstances alleged to constitute "cause", and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following after such notice such conduct or circumstances has not entirely ceased or been entirely remedied. If Employee's employment is terminated for "cause," the termination shall take effect upon the effective date (pursuant to Section 24 ("Notices") of written notice from of such termination to Employee. In the event Employee's employment is terminated for "cause," then except for unpaid accrued vacation, the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force obligation to pay Employee any amounts, including, but not limited to Base Salary, for or effect concurrently with respect to any period after the consummation effective date of a Change the termination of ControlEmployee's employment for "cause," including any obligation under the Incentive Plan or the Equity Plan. For purposes If the Company attempts to terminate Employee's employment pursuant to this Section 8(a) and it is ultimately determined that the Company lacked "cause," the provisions of Section 8(b) ("Termination by the Company—Termination Without Cause") shall apply, and Employee's sole and exclusive remedy for such breach of this Section 6.1, no act Agreement by the Company and/or any other damages that Employee shall have suffered or failure to act, on the part incurred of the Executiveany nature whatsoever, shall be considered “willful” if it is done, or omitted to be done, receive the payments expressly called for by Section 8(b) ("Termination by the Executive in good faith or Company Termination Without Cause") with reasonable belief that his action or omission was in interest on any past due payments at the best interest rate of eight percent (8%) per year from the date on which the applicable payment would have been made pursuant to Section 8(b) ("Termination by the Company. The Executive shall have the opportunity —Termination Without Cause") plus Employee's costs and expenses (including but not limited to cure any reasonable attorneys' fees) incurred in connection with such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causedispute.”

Termination for Cause. The Company RIVERSIDE may, during the Term, upon by written notice to the ExecutiveSeller, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) andOrder, in such eventwhole or in part, except as set forth for default if: (a) Seller fails to perform in accordance with any requirement of this Order or fails to make sufficient progress thereby endangering the timely performance of this Order; (b) Seller ceases to conduct business in the proviso normal course, is declared insolvent, undergoes any procedure for the suspension of payment, makes a general assignment for the benefit of creditors or a petition for bankruptcy, reorganization, dissolution or liquidation is filed by or against it; or (c) any receiver, trustee or custodian is appointed to take possession of all or a substantial part of Seller’s assets or any committee of Seller’s creditors is formed for the purposes of monitoring or investigating the financial affairs of Seller or enforcing such creditors’ rights. Any such termination shall be at no cost to RIVERSIDE except for completed Products delivered and accepted by RIVERSIDE prior to such termination, and Seller shall repay to RIVERSIDE any payments made in excess thereof. The termination of any part of this Order pursuant to this Section 6.1, neither Party 17 shall have not affect either party’s obligations as to any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) non-terminated parts. In the Company shall pay the Executive any amount due and owing as event of the termination date pursuant to this Section 3.1 17, RIVERSIDE may procure or otherwise obtain, upon such terms and Articles 4 in such manner as RIVERSIDE may deem appropriate, goods and 5 (subject, in each case, services similar to Section 3.2)Products not provided to RIVERSIDE hereunder, and (b) Seller shall be liable to RIVERSIDE for any damages arising therefrom, including attorneys’ fees and excess costs incurred by RIVERSIDE. The obligations hereunder which by their terms might apply after the remaining provisions completion or termination of this Employment Agreement Order (including Sections 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 23 and 25) shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one survive such completion or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causetermination.”

Termination for Cause. The Company may(a) Advisor may terminate this Agreement upon written notice of termination to Subadvisor if any of the following events (each a “Subadvisor Default”) shall occur in relation to Subadvisor or MGM: (1) the commission of an act of theft or embezzlement of money or property by MGM against Advisor, during the REIT, and/or their respective Affiliates, or other act of fraud, gross negligence or willful misconduct by MGM resulting in injury to the property, operations or reputation of Advisor, the REIT, and/or their respective Affiliates; (2) a voluntary termination of this Agreement by Subadvisor prior to the expiration of the Term, upon notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment other than as a result of any one or more of the following: an Advisor Default; (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv3) a willful and continuing material failure breach or default by Subadvisor shall occur with respect to consistently discharge his duties under any term or provision of this Employment Agreement or any representation or warranty, which failure continues default or breach shall continue for a period of thirty (30) days following after written notice from thereof, provided that if, within the Company detailing thirty (30) day-period following receipt of the area written notice thereof, Subadvisor in good faith commences to perform such obligation and cure such breach or areas default and thereafter prosecutes to completion with diligence the curing thereof and cures such breach or default within a reasonable time but in no event later than ninety (90) days following receipt of such failurewritten notice, other than then such failure resulting from his Disability (as defined below); provided, that clause (iv) above breach or default shall not be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Subadvisor Default. (4) a Change of Control. For purposes Control of this Section 6.1, no act or failure to act, on the part Subadvisor other than as a result of the Executive, shall be considered “willful” if it is donedeath or disability of MGM; (5) the conviction or indictment, or omitted plea of guilty or “no contest” to, a felony which results in injury to be donethe property, by operations or reputation of Advisor, the Executive in good faith or with reasonable belief that his action or omission was in the best interest REIT, and/or their respective Affiliates; and (6) a Bankruptcy Proceeding. (b) Subadvisor shall provide prompt written notice to Advisor of the Company. The Executive occurrence of any Subadvisor Default. (c) Subadvisor may terminate this Agreement effective upon written notice of termination to Advisor if any of the following events (each an “Advisor Default”) shall have the opportunity occur in relation to cure any such acts or omissions (other than clause Advisor: (i) aboveA failure by Advisor to pay any amount due to Subadvisor hereunder within 10 business days after receipt by Advisor of written notice from Subadvisor that such payment is past due; (ii) within a continuing material breach or default by Advisor shall occur, with respect to any term or provision of this Agreement or any representation or warranty, which default or breach shall continue for a period of thirty (30) days after written notice thereof, provided that if, within the thirty (30) day-period following receipt of the Executive’s written notice thereof, Advisor, in good faith commences to perform such obligation and cure such breach or default and thereafter prosecutes to completion with diligence the curing thereof and cures such breach or default within a reasonable time but in no event later than ninety (90) days following receipt of such written notice, then such breach or default shall not be deemed to be an Advisor Default; (iii) a notice from the Company finding that, in the good faith opinion voluntary termination of the CompanyAdvisory Agreement by Advisor without cause or good reason; (iv) a Bankruptcy Proceeding involving Advisor; (v) any amendment or modification to the Advisory Agreement having a disproportionately adverse effect on Subadvisor as compared to the effect on Advisor; (vi) a voluntary termination of the Agreement by Advisor prior to the expiration of the Term, other than as a result of a Subadvisor Default; or (vii) a Change of Control of Advisor. (d) Advisor shall provide prompt written notice to Subadvisor of the Executive is guilty occurrence of acts constituting “Causeany Advisor Default.”

Termination for Cause. The Company may, during the Term, SDSP may terminate this Agreement for "cause" upon written notice to the ExecutiveEmployee. If this Agreement is terminated for "cause", terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso Employee shall be entitled to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the followingreceive: (i) the Base Salary through the effective date of termination, (ii) any conviction ofother amounts earned, accrued or pleading of nolo contendre by, the Executive for any felony relating owed to the willful and knowing disregard Employee under this Agreement but not paid as of the law date of termination, and (iii) any other benefits payable to Employee upon such termination under any benefit plans or programs of SDSP in intentionally committing acts detrimental to effect on the Company date of termination; less any claims of SDSP against Employee. The term "cause" shall mean: (i) Employee's confession or conviction of theft, fraud, embezzlement or other than the Cannabis related business of the companycrime involving dishonesty; (ii) any willful and knowing misconduct Employee's excessive absenteeism (other than by reason of the Executive with intent which has a materially injurious effect on the business of the Companyphysical injury, disease, or mental illness) without reasonable cause; (iii) the willful Employee's act or omission constituting a material breach of any provision of this Agreement, including Sections 12, 13, 14 and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company15 below; and (iv) a willful habitual and material failure to consistently discharge his negligence by Employee in the performance of Employee's duties under this Employment Agreement which Agreement; (v) Employee's abuse, misuse or destruction of property of SDSP, its affiliates, or its customers; (vi) Employee's making or publishing of false or malicious statements concerning SDSP; or (vii) material failure continues for thirty (30) by Employee to comply with the policies of SDSP or a lawful directive of the Board of Managers of SDSP and the failure to cure such non-compliance within ten days following after his receipt of a written notice from the Company detailing Board of Managers setting forth in reasonable detail the area or areas particulars of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed non-compliance. The preceding list is not intended to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation exhaustive; other conduct of a Change of Control. For purposes similar nature may result in the termination of this Section 6.1Agreement for "cause." However, no act the results of SDSP's operations or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive any business judgment made in good faith or with reasonable belief that his action or omission was in the best interest by Employee shall not constitute an independent basis for termination of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causethis Agreement for "cause.”"

Termination for Cause. The Company may, during shall have the Term, upon notice right to the terminate Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive 's employment at any time for Cause by giving Executive written notice of the effective date of termination (as defined below) and, in such eventwhich effective date may, except as set forth in otherwise provided below, be the proviso date of such notice). If the Company terminates Executive's employment for Cause, Executive shall be paid his unpaid Base Salary through the date of termination and the amount of any unpaid Bonus to this Section 6.1, neither Party shall have any rights or obligations which Executive had become entitled under Article 2, Sections 3.1, or Articles 4 the Bonus Plan prior to the effective date of such termination and 5; provided, however, that (a) the Company shall pay have no further obli- gation hereunder from and after the Executive any amount due effective date of termination and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company shall have all other than the Cannabis related business of the company; (ii) any willful rights and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties remedies available under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, any other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement agreement and shall have no force at law or effect concurrently with the consummation of a Change of Controlin equity. For purposes of this Section 6.1Agreement only, Cause shall mean: i) fraud, misappropriation, embezzlement, or other act of material misconduct against the Company or any of its affiliates; ii) substantial and willful failure to perform specific and lawful directives of the Board or any Supervising Officer, as reasonably deter- mined by the Board; iii) willful and knowing violation of any rules or regulations of any governmental or regulatory body, which is materially injurious to the financial condition of the Company; iv) conviction of or plea of guilty or nolo contendere to a felony; v) Executive's loss of any personal gaming or related regulatory approval or license required to perform his duties under this Agreement; or vi) a final determination by a court of competent jurisdiction that Executive breached the Standstill Agreement of even date herewith by and among Circus Circus Enterprises, Inc., a Nevada corporation, Michael S. Ensign, William R. Richardson, Da▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇eter ▇. ▇▇▇▇▇ ▇▇, ▇▇▇ ▇le▇▇ ▇. ▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇o subp▇▇▇▇▇▇▇▇ ▇▇) ▇▇▇▇▇, Executive may not be terminated for Cause unless and until the Board has given him reasonable written notice of its intended actions and specifically de- scribing the alleged events, activities or omissions giving rise thereto and with respect to those events, activities or omissions for which a cure is possible, a reasonable opportunity to cure such breach; and provided, further, that for purposes of determining whether any such Cause is present, no act or failure to act, on the part of the Executive, act by Executive shall be considered “"willful” " if it is done, done or omitted to be done, done by the Executive in good faith or with and in the reasonable belief that his action such act or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causeand/or required by applicable law.”

Termination for Cause. The Company may, during If this Agreement is terminated by the Term, upon notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive Corporation for Cause (as defined belowherein), this Agreement shall cease and terminate as of the date of termination of Employee. “Cause” shall be defined as (i) and, in such event, except as set forth commission of a willful act of dishonesty in the proviso course of Employee’s duties hereunder; (ii) conviction by a court of competent jurisdiction of a crime constituting a felony or conviction with respect to this Section 6.1any act involving fraud or dishonesty; (iii) Employee’s continued, neither Party habitual intoxication or performance under the influence of controlled substances during working hours, after the Corporation shall have provided written notice to Employee and given Employee ten (10) days within which to commence rehabilitation with respect thereto, and Employee shall have failed to promptly commence and diligently continue such rehabilitation; (iv) frequent or extended, and unjustifiable (not as a result of incapacity or disability) absenteeism which shall not have been cured within thirty (30) days after the Corporation shall have advised Employee in writing of its intention to terminate Employee’s employment in accordance with the provisions of this subsection in the event such condition shall not have been cured; or (v) Employee’s willful and continued personal misconduct, action, inaction, inability or refusal to perform the duties and responsibilities described in this Agreement and any rights Exhibits hereto, if (A) the Corporation shall have given Employee prior written notice of the reason therefor and (B) a period of thirty (30) days following receipt by Employee of such notice shall have lapsed and the matters which constitute or obligations under Article 2, Sections 3.1, give rise to such Cause shall not have been cured or Articles 4 and 5eliminated by Employee; provided, however, that (a) the Company shall pay the Executive any amount due and owing as if such matters are of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one nature that same cannot be cured or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for eliminated within such thirty (30) days following written notice from the Company detailing the area or areas of day period, such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above period shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, extended for so long as Employee shall be considered “willful” if it is done, or omitted to be done, by the Executive endeavoring diligently and in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any or eliminate such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causematters.”

Termination for Cause. The Company mayBoard, by vote of a majority of its members, may terminate the employment of Employee with Employer at any time during the Term, upon notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive Term for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions “Cause”. For purposes of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used hereinAgreement, the term “Cause” shall refer be deemed to the termination of the Executive’s Employment as a result of any one or more of the following: exist if, and only if: (i) any conviction ofEmployee shall engage, during the performance of his duties hereunder, in acts or pleading omissions constituting dishonesty, intentional breach of nolo contendre by, the Executive for any felony relating fiduciary obligation or intentional wrongdoing or malfeasance that result in material harm to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; Employer; (ii) any willful Employee shall intentionally disobey or disregard a lawful and knowing misconduct proper direction of the Executive with intent which has a materially injurious effect on the business of the CompanyBoard or Employer; or (iii) the willful Employee shall materially breach this Agreement, and knowing gross dishonesty such breach by its nature, is incapable of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues being cured, or such breach remains uncured for more than thirty (30) days following receipt by Employee of written notice from Employer specifying the Company detailing nature of the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement breach and shall have no force or effect concurrently with demanding the consummation of a Change of Controlcure thereof. For purposes of this Section 6.1clause (iii), no act a material breach of this Agreement that involves inattention by Employee to his duties under this Agreement shall be deemed a breach capable of cure. Without limiting the generality of the foregoing, the following shall not constitute Cause for termination of Employee or the modification or diminution of any of his authority hereunder: (x) any personal or policy disagreement between Employee and Employer, or any member of Employer or its Board; or (y) any action taken by Employee in connection with his duties hereunder or any failure to act, on the part of the Executive, shall be considered “willful” if it is done, Employee acted or omitted failed to be done, by the Executive act in good faith or with reasonable belief that his action or omission was and in a manner Employee reasonably believed to be in, and not opposed to, the best interest of Employer, and Employee has no reasonable cause to believe his conduct was unlawful. Notwithstanding anything herein to the Company. The Executive contrary, if Employer shall have terminate the opportunity to cure any such acts or omissions (other than clause (i) above) within employment of Employee hereunder for Cause, Employer shall give at least thirty (30) days prior written notice to Employee specifying in detail the reason or reasons for Employee’s termination. If the employment of Employee is terminated by Employer for Cause, Employee’s accrued but unpaid Base Salary (based upon the Executiveannual rate in effect on the date of termination), shall be paid to Employee through the date of his termination, and, except as otherwise provided in any Benefit Plan or Insurance Plan, Employer shall have no further obligation, including any obligation for Severance Benefits, to Employee under this Agreement. Such termination shall have no effect upon Employee’s receipt of a notice from rights under the Company finding that, in the good faith opinion of the CompanyBenefit Plans, the Executive is guilty Insurance Plans and other employee policies and practices of acts constituting “CauseEmployer applicable to such termination.”

Termination for Cause. The Company may, during the Term, upon notice may terminate Executive’s employment for “Cause” if Executive: (i) is convicted of or pleads nolo contendre to a felony; (ii) commits fraud or a material act or omission involving dishonesty with respect to the Company or any of its respective employees, customers or affiliates; (iii) willfully and repeatedly fails or refuses to carry out the material responsibilities of Executive’s employment by the Company (except where due to physical or mental incapacity); (iv) engages in willful misconduct, or a pattern of behavior which has had or is reasonably likely to have a significant adverse effect on the Company; (v) willfully engages in any act or omission which is in material violation of Company policy, including but not limited to engaging in ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ transactions or disseminating inside information; or (vi) commits a material breach of Executive’s material obligations under this Agreement, including but not limited to Section 8. A decision to terminate the Executive’s Employment under this Employment Agreement and discharge the Executive employment for Cause (as defined below) andmust be made, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be doneat all, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest affirmative vote of a majority of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days members of the Board (not including Executive’s receipt ) at a meeting of a the Board called and held for such purpose (after reasonable notice from to Executive and an opportunity for Executive, together with counsel, to be heard before the Company Board) finding that, in the good faith opinion of the CompanyBoard, Executive engaged in conduct set forth above and specifying the particulars thereof in reasonable detail. If the act or omission giving rise to the termination for Cause is curable by Executive, the Board will provide 30 days written notice to Executive is guilty of acts constituting its intent to terminate Executive for Cause, with an explanation of the reason(s) for the termination for Cause, and if Executive cures the act or omission within the 30 day notice period, the Board will rescind the notice of termination and Executive’s employment will not be terminated for Cause at the end of the 30 day notice period. If Executive has previously been afforded the opportunity to cure particular behavior and successfully cured under this provision, the Board will have no obligation to provide Executive with notice and an opportunity to cure a recurrence of that behavior prior to a termination for Cause. Unless Executive receives 30 days notice and an opportunity to cure under this Section, Executive’s termination for Cause will be effective immediately upon the Board’s mailing or transmitting written notice of such termination to Executive. For purposes of this Section 5A., an action or inaction shall not be treated as “Causewillful misconduct” if authorized by the Board or taken in the good faith belief that it was in, or not opposed to, the best interests of the Company.”

Termination for Cause. The Company may, during the Term, upon notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) The Corporation shall have the Company shall pay right to terminate the employment of Executive hereunder for cause at any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: time if: (i) Executive shall be convicted, by a court of competent and final jurisdiction, of any conviction ofcrime (whether or not involving the Corporation or any of its divisions, operations, subsidiaries or pleading of nolo contendre by, affiliated companies) which constitutes a felony in the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the companyjurisdiction involved; or (ii) Executive shall commit any willful and knowing misconduct act of fraud against or shall breach a fiduciary obligation to the Executive with intent which has a materially injurious effect on Corporation or any of its divisions, operations, subsidiaries, or affiliated companies, provided that any such act (or failure to act) shall be determined in good faith by the business Board of the CompanyDirectors to be material in respect of Executive's duties or functions hereunder; or (iii) the willful and knowing gross dishonesty Executive shall fail or refuse to perform any of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under and responsibilities as required by, or shall otherwise breach, this Employment Agreement which failure continues Agreement, provided that termination of Executive's employment pursuant to this subparagraph 10(a)(iii) shall not constitute valid termination for thirty (30) days following cause unless Executive shall first have received written notice from the Company detailing Board of Directors or the area or areas Chief Executive Officer of the Corporation stating with specificity the nature of such failure, other than such failure resulting from his Disability or refusal and affording Executive at least fifteen (as defined below); provided, 15) days to correct the act or omission complained of. (b) In the event that clause (iv) above the employment of Executive shall be deemed terminated by the Corporation for cause pursuant to subparagraph 10(a) hereof, Executive shall be deleted from this Employment Agreement entitled to receive the salary provided for in Paragraph 4(a) hereof, prorated through the end of the week in which such termination occurs and shall have no force or effect concurrently such amounts as may be payable under the balance of the provisions in Paragraph 4, as specifically limited thereunder and in accordance with the consummation terms thereof. Executive shall accept such payment in full discharge and release of the Corporation of and from any other further obligations under this Agreement. Nothing contained in this Paragraph 10 shall constitute a Change of Control. For purposes waiver or release by the Corporation or any rights or claims it may have against Executive for actions or omissions which may give rise to an event causing termination of this Section 6.1, no act or failure Agreement pursuant to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causethis Paragraph 10.”

Termination for Cause. The Company may, during the Term, upon notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party Studio shall have the right to terminate this Agreement at any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their termstime for cause. As used herein, the term “Causecause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: mean (i) misappropriation of any conviction of, material funds or pleading property of nolo contendre by, the Executive for Studio or any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis its related business of the companycompanies; (ii) any willful failure to obey reasonable and knowing misconduct material orders given by the Chief Financial Officer of Studio or by the Executive with intent which has a materially injurious effect on the business board of the Company; directors of Studio (iii) the willful and knowing gross dishonesty any material breach of the Executive with intent which has a materially injurious effect on the business of the Companythis Agreement by you; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area conviction of or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation entry of a Change plea of Control. For purposes of this Section 6.1guilty or nolo contendre to a felony or a crime involving moral turpitude; (v) any willful act, no act or failure to act, on by you in bad faith to the part material detriment of the Executive, shall be considered “willful” if it is done, Studio; or omitted to be done, by the Executive (vi) material non-compliance with established Studio policies and guidelines (after which you have been informed in good faith or with reasonable belief that his action or omission was in the best interest writing of the Company. The Executive shall such policies and guidelines and you have the opportunity failed to cure any such acts or omissions non-compliance); provided that in each such case (other than clause (i) aboveor (iv) within thirty or a willful failure in (30ii) days or repeated breaches, failures or acts of the Executive’s same type or nature) prompt written notice of such cause is given to you by specifying in reasonable detail the facts giving rise thereto and that continuation thereof will result in termination of employment, and such cause is not cured within ten (10) business days after receipt of a notice from the Company finding that, in the good faith opinion by you of the Companyfirst such notice. If you are terminated as set forth in this Paragraph 11, then payment of the Executive is guilty specified Base Salary and any additional noncontingent cash compensation (including, without limitation, any equity-based compensation which has vested and expense reimbursement for expenses incurred prior to your termination) theretofore earned by you shall be payment in full of acts constituting “Causeall compensation payable hereunder. If Studio terminated you hereunder, then you shall immediately reimburse Studio for all paid but unearned sums.”

Termination for Cause. The Company may, during the Term, upon notice to the Executive, may terminate the Executive’s Employment under this Employment Agreement and discharge the Executive employment for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions Cause. For purposes of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used hereinAgreement, the term “Cause” shall refer means the Executive: (i) willfully, substantially, and continually fails to perform the duties for which he is employed by the Company; (ii) willfully fails to comply with the legal instructions of the Board or the CEO; (iii) willfully engages in conduct which is or would reasonably be expected to be materially and demonstrably injurious to the Company; (iv) willfully engages in an act or acts of dishonesty resulting in material personal gain to the Executive at the expense of the Company; (v) is indicted for, or enters a plea of nolo contendere to, a felony; (vi) engages in an act or acts of gross malfeasance in connection with his employment hereunder; (vii) commits a material breach of Sections 12, 13 or 14 of this Agreement; (viii) commits a material breach of any policies and procedures contemplated by the Company’s Code of Conduct or similar policy; or (ix) exhibits demonstrable evidence of alcohol or drug abuse having a substantial adverse effect on his job performance hereunder. The Company shall exercise its right to terminate the Executive’s employment for Cause by giving him written notice of termination on or before the date of such termination specifying in reasonable detail the circumstances constituting such Cause, and providing Executive with a period of at least thirty (30) days in which to cure the conduct constituting Cause if such conduct is capable of being cured. In the event of such termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre byemployment for Cause, the Executive for shall be entitled to receive (A) his base salary pursuant to Section 3(a) and any felony relating other compensation and benefits to the willful and knowing disregard extent actually earned pursuant to this Agreement or under any benefit plan or program of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business as of the company; date of such termination at the normal time for payment of such salary, compensation or benefits and (iiB) any willful and knowing misconduct amounts owed under the reimbursement policy of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Cause5.”

Termination for Cause. The Company may, during the Term, upon notice to the Executive, may terminate the ExecutiveEmployee’s Employment under this Employment Agreement and discharge the Executive employment hereunder for Cause (as defined below) andeffective immediately upon notice. For purposes of this Agreement, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term have “Cause” shall refer to terminate the termination of the ExecutiveEmployee’s Employment as a result of any one or more of the followingemployment hereunder: (i) any conviction of, or pleading of nolo contendre by, if the Executive for any felony relating Employee engages in conduct which has caused substantial and serious injury to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the companyCompany; (ii) if the Employee is convicted of a felony, as evidenced by a binding and final judgment, order or decree of a court of competent jurisdiction; (iii) for the Employee’s repeated neglect of his duties hereunder or the Employee’s refusal to perform his duties or responsibilities hereunder, as determined by the Company’s Board of Directors in good faith; (iv) for the Employee’s violation of this Agreement or any willful other Agreement between the Employee and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iiiv) chronic absenteeism; (vi) use of illegal drugs; (vii) insobriety by the Employee while performing his or her duties hereunder; (viii) any act of dishonesty or falsification of reports, records or information submitted by the Employee to the Company; (ix) Employee’s willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of or reckless misconduct that causes material injury to the Company; and (ivx) the issuance of an injunction or other judicial relief against the Employee finding that the Employee has caused material injury to the Company and enjoining the Employee from causing further material injury to the Company. Prior to any termination for Cause by the Company of the Employee’s employment hereunder (other than for Cause which is not reasonably curable by the Employee), the Company shall provide the Employee with written notice of its intention so to terminate (the “Termination Notice”). The Termination Notice shall set forth in reasonable detail the grounds for the termination for Cause. The Employee shall have a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for period of thirty (30) days following written notice from the Company detailing date of the area receipt by the Employee of the Termination Notice, to remedy any act or areas omission of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation Employee which constitutes the grounds for Cause hereunder. In the event of a Change termination of Control. For purposes of the Employee’s employment pursuant to this Section 6.15(c), no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding thatshall pay to the Employee, in lieu of all other amounts and in settlement and complete release of all claims the good faith opinion of Employee may have against the Company, the Executive is guilty of acts constituting “Causean amount equal to two (2) weeks Base Salary.”

Termination for Cause. The Company may, during the Term, CGHC may immediately terminate this Agreement for cause upon written notice to the ExecutiveBroker, terminate at its last known address, for any of the Executive’s Employment under this Employment Agreement and discharge following reasons: (i) if the Executive for Cause Broker fails to comply with the CGHC requirements or the applicable state law or any applicable Federal law; (as defined belowii) andupon unauthorized disclosure by Broker of the compensation schedule to any outside parties, in such event, except unless otherwise required to do so by law; (iii) failure of Broker to maintain insurance requirements as set forth in Section 13 of this Agreement; (iv) if Broker does not have, or fails to maintain, a license required to perform services or receive compensation under this Agreement (including if Broker's license is revoked by a licensing or regulatory agency). It shall be considered a material breach of this Agreement by ▇▇▇▇▇▇ and this Agreement shall be terminated effective as of the proviso date that Broker first lost, or failed to maintain, the license without regard to when CGHC learns of the loss of, or failure to maintain, the license or when CGHC notifies Broker that this Agreement has been terminated. CGHC may recover any compensation paid to Broker after ▇▇▇▇▇▇ loses or fails to maintain any such license; (v) upon Broker's dissolution, receivership, insolvency, or bankruptcy; (vi) if Broker breaches a term of this Agreement, CGHC may terminate this Agreement immediately by notifying Broker in writing of the effective date of termination. The effective date of termination pursuant to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1may be the date of the breach, or Articles 4 and 5; providedany later date that CGHC specifies in the notice of termination; (vii) if a licensing or regulatory agency subjects Broker to any disciplinary sanction (for example, howevera reprimand or temporary suspension of Broker's license), CGHC may terminate the Agreement by providing written notice to Broker effective upon receipt of the notice, or any later date that CGHC specifies in the notice. No compensation will be payable to Broker for services rendered during any period in which Broker's license is temporarily suspended. CGHC may recover any compensation paid to Broker during any period in which Broker's license is temporarily suspended; (aviii) if ▇▇▇▇▇▇ engages in, or knowingly assists another to commit, fraudulent or dishonest activity in connection with the Company solicitation, enrollment or renewal of any customer, whether a customer of CGHC or not, this Agreement shall pay the Executive any amount due and owing terminate effective as of the termination date pursuant on which Broker engaged in or assisted with such activity without regard to Section 3.1 and Articles 4 and 5 (subjectwhen CGHC learns of the fraudulent or dishonest activity or when CGHC notifies Broker that this Agreement has been terminated. CGHC may recover any compensation paid to Broker after ▇▇▇▇▇▇ engaged in, in each case, or knowingly assisted another to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used hereincommit, the term “Cause” shall refer fraudulent or dishonest act without regard to when ▇▇▇▇▇▇ actually earned such compensation; (ix) if Broker is disbarred under the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice Exclusion from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “CauseFederal Programs section.”

Termination for Cause. The Company mayBlue Rhino may terminate this Agreement at any time for Cause, in which case Employee shall be entitled to receive his Base Salary accrued and unpaid through the date of such termination in full satisfaction of Blue Rhino's obligations to Employee under this Agreement. Any of the following shall constitute "Cause" i. Any material breach by Employee of any of the terms of this Agreement where such breach is not cured within five (5) days after written notice of such breach is delivered to Employee; ii. Intoxication with alcohol or drugs while on the premises of Blue Rhino or of any customer or potential customer to the extent that in the reasonable judgment of management, Employee is abusive or his ability to perform his duties and responsibilities under this Agreement is impaired; iii. Conviction of a felony or any misdemeanor involving dishonesty, theft, the failure to tell the truth, other unethical behavior, racial prejudice, drugs, alcohol, sexual misconduct or any other crime; iv. Intentional misappropriation of property belonging to Blue Rhino; v. Illegal business practices in connection with Blue Rhino that could have an adverse effect on Blue Rhino or its business or reputation; vi. Excessive absence of Employee from his employment during usual business hours for reasons other than vacation, disability or sickness after written notice thereof is delivered to Employee describing the Termnature of such excess absences and affording Employee one opportunity to avoid excess absences; or vii. Willful failure of Employee to obey directions of the board of directors of Blue Rhino, upon the president or chief executive officer of Blue Rhino, consistent with his duties as described in paragraph 1 hereof, provided Blue Rhino first gives written notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas Employee of such failure, other than and Employee, does not cure such failure resulting from his Disability within five (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (305) days of the Executive’s receipt delivery of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causesuch notice.”

Termination for Cause. The Company may, during the Term, upon notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the ExecutiveEmployee’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties employment under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted terminated upon the occurrence of any of the following events that shall constitute “Cause”, at Employer’s election, immediately upon Employer giving written notice of such termination to Employee: (i) Employee’s conviction of any felony or a crime involving moral turpitude. (ii) Employee’s failure or refusal to follow, in any material respect, the lawful instructions of Employer or the bylaws, policies, standards or regulations of Employer, which from time to time may be established or changed, and such failure or refusal is not cured within fifteen (15) days of receiving written notice of such violation from Employer. (iii) Employee’s continued failure or refusal to faithfully and diligently perform, in any material respect, the usual and customary duties of Employee’s employment hereunder, and such failure or refusal is not cured within fifteen (15) days of receiving written notice of such violation from Employer. (iv) Employee’s conduct is fraudulent and such conduct is not cured within fifteen (15) days of receiving written notice to cure such conduct from Employer. No termination for Cause may occur unless a written notice under this Employment Agreement Section 7(a) shall specify the alleged violations in sufficient detail as to apprise Employee of the default or failure, and Employer’s expectations of what Employee needs to do to cure same. (b) In the event that Employer fails to pay Employee any installment of the base salary or other amounts owed to Employee under Sections 3(a) through e) when due, and such non-payment is not cured within fifteen (15) days after Employee shall have no force or effect concurrently notified Employer in writing of such non-payment, then Employee, provided that Employee is not in default with the consummation respect to any of a Change of Control. For purposes of Employee’s obligations under this Section 6.1Agreement, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity option to cure any terminate Employee’s employment under this Agreement immediately upon Employee giving written notice of such acts or omissions (termination to Employer, and Employee shall receive from Employer the severance pay and other than clause (i) above) within thirty (30) days compensation set forth in paragraph 2 of the Executive’s receipt of a notice from the Company finding thatthis Agreement, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causeas though he had been terminated by Employer without cause.”

Termination for Cause. The Company may, during 13.1 In the Term, upon notice to the Executive, terminate the Executive’s Employment event that either Party should commit a breach of any of its obligations under this Employment Agreement Agreement, and discharge shall have not cured such breach within [***] days after receipt of written notice of breach from the Executive for Cause (as defined below) andother Party, in then such event, except as set forth in the proviso to this Section 6.1, neither other Party shall have the right to terminate this Agreement immediately by written notice. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 In the event that either Party should become insolvent or make an assignment for the benefit of creditors or proceedings in voluntary or involuntary bankruptcy should be instituted against it or a receiver or trustee of its property should be appointed, then the other Party shall have the right to terminate this Agreement forthwith by written notice. 13.3 In the event that PharmaForm is not able to manufacture the Product according to the Specifications stated in Appendix I or for any reason should be unable (including but not limited to cases of Force Majeure) to supply the Product for a consecutive [***] month period or for a total of [***] months non-consecutively in one calendar year (whether in the quantities ordered or at all), Corcept shall have the right to terminate this Agreement forthwith by written notice. The right to terminate is in addition to any other remedy available at law or in equity. 13.4 In the event that PharmaForm shall fail to promptly secure or renew any license, registration, permit, authorization, or approval necessary for the conduct of its business in the manner contemplated by this Agreement, or if any such license, registration, permit, authorization, or approval is revoked or suspended and not reinstated within [***] days or if reinstatement is not possible within [***] days, diligent efforts are not being made by PharmaForm to effect such reinstatement, then Corcept shall have the right to terminate this Agreement immediately by written notice. 13.5 On termination or expiration of this Agreement, PharmaForm shall take reasonable measures to cease any ongoing production of Product and limit further expenses associated with such ongoing production. Expiration or termination of this Agreement shall be without prejudice to any rights or obligations under Article that accrued to the benefit of either party prior to such expiration or termination. In the event of any termination or expiration, PharmaForm shall promptly return (1) any remaining inventory of Compound or other materials received from Corcept (including the Corcept Starting Materials), (2, Sections 3.1, or Articles 4 and 5; provided, however, that ) all remaining inventories of Product (a) the Company shall pay the Executive any amount due and owing as subject to payment by Corcept of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2applicable Price for such Product), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: (i3) any conviction ofother Product or material being stored for Corcept, or pleading of nolo contendre byto Corcept at Corcept’s expense, but not including the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “CausePharmaForm Starting Materials.”

Termination for Cause. The Company may, during the Term, upon notice to the Executive, may terminate the ExecutiveEmployee’s Employment employment under this Employment Agreement and discharge the Executive at any time for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions Cause. For purposes of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used hereinAgreement, the term “Cause” shall refer to mean a determination by the termination Board that any of the Executive’s Employment as a result of any one or more of the followingfollowing have occurred: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating Employee’s failure to follow the willful lawful and knowing disregard reasonable directives of the law in intentionally committing acts detrimental to Company or the Company other than the Cannabis related business of the companyBoard; (ii) the Employee’s material violation of any willful and knowing misconduct material Company policy, including any provision of the Executive with intent which has a materially injurious effect on the business Code of Conduct or Code of Ethics adopted by the Company; (iii) the Employee’s commission of any act of fraud, embezzlement, dishonesty or any other willful and knowing or gross dishonesty misconduct that in the reasonable judgment of the Executive with intent which Board has a materially injurious effect on the business of caused or is reasonably expected to result in material injury to the Company; and (iv) the Employee’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Employee owes an obligation of nondisclosure as a willful and result of the Employee’s relationship with the Company that in the reasonable judgment of the Board has caused or is reasonably expected to result in material failure injury to consistently discharge the Company; (v) the Employee’s conviction of, or plea of guilty or “nolo contendere” to, a felony or misdemeanor (other than a minor traffic offense); or (vi) the Employee’s material breach of any of his duties obligations under this Employment Agreement which failure continues or any written agreement between the Employee and the Company. Except for any such event or condition which, by its nature, cannot reasonably be expected to be cured, with respect to the events or conditions described in clauses (i), (ii) or (vi), the Employee shall have thirty (30) days following after receipt of written notice from the Company detailing specifying the area events or areas conditions constituting Cause in reasonable detail within which to cure any events or conditions constituting Cause, provided that the Company serves notice of such failureevents or conditions and intended termination within sixty (60) days of the occurrence thereof, other than and such failure resulting from his Disability Cause shall not exist unless either the Employee is not entitled to notice under this sentence, or, if the Employee is entitled to such notice, he fails to cure such acts constituting Cause within such thirty (as defined below); provided, that clause (iv) above 30)-day cure period. Termination of the Employee’s employment shall not be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with for Cause unless, prior to termination, the consummation Company delivers to the Employee copies of resolutions duly adopted by the affirmative vote of not less than a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part majority of the ExecutiveBoard (after reasonable written notice is provided to the Employee and he is given a reasonable opportunity, shall be considered “willful” if it is donetogether with counsel, or omitted to be doneheard before the Board), by finding that the Executive in good faith or with reasonable belief that his action or omission was Employee has engaged in the best interest conduct described in any of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (ii)-(vi) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Cause.”

Termination for Cause. The Company may, during Either party hereto may terminate this AGREEMENT upon 90 (ninety) days written notice calculated from the Term, upon date of receipt of such notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth other party of its intention to do so in the proviso to event of violation or breach of any of the material provisions of this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; providedAGREEMENT. Should, however, that the other party remedy the default upon which said notice is based within the said 90 (aninety) day period, the Company notice shall pay the Executive any amount due be without effect and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement AGREEMENT shall remain continue in full force and effect effect. C. (1) In the event this AGREEMENT is terminated prior to the date of its expiration in the TERRITORY due to fault of LICENSEE, LICENSEE shall promptly make an accounting to ETHICAL of the inventory of all PRODUCT which it has on hand in the TERRITORY, if any, as of the date of such termination and said parties shall thereafter have the right for a period of 6 (six) months after said termination to sell such inventory of PRODUCT provided that the NET SALES thereof shall be subject to the royalty provisions of Article V and so payable to ETHICAL. Thereafter, any remaining inventory of PRODUCT shall be disposed of by mutual agreement in accordance with their terms. As used hereinregulatory requirements. (1) If, within 6 (six) months after receipt of Marketing Authorisations for the term “Cause” PRODUCT in the TERRITORY, LICENSEE has not commenced commercial sales of the PRODUCT, then ETHICAL may terminate the AGREEMENT effective immediately upon giving notice to LICENSEE. (2) Should LICENSEE proceed to commercialise the PRODUCT in the TERRITORY and then choose to abandon commercialisation of the PRODUCT in the TERRITORY for any reasons, then LICENSEE shall refer promptly notify ETHICAL of such abandonment of commercialisation, and ETHICAL may terminate this AGREEMENT, effective immediately upon giving notice to LICENSEE. (3) Should LICENSEE make the determination, for any reason, that it does not intend to commercialise the PRODUCT in the TERRITORY, then LICENSEE shall promptly notify ETHICAL of the same and ETHICAL may terminate this AGREEMENT immediately upon giving notice to LICENSEE. E. Upon any early termination of this AGREEMENT in full due to the termination fault of LICENSEE, ETHICAL shall have the right to use, including license to any Third Party(ies), any LICENSEE KNOW-HOW and any other information, and data developed by or for LICENSEE with respect to the PRODUCT subject to compensation arrangements to LICENSEE mutually acceptable to LICENSEE and ETHICAL (including without limitation royalty payments in respect of such LICENSEE KNOW-HOW). F. In the event any of the Executive’s Employment patents included in the PATENT RIGHTS is found by a court of applicable jurisdiction to be invalid or unenforceable in the TERRITORY and as a result thereof an INDEPENDENT THIRD PARTY would be entitled to manufacture or distribute and thereafter commercialises Page 14 G. Termination of any one or more of the following: (i) any conviction ofthis AGREEMENT, or pleading of nolo contendre by, the Executive for any felony relating due to the willful and knowing disregard fault of the law in intentionally committing acts detrimental either party, shall be without prejudice to any other rights or remedies then or thereafter available to either party under this AGREEMENT or otherwise. H. The rights granted either party to terminate this AGREEMENT prior to the Company other than the Cannabis related business expiration of the company; (ii) its term shall not be affected in any willful and knowing misconduct way by that party's waiver of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted take action with respect to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Companyany previous default hereunder. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Cause.”ARTICLE

Termination for Cause. The Company may, during the TermCompany, upon notice a vote of the Company’s Board of Directors shall be entitled to the Executive, immediately terminate the Executive’s Employment under this Employment Agreement and discharge employment in any of the Executive following circumstances, each of which shall constitute "Cause" for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that termination: (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subjectbreach by Executive, in each caseany material respect, of this Agreement (including, without limitation, the refusal or other failure by Executive to Section 3.2), perform any of Executive’s duties hereunder other than a failure to perform resulting from death or Disability) and failure by Executive to cure such breach within ten (10) days of written notice thereof from the Company; (b) the remaining provisions commission by Executive of this Employment Agreement shall remain any act of dishonesty, fraud, material misrepresentation or moral turpitude in full force and effect in accordance connection with their terms. As used hereinhis employment, the term “Cause” shall refer to the termination including, but not limited to, misappropriation or embezzlement of any funds of the Executive’s Employment as a result Company or any of its affiliates; (c) the commission by Executive of any one (1) willful misconduct or more of gross negligence, or (2) intentional act having the following: (i) any conviction effect of, or pleading of nolo contendre bythat may have the effect of, injuring the Executive for any felony relating to the willful and knowing disregard reputation, business or business relationships of the law Company or any of its affiliates, and which intentional act the Board deems to not be in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business best interests of the Company; ; (iiid) the willful and knowing gross dishonesty entering by Executive of a plea of guilty or nolo contendere to, or the conviction of Executive for, a crime (other than a routine traffic offense); (e) Executive’s abuse of alcohol, prescription drugs or controlled substances to a degree which interferes with intent which has a materially injurious effect his performance on the business behalf of the Company; ; (f) Executive’s deliberate disregard of any lawful material rule or policy of the Company or order of the Company’s Board of Directors and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty cure the same within ten (3010) days following of written notice thereof from the Company; or (g) Executive’s excessive absenteeism other than for reasons of illness, which such absenteeism is not cured after written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Controlrespect thereto. For purposes of this Section 6.1, no act or failure to act, on the part If Executive is terminated for any of the causes referred to in the above sub-paragraphs (a) through (g), all obligations of the Company under this Agreement shall automatically cease and Executive shall only be entitled to receive Executive’s then applicable Base Salary through the date of termination, any business expenses or fringe benefits otherwise due to Executive, shall be considered “willful” if it is done, or omitted to be done, and any Retention Bonus and/or Sales Bonus earned by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Companyand not yet paid. The Executive shall have the opportunity not be entitled to cure any such acts other salary, payments or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding thatbenefits otherwise payable under this Agreement, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causeexcept as otherwise required by law.”

Termination for Cause. The Company may, during the Term, upon notice Corporation shall have no obligation to make payments of any kind or grant Options to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to provisions of paragraph 3 or otherwise for periods after the termination Executive's employment with the Corporation is terminated on account of the Executive’s Employment as a result 's discharge for cause. For purposes of any this paragraph 5, the Executive shall be considered terminated for "cause" if he is discharged by the Corporation on account of the occurrence of one or more of the following: following events: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating becomes addicted to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; drugs or alcohol; (ii) any willful and knowing misconduct the Executive discloses confidential information in violation of paragraph 4(a) or engages in competition in violation of paragraph 4(b) to the detriment of the Executive with intent which has a materially injurious effect on the business of the Company; Corporation and/or Thane; (iii) the willful and knowing gross dishonesty Corporation is directed by regulatory or governmental authorities to terminate the employment of the Executive with intent which has or the Executive engages in activities that cause actions to be taken by regulatory or governmental authorities that have a materially injurious material adverse effect on the business of the Company; and Corporation; (iv) the Executive is convicted of a willful felony crime (other than a felony resulting from a minor traffic violation); (v) the Executive flagrantly and material failure to consistently discharge repeatedly disregards his duties under this Employment Agreement which failure continues for after (A) written notice has been given to the Executive by the Board that it views the Executive to be flagrantly disregarding his duties under this Agreement and (B) the Executive has been given a period of thirty (30) days following written after such notice from the Company detailing the area to cure such misconduct. However, no notice or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above cure period shall be deemed required if Executive's disregard of his duties has materially and adversely affected the Corporation and/or Thane; (vi) any event of willful misconduct to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding extent that, in the good faith opinion reasonable judgment of the CompanyBoard, the Executive's credibility and reputation no longer conform to the standard of the Corporation's and Thane's executives; or (vii) the Executive is guilty commits an act of acts constituting “Causefraud against the Corporation and/or Thane, violates a duty of loyalty to the Corporation and/or Thane as defined under Florida law or violates paragraph 2.”

Termination for Cause. The Company may, during For purposes of this Agreement the Term, upon notice to term "Cause" for reduction of the Executive, terminate Base Salary or termination of the Executive’s Term of Employment under this Employment Agreement by Employer shall mean and discharge include the Executive for Cause (as defined below) and, in such event, except as set forth occurrence of any of the following events in the proviso to this Section 6.1, neither Party shall have any rights good faith determination of the President or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that the Board: (a) The Employee has participated in embezzlement, theft, larceny or fraud, or has otherwise acted dishonestly with respect to Employer or any of its Affiliates or engaged in gross negligence or willful misconduct in the Company shall pay the Executive performance of any amount due and owing as of the termination date duties and services required of Employee pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and this Agreement; (b) the remaining provisions The Employee has breached a fiduciary duty or duty of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer loyalty or fidelity owed to the termination Employer or any of its Affiliates; (c) The Employee has materially defaulted in observing a published policy of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating Employer communicated to the willful Employee in writing and knowing disregard of the law that remains in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues default for thirty (30) days following written notice from the Company detailing the area or areas of such failuredefault by Employer; (d) The Employee has been convicted of or entered a plea of nolo contendere to a felony or a misdemeanor involving moral turpitude; (e) The Employee has violated any law, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force regulation or effect concurrently with the consummation ordinance of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions governmental entity (other than clause traffic violations and similar minor offenses), but including any law relating to employment, the environment, discrimination, libel, slander, assault or other forms of abuse, or has violated any judicial decree applicable to the Employer or any of its Affiliates which violation has or may have a material and adverse affect on the Employer or any of its Affiliates or the ability of the Employee to perform his duties hereunder; or (if) above) within The Employee has failed to perform or otherwise defaulted in any of the material terms of this Agreement or any duties assigned to Employee by the President or the Board as provided herein that remain in default for thirty (30) days following written notice of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causesuch default by Employer to Employee.”

Termination for Cause. The Company may, during employment of the Term, upon notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive Employee may be terminated for Cause (as defined below) and, in such event, except as set forth in at any time by the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5Board; provided, however, that before the Company may terminate the Employee’s employment for Cause for any reason that is susceptible to cure, the Company shall first send the Employee written notice of its intention to terminate this Agreement for Cause, specifying in such notice the reasons for such Cause and those conditions that, if satisfied by the Employee, would cure the reasons for such Cause, and the Employee shall have 60 days from receipt of such written notice to satisfy such conditions. If such conditions are satisfied within such 60-day period, the Company shall so advise the Employee in writing. If such conditions are not satisfied within such 60-day period, the Company may thereafter terminate this Agreement for Cause on written Notice of Termination (aas defined in Section 9(a)) delivered to the Employee describing with specificity the grounds for termination. Immediately on termination pursuant to this Section 7(a), the Company shall pay to the Executive any amount due Employee in a lump sum his then current Base Salary under Section 4(a)(1) on a prorated basis to the Date of Termination (as defined in Section 9(b)). On termination pursuant to this Section 7(a), the Employee shall forfeit (i) his Bonus under Section 4(a)(2) for the year in which such termination occurs, and owing (ii) all outstanding but unvested Options and other options and rights relating to capital stock of the Company, and all shares of Restricted Stock that as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer are still subject to the termination of the Executive’s Employment as a result of any one or more of the following: (irestrictions on transfer imposed by Section 4(a)(4) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating shall be subject to the willful and knowing disregard of the law in intentionally committing acts detrimental to repurchase by the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined belowprovided in Section 4(a)(4); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1Agreement, no act or failure to act, on the part Cause shall mean: (1) a material breach of any of the Executive, shall be considered “willful” if it terms of this Agreement that is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest not immediately corrected following written notice of default specifying such breach; (2) a breach of any of the Company. The Executive shall have the opportunity provisions of Section 12; (3) repeated intoxication with alcohol or drugs while on Company premises during its regular business hours to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding degree that, in the good faith opinion reasonable judgment of the other managers of the Company, the Executive Employee is guilty abusive or incapable of acts constituting “Causeperforming his duties and responsibilities under this Agreement; (4) conviction of a felony; or (5) misappropriation of property belonging to the Company and/or any of its affiliates.”

Termination for Cause. The Company maya) Both parties are entitled – at their own option - to terminate this Agreement prematurely for just cause with or without notice. Just cause shall be presumed in particular in cases where one party 1) becomes insolvent or – voluntarily or involuntarily - applies for insolvency or bankruptcy proceedings of any kind; 2) breaches this Agreement so substantially or with such a lasting effect that the non-breaching party cannot be expected to adhere to this Agreement until the end of the cancellation period; 3) repeats a breach of this Agreement or does not cease a continued breach within two weeks despite written admonition. b) Moreover, during MANUFACTURER may terminate this Agreement prematurely – at its own option - with or without notice in cases where 1) DISTRIBUTOR fails to meet the Term, upon notice annual minimum quantities as set out in Clause 8 herein by more than 20%. MANUFACTURER shall have no right to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge if DISTRIBUTOR proves that the Executive for Cause (as defined belowfailure to meet the minimum quantities was occurred with no fault of his own; 2) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: if DISTRIBUTOR is either (i) in default for more than 60 calendar days in accepting any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard all of the law in intentionally committing acts detrimental Products ordered and does not correct such default after receipt of a warning letter pointing out such default and demanding correction of such default within a reasonable period of time and stating MANUFACTURER’s intention to terminate the Company other than the Cannabis related business of the company; Agreement otherwise or (ii) is repeatedly (at least twice) in default for more than 60 calendar days in accepting any willful and knowing misconduct or all of the Executive with intent which Products ordered and has a materially injurious effect on received above mentioned warning letter after the business of previous default. DISTRIBUTOR shall also be in default if the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall contract products have been ordered but cannot be deemed to be deleted from this Employment Agreement and delivered since their payment is not assured. MANUFACTURER shall have no force right to terminate the Agreement if DISTRIBUTOR proves that the default was occurred with no fault of his own; 3) the shareholders or effect concurrently with the consummation management of a Change DISTRIBUTOR have changed without MANUFACTURER’s prior written approval, even though this approval could have been obtained, and where MANUFACTURER refuses retroactive approval for factually justifiable cause. 4) MANUFACTURER shall exercise his right to terminate this Agreement prematurely at the latest 3 months after having knowledge of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causecase.”

Termination for Cause. The Company maymay terminate the Employee's employment for Cause, during the Termwithout any obligation to provide notice of termination or pay any amounts in lieu thereof, upon notice except to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions extent required by applicable employment standards legislation. For purposes of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used hereinAgreement, the term “"Cause” shall refer to the termination of the Executive’s Employment as a result of " means any one or more of the following: (i) following fifteen (15) days advance written notice to the Employee setting forth in reasonable detail the nature of the Cause, the Employee's continued substantial violations of Employee's employment duties or willful disregard of commercially reasonable and lawful directives from the Managing Executive, after Employee has received a written demand for performance from the Managing Executive that sets forth the factual basis for the Company's belief that Employee has not substantially performed Employee's duties or willfully disregarded directives from the Managing Executive; (ii) the Employee's moral turpitude, dishonesty or gross misconduct in the performance of Employee's duties or which has materially and demonstrably injured the finances or future business of the Company or any of its Affiliates as a whole; (iii) following fifteen (15) days advance written notice to the Employee setting forth in reasonable detail the nature of the Cause, the Employee's material breach of this Agreement or the EPIA; (iv) the Employee's conviction of, or pleading guilty plea to, any indictable offence or any other act of nolo contendre byfraud, misappropriation, embezzlement, or the Executive for any felony relating to like involving the willful Company's property; or (v) an act of wilful misconduct, disobedience or wilful neglect of duty that is not trivial and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of not been condoned by the Company; provided, however, that no such act or event described in clauses (i) and (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no paragraph (a) shall constitute Cause hereunder if the Employee has fully cured such act or failure to act, on event during the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions applicable fifteen (other than clause (i15) above) within thirty (30) days of the Executive’s receipt of a day notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causeperiod.”

Termination for Cause. The Company may, during the Term, upon notice Notwithstanding anything contained in this Agreement to the Executivecontrary, the Company shall have the right to terminate the Executive’s Employment under this Employment Agreement and discharge employment of the Executive upon the occurrence of any of the following events (which events shall constitute “Cause” for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that termination): (a) The Executive shall commit any breach or violation of any of Executive’s representations or covenants under this Agreement, which breach continues for a period of ten (10) days following notice thereof from the Company shall pay (except in the Executive event of a breach of any amount due and owing as provision of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subjectArticle III Sections 3.2, in each case3.3, to Section 3.2)3.4, and 3.5 of this Agreement, which shall require no notice to Executive prior to termination); (b) The Executive shall willfully and continually fail to substantially perform Executive’s duties with the remaining provisions Company (other than due to incapacity resulting from physical or mental illness) which failure has continued for at least 30 days following receipt by Executive of this Employment Agreement written notice specifying the failure to substantially perform; (c) The Executive shall remain willfully engage in full force conduct that is demonstrably and effect in accordance with their terms. As used herein, the term “Cause” shall refer materially injurious to the termination Company, monetarily or otherwise. (d) The Executive shall, in the performance of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement Agreement, engage in any act of misconduct, including misconduct involving moral turpitude, which failure continues for thirty is injurious to the Company; (30e) days following written notice from The Executive shall violate or willfully refuse to obey the lawful and reasonable instructions of the Board of the Company detailing or the area or areas President and Chief Executive Officer, provided that such instructions are not in violation of such failure, other than such failure resulting from his Disability this Agreement; (as defined below); provided, that clause f) The Executive shall become disabled during the Term (iv) above the Executive shall be deemed to be deleted from this Employment Agreement and disabled if the Executive is eligible to receive disability benefits under any long-term disability plan the Company may then have in effect, or, if no such plan is then in effect, the Executive shall have no force or effect concurrently be deemed to be disabled if Executive is unable to perform the material functions of his position with the consummation Company, with or without reasonable accommodation, by reason of a Change physical or mental infirmity, for a period of Control. For purposes ninety (90) consecutive days within any 180-day period). (g) The Executive shall die during the Term of this Section 6.1, no Agreement. An act or failure to act, on the part of the Executive, shall be act is considered “willful” if it is done, done or omitted to be done, by the Executive in not done with an absence of good faith or with and without a reasonable belief that his action the act or omission failure to act was in the best interest interests of the Company. The If the employment of the Executive is terminated pursuant to this Section 4.1, such termination shall have be effective upon the delivery of notice thereof to the Executive, except in the event of the death of Executive, in which case termination shall be effective immediately upon death, and termination pursuant to subsection 4.1(a) and (b) under circumstances in which Executive is entitled to notice of breach (or failure) and an opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding thatcure, in which case termination shall be effective immediately after the good faith opinion notice period if Executive fails to cure the breach or failure to the reasonable satisfaction of the Company. In the event of termination for “Cause”, the Executive is guilty of acts constituting “Causeshall not be entitled to any severance payments or any other payments under this Agreement.”

Termination for Cause. The It is agreed and understood that the Company may, during the Term, upon notice to the Executive, cannot terminate the Executive’s Employment employment of the Employee under this Employment Agreement and discharge the Executive except for Cause (as defined below) andCause, in such event, except as set forth in the proviso to this Section 6.1, neither Party which shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that mean: (a) Should Employee for reasons other than illness or injury absent himself from his duties without the consent of the Company (which consent shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 not be unreasonably withheld) for more than twenty (subject, in each case, to Section 3.2), and 20) consecutive business days; (b) Should Employee be convicted of a felony involving moral turpitude; (c) Should Employee during the remaining provisions period of his employment by the Company engage in any activity that would in the opinion of the Board constitute a material conflict of interest with the Company's oil and gas activities in the Gulf of Mexico; provided that termination for Cause based on this Employment Agreement subparagraph (c) shall remain in full force and effect in accordance with their terms. As used herein, not be effective unless the term “Cause” Employee shall refer have received written notice from the Board of such activity (which notice shall also include a demand for the Employee to cease the activity giving rise to the termination conflict of the Executive’s Employment as a result of any one or more of the following: (iinterest) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following prior to his termination and the Employee has failed after receipt of such notice to cease or commence efforts to cease all activities creating the conflict of interest; or (d) Should Employee be grossly negligent in the performance of his duties hereunder, or materially in breach of his duties and obligations under this Agreement; provided that termination for Cause based on this subparagraph (d) shall not be effective unless the Employee shall have received written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability Board (as defined below); provided, that clause (iv) above which notice shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of include a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part description of the Executive, shall be considered “willful” if it is done, or omitted reasons and circumstances giving rise to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (inotice) above) within thirty (30) days of prior to his termination and the Executive’s Employee has failed after receipt of a such notice from to satisfactorily discharge the performance of his duties hereunder or to comply with the terms of this Agreement, as the case may be. The Company finding thatmay terminate Employee's employment for Cause under this Agreement without advance notice, except as otherwise specifically provided for in the good faith opinion subparagraphs (c) and (d) above. Termination shall not affect any of the Company, the Executive is guilty of acts constituting “Cause's other rights and remedies.”

Termination for Cause. The Company may, during the Term, upon notice to the Executive, CECO may terminate the Executive’s Employment under this Employment Agreement and discharge the Executive at any time for Cause (as defined below) andCause, in which case Employee shall be entitled to receive Base Salary accrued through the date of such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as termination. Any of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement following shall remain in full force and effect in accordance with their terms. As used herein, the term “constitute "Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: ": (i) any conviction of, or pleading material breach by Employee of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes terms of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it Agreement where such breach is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) not cured within thirty (30) days after written notice of such breach is delivered to Employee; (ii) any breach by Employee of any of the Executive’s receipt terms of his non-competition agreement set forth in Section 9 with CECO or the Employee Innovations and Proprietary Rights Assignment Agreement between Employee and CECO; (iii) intoxication with alcohol or drugs while on the premises of CECO or any of the Companies or any customer or potential customer to the extent that in the reasonable judgment of management, Employee is abusive or his ability to perform his duties and responsibilities under this Agreement is impaired; (iv) conviction of a notice from felony or any misdemeanor involving dishonesty, theft, the Company finding thatfailure to tell the truth, other unethical behavior, racial prejudice, drugs, alcohol, sexual misconduct or any other crime likely to result in the good faith opinion public disparagement with respect to any of the CompanyCompanies; (v) intentional misappropriation of property belonging to CECO or any of the Companies; (vi) illegal business practices in connection with any of CECO or the Companies' businesses which could have a material adverse effect on CEC's, CECO's, CECO's or any of the Executive Companies' or their business or financial position or reputation; (vii) excessive absence of Employee from his employment during usual business hours for reasons other than vacation, disability or sickness after written notice thereof is guilty delivered to Employee describing the nature of acts constituting “Causesuch excess absences and affording Employee one more opportunity to avoid excess absences; or (viii) failure of Employee to obey directions of the Board of Directors of CECO or chief executive officer of CECO, provided that Employee has been given written notice of such directions.”

Termination for Cause. The Company may, during the Term, upon notice Notwithstanding anything contained in this Agreement to the Executivecontrary, the Company shall have the right to terminate the Executive’s Employment under this Employment Agreement and discharge employment of Executive upon the Executive occurrence of any of the following events (which events shall constitute “Cause” for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that termination): (a) Executive shall commit any breach or violation of any of Executive’s representations or covenants under this Agreement, which breach continues for a period of ten (10) days following notice thereof from the Company (except in the event of a breach of any provision of Article III, which shall pay the require no notice to Executive any amount due and owing as of the termination date pursuant prior to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2termination), and ; (b) Executive shall willfully and continually fail to substantially perform Executive’s duties with the remaining provisions Company (other than due to incapacity resulting from physical or mental illness) which failure has continued for at least 30 days following receipt by Executive of this Employment Agreement written notice specifying the failure to substantially perform; (c) Executive shall remain willfully engage in full force conduct that is demonstrably and effect in accordance with their terms. As used herein, the term “Cause” shall refer materially injurious to the termination Company, monetarily or otherwise, which injurious conduct has continued for at least 30 days following Executive’s receipt of written notice specifying the injurious conduct and offering Executive the opportunity to explain the conduct to the Board; (d) Executive shall, in the performance of Executive’s duties under this Agreement, engage in any act of misconduct, including misconduct involving moral turpitude, which is injurious to the Company; (e) Executive shall violate or willfully refuse to obey the lawful and reasonable instructions of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business President and/or Board of the Company; , provided that such instructions are not in violation of this Agreement; (iiif) Executive shall become disabled during the willful and knowing gross dishonesty of the Term (Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and disabled if Executive is eligible to receive disability benefits under any long-term disability plan the Company may then have in effect, or, if no such plan is then in effect, Executive shall have no force or effect concurrently be deemed to be disabled if Executive is unable to perform the material functions of his position with the consummation Company, with or without reasonable accommodation, by reason of a Change physical or mental infirmity, for a period of Control. For purposes ninety (90) consecutive days within any 180-day period); (g) Executive shall die during the Term of this Section 6.1, no Agreement. An act or failure to act, on the part of the Executive, shall be act is considered “willful” if it is done, done or omitted to be done, by the Executive in not done with an absence of good faith or with and without a reasonable belief that his action the act or omission failure to act was in the best interest interests of the Company. The If the employment of Executive is terminated pursuant to this Section 4.1, such termination shall have be effective upon the delivery of notice thereof to Executive, except in the event of the death of Executive, in which case termination shall be effective immediately upon death, and termination pursuant to subsection 4.1(a), (b) or (c) under circumstances in which Executive is entitled to notice of breach (or failure) and an opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding thatcure, in which case termination shall be effective immediately after the good faith opinion notice period if Executive fails to cure the breach or failure to the reasonable satisfaction of the Company, . In the Executive is guilty event of acts constituting termination for “Cause”, Executive shall not be entitled to any severance payments or any other payments under this Agreement.”

Termination for Cause. MSF may terminate this Agreement for Cause, immediately, and without prior written notice or further liability on the part of MSF. The Company may, during the Term, upon notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive following shall constitute “Cause” for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that termination: (a) the Company shall pay existence of any unsafe condition at a RERP Site that MSF in good faith attributes to the Executive any amount due and owing as actions or inactions of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and RiderCoach / RiderCoach Trainer; (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination conviction of the ExecutiveRiderCoach / RiderCoach Trainer for a crime involving moral turpitude, deceipt, dishonesty or fraud; (c) any action or inaction by the RiderCoach / RiderCoach Trainer that has caused or is reasonably likely to cause harm to MSF or any Affilliate of MSF; (d) the RiderCoach / RiderCoach Trainer’s Employment as gross negligence or willful misconduct with respect to MSF or any Affilliate of MSF; (e) the RiderCoach / RiderCoach Trainer’s willful and continued failure to substantially perform (other than by reason of a result of disability) the RiderCoach / RiderCoach Trainer’s duties and responsibilities in connection with MSF RiderCourses and/or this Agreement; (f) any one or more substantial breach of the following: Rules of Professional Conduct, which are incorporated into this Agreement; (g) any intentional act by the RiderCoach / RiderCoach Trainer involving dishonesty, deceit, fraud, moral turpitude, misconduct, breach of trust, or acts intentionally against the financial or business interests of MSF; (h) the RiderCoach / RiderCoach Trainer’s use of illegal drugs, alcohol, cannabis, or opioids, or possession of illegal drugs at the RERP Site; (i) the RiderCoach / RiderCoach Trainer’s failure to fully cooperate with quality assurance activities or training-related investigations and/or legal matters as requested by MSF; and/or (j) the material breach by the RiderCoach / RiderCoach Trainer of any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard provision of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “CauseAgreement.”

Termination for Cause. The Company may, during the Term, may terminate Employee's employment for "cause" effective immediately upon giving written notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions thereof. For purposes of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used hereinAgreement, the term “Cause” "cause" shall refer be limited to the termination of the Executive’s Employment as a result of any one or more of the following: (i) non-appealable conviction of a felony or of any conviction of, crime involving fraud or pleading of nolo contendre by, misrepresentation that adversely affects the Executive for any felony relating to the willful and knowing disregard of the law Company's reputation in intentionally committing acts detrimental to the Company other than the Cannabis related business of the companya material way; (ii) any Employee's gross negligence or willful and knowing misconduct of the Executive with intent which has a is materially injurious effect on the business of to the Company; (iii) excessive use of alcohol or illegal drugs interfering with the willful performance of Employee's duties and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Companycontinuance thereof after written warning; and (iv) any material breach by Employee of a willful and material failure to consistently discharge his duties obligation under this Employment Agreement which failure continues for thirty (30) days following with written notice from the Company detailing the area or areas of thereof, and an appropriate period to cure such failure, other than breach if such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Controlbreach is curable. For purposes of this Section 6.1Section, no act or failure to act, act on the Employee's part of the Executive, shall be considered “"gross' or "willful” if it is " unless done, or omitted to be done, by the Executive Employee not in good faith or with and without reasonable belief that his action or omission was in the best interest of the Company. The Executive Notwithstanding any term or provision of this Agreement to the contrary, termination shall have not be considered for cause if the opportunity termination resulted from bad judgment or negligence on the part of Employee or an act or omission which Employee believed at the time to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, be in good faith and in the good faith opinion interests of the Company, or not opposed to such interests. Company shall pay Employee his full Base Salary and benefits through the Executive is guilty date of acts constituting “Causetermination at the then current rate (including any applicable pro rated bonus and accrued vacation pay). Company shall have no other liabilities or obligations to Employee. All stock options, if any, which have become vested and exercisable on or before the termination date shall remain vested and exercisable for such period of time as specified in Employee's stock option agreement(s).”

Termination for Cause. The Company may, during the Term, upon notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive Termination for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the mean termination because of the Executive’s Employment as a result (a) willful misconduct or habitual neglect in the performance of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement, (b) conviction for any felony involving fraud, dishonesty or moral turpitude, (c) material breach of any material provision of this Agreement which failure continues for thirty that remains uncured ten (3010) days following receipt by Executive from Company of written notice from the Company detailing the area or areas thereof, unless such breach is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such failure, other than breach within such failure resulting from his Disability ten (as defined below); provided, that clause (iv10) above shall be deemed to be deleted from this Employment Agreement day period and shall have cured such breach no force or effect concurrently with later than the consummation thirtieth (30th) day following receipt by Executive of such written notice, (d) material violation of Company’s policies, the violation of which by other management employees would be grounds for termination of such other management employees, and that remains uncured ten (10) days following receipt by Executive from Company of written notice thereof, unless such violation is of a Change kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of Controlsuch violation within such ten (10) day period and shall have cured such violation no later than the thirtieth (30th) day following receipt by Executive of such written notice, (e) Executive’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any felony which would materially and adversely interfere with Executive’s ability to perform his services under this Agreement, (f) Executive’s perpetration of an intentional and knowing fraud against or affecting Company, or any customer, agent, or employee thereof, or (g) material dishonesty, moral turpitude, fraud or misrepresentation with respect to his material duties under this Agreement. For purposes of this Section 6.1hereof, no act or failure to act, act on the Executive’s part of the Executive, shall be considered “willful” if it is done, unless done or omitted to be done, by the Executive not in good faith or with reasonable and without actual belief that his the action or omission was in the best interest of the Company. The Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a notice of termination which shall include a statement to the effect that Executive was guilty of conduct justifying termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause which have not vested or been earned as of the Termination Date. Executive shall have the opportunity right to cure any such acts receive compensation or omissions (other than clause (i) above) within thirty (30) days benefits which have already vested or been earned as of the Executive’s receipt Termination Date for Cause, unless payment of a notice from such compensation or benefits is expressly prohibited by the Company finding thatterms of any plan, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causeprogram or agreement governing such compensation or benefits.”

Termination for Cause. The Company may, during shall have the Term, upon notice right to the Executive, terminate the ExecutiveEmployee’s Employment under this Employment Agreement and discharge the Executive employment for Cause “Cause” (as defined below) andat any time, without prior notice. In the event of termination of Employee’s employment for Cause, all rights of Employee (and Employee’s dependents and legal representatives) under Sections 1, 2 and 3 of this Agreement shall cease as of the date of such termination. For purposes of this Agreement, termination for “Cause” by the Company will include a determination made by the Company in such eventits discretion that Employee: (1) has been convicted of or pled guilty or nolo contendere to (i) a felony or misdemeanor involving moral turpitude that is likely to impair Employee’s ability to perform under this Agreement or otherwise have a significant adverse effect upon the Company, except as set forth any of its affiliates, or any of their businesses or reputations, or (ii) a felony or misdemeanor which results in a term of incarceration in any correctional institution; (2) has committed or conspired to commit an act of dishonesty, theft, gross carelessness, or other misconduct against the Company or any of its affiliates; (3) has engaged in the proviso to this Section 6.1, neither Party shall have use of alcohol or any rights illegal drug or obligations under Article 2, Sections 3.1intoxicant, or Articles 4 distributed or conspired to distribute any such substance, during working hours or at any facilities of the Company or any of its affiliates; (4) has committed or conspired to commit any act or series of acts that constitute harassment or discrimination based on an unlawful classification; (5) has committed or conspired to commit any act or series of acts without approval by the Company’s Board of Directors which would likely have a significant adverse effect on the Company, any of its affiliates, or any of their businesses or reputations; (6) has engaged in a willful or negligent failure to perform duties or services for the Company; (7) has improperly used or disclosed, or conspired to improperly use or disclose, confidential or proprietary information of the Company or any of its affiliates; or (8) has committed any act or omission that constitutes a material breach by Employee of any of Employee’s obligations or agreements under this Agreement, but only after the Company has provided notice of such breach to Employee and 5Employee fails or refuses to correct such breach within ten (10) days of such notice; provided, however, that no prior notice is required for any event set forth in conditions (a1) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 through (subject, in each case, to Section 3.27), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used hereininclusive, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Cause6(a).”

Termination for Cause. The Company may, during employment of the Term, upon notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive Employee may be terminated for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have at any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5time; provided, however, that before the Company may terminate the Employee's employment for Cause for any reason that is susceptible to cure, the Company shall first send the Employee written notice of its intention to terminate this Agreement for Cause, specifying in such notice the reasons for such Cause and those conditions that, if satisfied by the Employee, would cure the reasons for such Cause, and the Employee shall have 60 days from receipt of such written notice to satisfy such conditions. If such conditions are satisfied within such 60-day period, the Company shall so advise the Employee in writing. If such conditions are not satisfied within such 60-day period, the Company may thereafter terminate this Agreement for Cause on written Notice of Termination (aas defined in SECTION 13(A)) delivered to the Employee describing with specificity the grounds for termination. Immediately on termination pursuant to this SECTION 11(A), the Company shall pay to the Executive any amount due and owing Employee in a lump sum his then current Base Salary under SECTION 4(A) on a prorated basis to the Date of Termination (as of the defined in SECTION 13(B)). On termination date pursuant to Section 3.1 and Articles 4 and 5 this SECTION 11(A), the Employee shall forfeit (subject, i) his Bonus under SECTION 4(B) for the year in each case, to Section 3.2)which such termination occurs, and (bii) the remaining provisions of this Employment Agreement shall remain in full force all unvested Options and effect in accordance with their terms. As used hereinother options, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony warrants and rights relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business capital stock of the Company; (iii) , except those issued prior to the willful and knowing gross dishonesty date of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of ControlAgreement. For purposes of this Section 6.1Agreement, no act or failure to act, on the part Cause shall mean: (1) a material breach of any of the Executive, shall be considered “willful” if it terms of this Agreement that is done, not immediately corrected following written notice of default specifying such breach; (2) repeated intoxication with alcohol or omitted drugs while on Company premises during its regular business hours to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding degree that, in the good faith opinion reasonable judgment of the other managers of the Company, the Executive Employee is guilty abusive or incapable of acts constituting “Causeperforming his duties and responsibilities under this Agreement; (3) conviction of a felony; or (4) misappropriation of property belonging to the Company and/or any of its affiliates.”

Termination for Cause. The Company may, during This Contract may be terminated by the Term, County upon written notice to the ExecutiveOperating Agency for just cause (failure to perform satisfactorily) with no penalties incurred by the County upon termination or upon the occurrence of any of the following events in i, ii, iii or iv: i. Should the Operating Agency fail to perform all or any portion of the work required to be performed hereunder in a timely and good workmanlike manner or properly carry out the provisions of the Contract in their true intent and meaning, then in such case, notice thereof in writing will be served upon the Operating Agency, and should the Operating Agency neglect or refuse to provide a means for satisfactory compliance with this Contract and with the direction of the County within the time specified in such notice, the County shall have the power to suspend or terminate the Executive’s Employment operations of the Operating Agency in whole or in part. ii. Should the Operating Agency fail within five days to perform in a satisfactory manner, in accordance with the provisions of the Contract, or if the work to be done under said Contract is abandoned for more than three days by the Operating Agency, then notice of deficiency thereof in writing will be served upon Operating Agency by the County. Should the Operating Agency fail to comply with the terms of said Contract within five days, upon receipt of said written notice of deficiency, the Executive Director or his designee shall have the power to suspend or terminate the operations of the Operating Agency in whole or in part. iii. In the event that a petition of bankruptcy shall be filed by or against the Operating Agency. iv. If, through any cause, the Operating Agency shall fail to fulfill in timely and proper manner the obligations under this Employment Agreement Contract, or if the Operating Agency shall violate any of the covenants, Contracts, or stipulations of this Contract, the County shall thereupon have the right to terminate this Contract by giving written notice to the Operating Agency of such termination and discharge specifying the Executive for Cause (as defined below) andeffective date thereof, in at least five days before the effective date of such termination. In such event, except as set forth in all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports prepared by the proviso to Operating Agency or under this Section 6.1Contract shall, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) at the Company shall pay the Executive any amount due and owing as option of the termination date pursuant County become its property and the Operating Agency shall be entitled to Section 3.1 receive just and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive equitable compensation for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causework satisfactorily completed.”

Termination for Cause. Employee’s employment under this Agreement shall commence on the Start Date, and shall continue indefinitely for no specific term. The Company maymay terminate Employee’s employment with the Company at will at any time upon written notice, during the Termwith or without Cause or advance notice, upon notice for any reason or no reason at all, notwithstanding anything to the Executivecontrary contained in or arising from any statements, terminate policies or practices of the Executive’s Employment under this Employment Agreement and discharge Company relating to the Executive for Cause (as defined below) andemployment, in such event, except as set forth discipline or termination of its employees; provided that in the proviso event of any purported termination for Cause, Employee shall be given advance notice of such termination and an opportunity to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that appear before the Board (awith counsel) the Company shall pay the Executive any amount due and owing as of before the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of employment occurs. For purposes of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used hereinAgreement, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of mean any one or more of the following: (ia) the commission of any conviction ofact of fraud, embezzlement or pleading of nolo contendre by, the Executive for any felony relating to the willful dishonesty by Employee which materially and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on adversely affects the business of the Company; (iiib) any unauthorized use or disclosure by Employee of confidential information or trade secrets of the Company that constitutes a willful and material breach of the Employee’s obligations under applicable laws or the PIIAA described below; (c) the willful refusal or willful omission by Employee to perform any lawful duties properly required of him under this Agreement, provided that any such failure or refusal has been communicated to Employee in writing (which specifies the circumstances purportedly constituting Cause) and knowing Employee has been provided a reasonable opportunity to correct it (if reasonable correction is possible); (d) any willful act or willful omission by Employee involving malfeasance or gross dishonesty negligence in the performance of Employee’s duties to, or willful and material deviation from any of lawful and reasonable policies or directives of, the Executive with intent Company, provided, however, that in the case of deviations from policies or directives, the Company must give Employee notice of such deviations and, if curable, an opportunity to cure or correct the deviation; (e) willful conduct on the part of Employee which has constitutes the material breach of any statutory or common law duty of loyalty to the Company; or (f) any illegal act by Employee constituting a felony which the Board determines materially injurious effect on and adversely affects the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1definition, no act or failure to act, on the Employee’s part of the Executive, shall be considered “willful” if it is unless done, or omitted to be done, by the Executive Employee not in good faith or with and without reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have Notwithstanding the opportunity foregoing, the Company cannot terminate Employee for Cause based on circumstances that were known to cure any such acts a senior executive or omissions director of the Company (other than clause (iEmployee himself) above) within thirty (30) days of the Executive’s receipt of a notice from for more than six months before the Company finding that, in the good faith opinion gave Employee Notice of the Company, the Executive is guilty of acts constituting “CauseTermination for Cause pursuant to this Agreement.”

Termination for Cause. Employee’s employment under this Agreement shall commence on the Effective Date and shall continue indefinitely for no specific term. The Company maymay terminate Employee’s employment with the Company at will at any time upon written notice, during the Termwith or without Cause or advance notice, upon notice for any reason or no reason at all, notwithstanding anything to the Executivecontrary contained in or arising from any statements, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights policies or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) practices of the Company shall pay relating to the Executive any amount due and owing as employment, discipline or termination of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions its employees. For purposes of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used hereinAgreement, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of mean any one or more of the following: (ia) the commission of any conviction ofact of fraud, embezzlement or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent dishonesty by Employee which has a materially injurious effect on adversely affects the business of the Company; (iiib) the willful and knowing gross dishonesty any unauthorized use or disclosure by Employee of the Executive with intent which has a materially injurious effect on the business confidential information or trade secrets of the Company; and (ivc) a willful and material failure the refusal or omission by Employee to consistently discharge his perform any lawful duties properly required of her under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failureAgreement, other than provided that any such failure resulting or refusal has been communicated to Employee in writing and Employee has been provided a reasonable opportunity to correct it, if correction is possible; (d) any act or omission by Employee involving malfeasance or gross negligence in the performance of Employee’s duties to, or material deviation from his Disability (as defined below); any of the policies or directives of, the Company, provided, however, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest case of the Company. The Executive shall have the opportunity to cure any such acts deviations from policies or omissions (other than clause directives, (i) above) the Company must give Employee notice of such deviations within thirty (30) days of the Executive’s receipt Company becoming aware of a such an occurrence, (ii) Employee must be given thirty (30) days to cure or correct the deviation, if curable, and (iii) Employee may only be terminated if the deviation remains uncured after thirty (30) days, if curable, following written notice from and upon the Company finding that, in approval of the good faith opinion Board of Directors; (e) conduct on the part of Employee which constitutes the breach of any statutory or common law duty of loyalty to the Company; or (f) any illegal act by Employee which the Board determines adversely affects the business of the Company, the Executive is guilty of acts constituting “Causeor any felony committed by Employee, as evidenced by conviction thereof.”

Termination for Cause. The Company may, during the Term, upon notice to the Executive, Employer may terminate the Executive’s Employment under employment at any time for Cause, after providing Executive with at least 30 days’ notice of such proposed termination and 15 days to remedy the alleged defect. In this Employment Agreement and discharge the Executive for Cause (as defined below) andAgreement, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer means the wilful and continued failure by the Executive to the termination of substantially perform, or otherwise properly carry out, the Executive’s Employment as a result duties on behalf of RBA Pubco or an affiliate, or to follow, in any one material respect, the lawful policies, procedures, instructions or more directions of the following: Employer or any applicable affiliate (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined belowthe Executive’s disability or incapacity due to physical or mental illness); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall or the Executive wilfully or intentionally engaging in illegal or fraudulent conduct, financial impropriety, intentional dishonesty, breach of duty of loyalty or any similar intentional act which is materially injurious RBA Pubco or an affiliate, or which may have no force the effect of materially injuring the reputation, business or effect concurrently with business relationships of the consummation Employer or an affiliate, or any other act or omission constituting cause for termination of a Change employment without notice or pay in lieu of Controlnotice at common law. For the purposes of this Section 6.1definition, no act act, or failure to act, on the part of the Executive, a Executive shall be considered “willfulwilful” if it is unless done, or omitted to be done, by the Executive in good bad faith or with and without reasonable belief that his the Executive’s action or omission was in omissions were in, or not opposed to, the best interest interests of the CompanyEmployer and its affiliates. In the event of termination for Cause, all unvested stock options granted to the Executive pursuant to the terms of the RBA Pubco’s Stock Option Plan (the “Option Plan”) will immediately be void on the date the Employer notifies the Executive of such termination. The Executive shall will have 30 days from the opportunity date of termination to cure exercise any such acts or omissions (other than clause (i) above) within thirty (30) days options which have vested prior to the date of termination, subject to the terms and conditions of the Executive’s receipt Option Plan and the applicable individual option agreements. In the event of a notice from termination for Cause, the Company finding that, in the good faith opinion rights of the CompanyExecutive with respect to any performance share units (“PSUs”) granted pursuant to the RBA Pubco’s Performance Share Unit Plan (the “PSU Plan”), and pursuant to any and all PSU grant agreements, respectively, will be governed pursuant to the Executive is guilty of acts constituting “CausePSU Plan.”

Termination for Cause. The Company mayshall have the right to terminate this Agreement and Executive’s employment, during the Term, upon by written notice to the Executive, terminate for any of the following causes (a “Termination for Cause”): (a) fraud or willful or intentional misrepresentation in connection with the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as performance of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and his duties hereunder; (b) the remaining provisions failure by the Executive to substantially perform his duties hereunder; (c) the failure by the Executive to follow the lawful directives of this Employment Agreement the Chief Executive Officer and the Board; (d) willful or intentional conduct by the Executive that is detrimental to the Company’s reputation, goodwill or business operations in any material respect; (e) breach or threatened breach by the Executive of the restrictive covenants incorporated in Section 4 hereof; (f) the Executive’s conviction for, or plea of nolo contendere to a charge of commission of, a felony or a violation of federal or state securities laws; or (g) a material breach of the representations in Section 6.2 hereof. In no event shall remain in full force and effect in accordance with their terms. As used herein, the term Executive be considered to have been terminated for “Cause” shall refer unless the Company delivers a written notice of termination to the termination of Executive identifying in reasonable detail the Executive’s Employment as a result of any one acts or more of omissions constituting “Cause” and the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes provision of this Section 6.1, no act or failure to act, on Agreement relied upon. In the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any case where such acts or omissions (other than clause (i) above) within thirty (30) days are not capable of cure, the Executive’s termination will take effect upon his receipt of a such notice. In the case where such acts or omissions are capable of cure, the Executive’s termination will take effect 15 days following his receipt of such notice from if such acts or omissions are not cured by Executive by such date, provided the Company finding thatmay suspend the Executive’s employment or place him on leave of absence pending such cure. For the avoidance of doubt, in the good faith opinion mere failure of the Company, the Executive is guilty of acts constituting Company to achieve earnings goals shall not constitute “Cause.”” Upon any Termination for Cause, all payments, contributions and other benefits to Executive under Section 2 of this Agreement shall cease immediately, with the exception of reimbursement of authorized, ordinary and necessary business expenses already incurred, and any compensation already earned or vested as of that date.

Termination for Cause. The Company mayTermination for Cause" shall mean termination of Employee's employment by KMI because of (i)Employee's conviction of a felony which in the reasonable, during good faith opinion of the TermCompensation Committee of the Board of Directors of ▇▇▇▇▇▇ ▇▇▇▇▇▇, upon notice Inc. would have an adverse impact on the reputation or business of KMI or any of its affiliates; (ii) subject to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as notice provision's set forth below in the proviso to this Section 6.12(a), neither Party Employee's willful refusal without proper legal cause to perform his duties and responsibilities; (iii) Employee's willfully engaging in conduct which Employee has reason to know is materially injurious to KMI or any of its affiliates; or (iv) subject to the notice and counseling provisions set forth below in this Section 2(a), failure to meet clearly established and reasonable performance objectives or standards established by KMI for Employee's job position. Such termination shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 be effected by notice thereof delivered by KMI to Employee and 5shall be effective as of the date of such notice; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the if such termination date is pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; clause (ii) any willful above and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; within seven (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (307) days following written notice from the Company detailing the area or areas date of such failurenotice Employee shall cease such refusal and shall use his or her best efforts to perform such duties and responsibilities, other than such failure resulting from his Disability (as defined below)the termination shall not be effective; providedprovided further, that termination pursuant to clause (iv) above shall be deemed not become effective unless Employee has been counseled about such unacceptable performance and coached to improve performance for at least forty-five (45) days; and, provided further, that KMI shall consult with Employee and provide an opportunity for Employee to be deleted from heard prior to effecting any termination under this Employment Agreement section, and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or KMI's failure to act, on the part of the Executive, do so shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “constitute Involuntary Termination and not Termination for Cause.”

Termination for Cause. The Company mayBoard, by vote of a majority of its members, may terminate the employment of Employee with Employer at any time during the Term, upon notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive Term for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions “Cause”. For purposes of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used hereinAgreement, the term “Cause” shall refer be deemed to exist if, and only if: (i) Employee shall engage, during the performance of his duties hereunder, in acts or omissions constituting dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing or malfeasance which result in material harm to Employer; (ii) Employee shall intentionally disobey or disregard a lawful and proper direction of the Board or Employer; (iii) Employee shall materially breach this Agreement, and such breach by its nature, is incapable of being cured, or such breach remains uncured for more than 30 days following receipt by Employee of written notice from Employer specifying the nature of the breach and demanding the cure thereof. For purposes of this clause (iii), a material breach of this Agreement which involves inattention by Employee to his duties under this Agreement shall be deemed a breach capable of cure; or (iv) The Securities and Exchange Commission, the Employer or another regulatory or law enforcement authority institutes regulatory or law enforcement proceedings against the Employee or a firm with which the Employee previously was associated, which proceedings (regardless of the underlying merits) the Employer believes in its sole discretion could be detrimental to the Employer or its reputation. Without limiting the generality of the foregoing, the following shall not constitute Cause for termination of Employee or the Executive’s Employment as a result modification or diminution of any one or more of the followinghis authority hereunder: (i) any conviction ofpersonal or policy disagreement between Employee and Employer, or pleading any member of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the companyEmployer or its Board; or (ii) any willful and knowing misconduct of the Executive action taken by Employee in connection with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area hereunder or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or any failure to act, on the part of the Executive, shall be considered “willful” if it is done, Employee acted or omitted failed to be done, by the Executive act in good faith or with reasonable belief that his action or omission was and in a manner Employee reasonably believed to be in, and not opposed to, the best interest of Employer, and Employee has no reasonable cause to believe his conduct was unlawful. Notwithstanding anything herein to the Companycontrary, if Employer shall terminate the employment of Employee hereunder for Cause, Employer shall give at least 30 days prior written notice to Employee specifying in detail the reason or reasons for Employee’s termination. The Executive If the employment of Employee is terminated by Employer for Cause, Employee’s accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination), shall be paid to Employee through the date of his termination, and, except as otherwise provided in any Benefit Plan or Insurance Plan, Employer shall have no further obligation, including any obligation for severance payments, to Employee under this Agreement. Such termination shall have no effect upon Employee’s rights under the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the CompanyBenefit Plans, the Executive is guilty Insurance Plans and other employee policies and practices of acts constituting “CauseEmployer applicable to such termination.”

Termination for Cause. The Company may, during the Term, Chugach may terminate ▇▇▇▇▇’ employment for “cause” immediately upon written notice to the Executive▇▇▇▇▇, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that ▇▇▇▇▇ must be given ten (a10) days written notice of cause for termination and the opportunity to cure such cause within that time if the Board in its reasonable discretion determines that (1) the Company shall pay the Executive any amount due and owing as cause for termination is capable of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), being cured and (b2) no similar conduct or failure that was previously cured has occurred. Such notice shall specify in reasonable detail the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one acts or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive omissions that constitute cause for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Controltermination. For purposes of this Section 6.1Agreement, no act “cause” means a business-related reason that is not arbitrary, capricious or illegal and which is based on facts (i) supported by substantial evidence, and (ii) reasonably believed by the Board of Directors to be true. Examples of “cause” for termination of employment are provided in Chugach Operating Policy 013 dated September 19, 2001, and are incorporated herein by reference to the extent they are consistent with this Agreement, and may also include the following: willful and repeated failure or refusal to carry out reasonable orders, instructions, or directives of the Board of Directors; material acts of dishonesty, disloyalty or competition related to the business of Chugach or its relationships with employees, suppliers, contractors, customers or others with whom Chugach does business; refusal or failure to furnish material information concerning Chugach’s affairs as reasonably requested by or under the authority of the Board of Directors, or falsification or misrepresentation of such information, conviction of a crime constituting fraud, intentional dishonesty, moral turpitude, or other conduct that materially compromises the reputation of the employee or Chugach; or any other act, course of conduct, or omission that has or is reasonably likely to have a material adverse effect on Chugach, its business or financial position, or its goodwill or reputation. In the part event of the Executiveinvoluntary termination of his employment for cause, ▇▇▇▇▇ shall not be considered “willful” if it is doneentitled to receive any compensation or benefits hereunder other than (1) his Salary earned through the effective date of ▇▇▇▇▇’▇ termination, or omitted to be done(2) accrued, by unused annual leave, and (3) vested employee benefits under the Executive in good faith or with reasonable belief that his action or omission was in the best interest terms and conditions of the Companygoverning plan documents and policies. The Executive In the event of termination for cause under this Section, ▇▇▇▇▇’ obligations under Sections 8 and 9 shall have continue under the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days terms and conditions of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causethis Agreement.”

Termination for Cause. The Company may, during the Term, upon notice to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) This Agreement may be terminated immediately upon notice by the Company shall pay the Executive University for cause. Termination for cause may be based on any amount due and owing as one of the termination date pursuant following grounds: (i) Any material failure of Instructor to Section 3.1 and Articles 4 and 5 perform the duties of his or her position. (subject, in each case, to Section 3.2), and (bii) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result Material violation of any Regent Law or Policy, System Administrative Policy Statement (APS) or Campus, College, School or Department rule or policy. (iii) Being found responsible by [INSERT NAME OF CAMPUS INVESTIGATORY OFFICE] for violating one or more of the followingfollowing policies: (i) any conviction ofDiscrimination and Harassment, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and Sexual Harassment and/or Amorous Relationships. (iv) Conduct which would be grounds for termination of a willful tenured faculty member pursuant to the Regent Policy on faculty Dismissal for Cause. (v) The Instructor is indicted, bound over for trial, or a finding of probable cause is otherwise made, or the Instructor enters a plea of guilty or of nolo contendere, whichever comes earlier, in a criminal case (excluding minor traffic offenses). (vi) For Individuals New to the University: The Instructor fails to comply with Paragraphs 17 and material failure 18 of this Contract. (b) Prior to consistently discharge his duties termination for cause, the appointing authority shall inform Instructor in writing of the alleged grounds for termination. The written notice of intent to terminate shall provide Instructor five calendar days to request a meeting to discuss the alleged grounds for termination, with termination becoming final at the end of the fifth day if Instructor does not request such meeting. If Instructor does request such meeting, the appointing authority shall schedule a meeting with Instructor within a reasonable time. The appointing authority shall promptly thereafter issue a written decision, and that decision shall be final. (c) The parties expressly acknowledge and agree that if Instructor’s employment is terminated for cause under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failureparagraph 6, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above then Instructor shall be deemed entitled to be deleted from this Employment Agreement and shall have no force or effect concurrently with payment of only those amounts earned as of the consummation effective date of a Change of Control. For purposes termination of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “CauseAgreement.”

Termination for Cause. The Company mayCorporation shall have the right to terminate this Agreement for “cause,” which shall mean and be limited to: (i) Failure of ▇▇▇▇▇▇ ▇▇▇▇ to be the active Managing Member of the Adviser; (ii) Failure of the Adviser to find and retain an acceptable replacement upon the departure of a Senior Professional in accordance with Paragraph ; (iii) A material breach of law/ or the terms, during covenants or conditions on the Termpart of the Adviser to be performed hereunder; or (iv) Any termination of the warehouse facilities (“Warehouse Facilities”), upon the collateralized loan obligation (“CLO”) or any agreement or arrangement relating to financing of the Velocity Assets on account of a default under the Warehouse Facilities, CLO or any other such agreement or arrangement that shall have been attributable to any action or inaction of the Adviser and/or its affiliates due to gross negligence, willful misconduct or intentional breach of the material terms of the Warehouse Facilities or other financing arrangements. Any notice of termination for “cause” given by Client pursuant to this Paragraph ; or , shall specify in writing in reasonable detail the reason for such termination that is the cause for giving such notice. Adviser will have thirty (30) days to cure, to the Executivereasonable satisfaction of Client, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in any such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5breach charged by Client; provided, however, that (a) the Company with respect to Paragraph , any right to cure shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer only be granted to the termination of the Executive’s Employment as a result extent of any one such right granted under the applicable Warehouse Facilities, CLO or more other financing agreement up to a maximum of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days. In all other cases of a termination of the Agreement for cause, the Agreement shall terminate 30 days following written after such notice from of termination for cause, unless Adviser has, as determined by Client in its sole discretion, satisfactorily cured such breach. Should the Company detailing Clients terminate this Agreement for cause, the area or areas of such failure, Corporation will not have any further financial obligations to the Adviser other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from payment for accrued services due under the terms of this Employment Agreement and the Corporation and/or its subsidiaries shall not have no force or effect concurrently with any obligation to sell any assets to the consummation of a Change of Control. For purposes of this Section 6.1Adviser, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causeas otherwise hereinafter set forth.”

Termination for Cause. The Company may, during Studio shall have the Term, upon notice right to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive Term at any time for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their termscause. As used herein, the term “Causecause” shall refer to the termination of the Executive’s Employment as a result mean (a) misappropriation of any one material funds or more property of Studio or any of its related companies; (b) failure to obey reasonable and material orders given by the following: Chief Executive Officer of Studio or by the Board; (ic) any material breach of this Agreement by you; (d) conviction of, of or pleading entry of a plea of guilty or nolo contendre by, the Executive for any to a felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the companyor a crime involving moral turpitude; (iie) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failureact, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on by you in bad faith to the part material detriment of the Executive, shall be considered “willful” if it is done, Studio; or omitted to be done, by the Executive (f) material non-compliance with established Studio policies and guidelines (after which you have been informed in good faith or with reasonable belief that his action or omission was in the best interest writing of the Company. The Executive shall such policies and guidelines and you have the opportunity failed to cure any such acts or omissions non-compliance); provided that in each such case (other than clause (ia) aboveor (d) within thirty or a willful failure in (30b) days or repeated breaches, failures or acts of the Executive’s receipt same type or nature) prompt written notice of a notice from such cause is given to you by specifying in reasonable detail the Company finding that, facts giving rise thereto and that continuation thereof will result in the good faith opinion termination of the CompanyEmployment Term, and such cause is not cured within ten (10) business days after receipt by you of the Executive first such notice. If the Employment Term is guilty terminated as set forth in this Paragraph 11, then payment of acts constituting “Causethe specified Base Salary and any additional noncontingent cash compensation (including, without limitation, any equity-based compensation which has vested and expense reimbursement for expenses incurred prior to your termination) theretofore earned by you shall be payment in full of all compensation payable hereunder. If Studio terminated the Employment Term pursuant to this Paragraph 11, then you shall immediately reimburse Studio for all paid but unearned sums.”

Termination for Cause. The Company CBS may, during the Term, upon notice to the Executiveat its option, terminate the Executive’s Employment your employment under this Employment Agreement and discharge the Executive forthwith for Cause and thereafter shall have no further obligations under this Agreement, including, without limitation, any obligation to pay Salary or Bonus or provide benefits. Cause shall mean: (i) dishonesty; (ii) embezzlement, fraud or other conduct which would constitute a felony or a misdemeanor involving fraud or perjury; (iii) willful unauthorized disclosure of Confidential Information; (iv) your failure to obey a material lawful directive that is appropriate to your position from an executive(s) in your reporting line; (v) your failure to comply with the written policies of CBS, including the CBS Business Conduct Statement or successor conduct statement as defined belowthey apply from time to time; (vi) and, in such event, your material breach of this Agreement (including any representations herein); (vii) your failure (except as set forth in the proviso event of your Disability) or refusal to substantially perform your material obligations under this Section 6.1Agreement; (viii) willful failure to cooperate with a bona fide internal investigation or investigation by regulatory or law enforcement authorities or the destruction or failure to preserve documents or other material reasonably likely to be relevant to such an investigation, neither Party or the inducement of others to fail to cooperate or to destroy or fail to produce documents or other material; or (ix) conduct which is considered an offense involving moral turpitude under federal, state or local laws, or which might bring you to public disrepute, scandal or ridicule or reflect unfavorably upon any of CBS’s businesses or those who conduct business with CBS and its affiliated entities. CBS will give you written notice prior to terminating your employment pursuant to (iv), (v), (vi), (vii), (viii) or (ix) of this paragraph 8(a), setting forth the nature of any alleged failure, breach or refusal in reasonable detail and the conduct required to cure. Except for a failure, breach or refusal which, by its nature, cannot reasonably be expected to be cured, you shall have ten (10) business days from the giving of such notice within which to cure any rights failure, breach or obligations refusal under Article 2(iv), Sections 3.1(v), (vi), (vii), (viii) or Articles 4 and 5(ix) of this paragraph 8(a); provided, however, that that, if CBS reasonably expects irreparable injury from a delay of ten (a10) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subjectbusiness days, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written CBS may give you notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity shorter period within which to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of as is reasonable under the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causecircumstances.”

Termination for Cause. The Company may, during the Term, upon notice to the Executive, Employer may terminate the Executive’s Employment under employment at any time for Cause, after providing Executive with at least 30 days’ notice of such proposed termination and 15 days to remedy the alleged defect. In this Employment Agreement and discharge the Executive for Cause (as defined below) andAgreement, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer means the wilful and continued failure by the Executive to the termination of substantially perform, or otherwise properly carry out, the Executive’s Employment as a result duties on behalf of RBA Pubco or an affiliate, or to follow, in any one material respect, the lawful policies, procedures, instructions or more directions of the following: Employer or any applicable affiliate (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined belowthe Executive's disability or incapacity due to physical or mental illness); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall or the Executive wilfully or intentionally engaging in illegal or fraudulent conduct, financial impropriety, intentional dishonesty, breach of duly of loyalty or any similar intentional act which is materially injurious RBA Pubco or an affiliate, or which may have no force the effect of materially injuring the reputation, business or effect concurrently with business relationships of the consummation Employer or on affiliate, or any other act or omission constituting cause for termination of a Change employment without notice or pay in lieu of Controlnotice at common law. For the purposes of this Section 6.1definition, no act act, or failure to act, on the part of the Executive, an Executive shall be considered “willfulwilful” if it is unless done, or omitted to be done, by the Executive in good bad faith or with and without reasonable belief that his the Executive’s action or omission was in omissions were in, or not opposed to, the best interest interests of the CompanyEmployer and its affiliates. In the event of termination for Cause, all unvested stock options granted to the Executive pursuant to the terms of the Option Plan will immediately be void on the date the Employer notifies the Executive of such termination. The Executive shall will have 30 days from the opportunity date of termination to cure exercise any such acts or omissions (other than clause (i) above) within thirty (30) days options which have vested prior to the date of termination, subject to the terms and conditions of the Executive’s receipt Option Plan and the applicable individual option agreements. In the event of a notice from termination for Cause, the Company finding that, in the good faith opinion rights of the Company, Executive with respect to any PSUs and RSUs held by the Executive is guilty of acts constituting “Causewill be governed pursuant to the PSU Plan and RSU Plan, respectively.”

Termination for Cause. The Company may, during This Agreement may be terminated at any time in accordance with the Term, upon following provisions: (a) by written notice from Hoth to the Executive, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in such event, except as set forth Voltron in the proviso to event of (i) a breach of any material term of this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 Agreement by Voltron that is not cured within ninety (90) calendar days after receipt by Voltron of written notice from Hoth specifying the nature of and 5basis for the asserted breach; provided, howeverthat if such breach cannot reasonably be cured within ninety (90) days, that such breach shall be deemed cured if Voltron commences to cure such breach within such 90-day period and diligently thereafter pursues such cure, or (aii) the Company shall pay the Executive commencement by or against Voltron of any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 bankruptcy, insolvency or reorganization proceeding which has not been dismissed within ninety (subject, in each case, to Section 3.2), and 90) days after commencement; or (b) by written notice from Voltron to Hoth the remaining provisions event of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: (i) a breach of any conviction of, or pleading material term of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard this Agreement by Hoth that is not cured within ninety (90) calendar days after receipt by Hoth of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing specifying the area or areas nature of such failure, other than such failure resulting from his Disability (as defined below)and basis for the asserted breach; provided, that clause if such breach cannot reasonably be cured within ninety (iv90) above days, such breach shall be deemed cured if Hoth commences to be deleted from cure such breach within such 90-day period and diligently thereafter pursues such cure, or (ii) the commencement by or against Hoth of any bankruptcy, insolvency or reorganization proceeding which has not been dismissed within ninety (90) days after commencement. In the event that Hoth fails to purchase the Membership Interests as provided in the MIPA, Voltron may immediately terminate this Employment Agreement on written notice to Hoth and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, Agreement shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest terminated and of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causeno further force and effect.”

Termination for Cause. The Company may, during the Term, upon notice to the Executive, Catalina may terminate the Executive’s Employment under this Employment Agreement and discharge the Executive your employment for Cause (as defined below) and, at any time if you engage in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer activities below. However, if, in Catalina’s reasonable judgment, your misconduct can be cured, Catalina will give you written notice so that you will have an opportunity to cure the termination of the Executive’s Employment as a result of any one or more of the following: misconduct. If you do not do so within ten (10) business days, then you may be terminated for Cause. You can be terminated for “Cause” if you: (i) engage in willful, intentional, reckless, or grossly negligent misconduct the purpose or effect of which is to materially and adversely affect any conviction member of the Group; (ii) falsify any work, personnel or company records; (iii) knowingly and without authorization take company funds or property or make unauthorized charges against any of the Group’s accounts; (iv) repeatedly refuse to perform your duties; (v) materially breach any of your obligations under this Agreement, the Change of Control Agreement or Catalina’s Code of Business Conduct & Ethics or the Service Agreement dated October 1, 2006 between you and Catalina Marketing UK Limited except because of a physical or mental illness, injury or condition; (vi) are convicted of, or pleading you enter a plea of nolo contendre byguilty or no contest to, a felony involving moral turpitude or materially violate any federal or state securities law; (vii) repeatedly and excessively use of alcohol or illegal drugs after Catalina’s Board of Directors (the “Board”) has warned you that your employment would be terminated if you continued such use; or (viii) engage in any other willful, intentional, reckless or grossly negligent misconduct or gross insubordination which impacts your ability to effectively perform your duties or ▇▇▇▇▇ the Group in a material way. In considering whether to terminate you for Cause, the Executive for any felony relating Board, or a person or committee designated by the Board, may exercise its discretion to the willful conduct factual investigations and knowing disregard of the law in intentionally committing acts detrimental to the Company interview you or other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, individuals that clause (iv) above shall be deemed it determines to be deleted from this Employment Agreement and shall have no force or effect concurrently with appropriate under the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causecircumstances.”

Termination for Cause. The Company maymay terminate the term of employment, during the TermAdvisory Period (if any) and all of the Company's obligations under this Agreement, upon other than its obligations set forth below in this Section 4.1, for "cause" but only if the term of employment or any Advisory Period has not previously been terminated pursuant to any other provision of this Agreement. Termination by the Company for "cause" shall mean termination by action of the Company's Board of Directors, or a committee thereof, because of the Executive's conviction (treating a nolo contendere plea as a conviction) of a felony (whether or not any right to appeal has been or may be exercised) or willful refusal without proper cause to perform his obligations under this Agreement or because of the Executive's breach of any of the covenants provided for in Section 9. Such termination shall be effected by written notice thereof delivered by the Company to the Executive, terminate Executive and shall be effective as of the Executive’s Employment under this Employment Agreement and discharge the Executive for Cause (as defined below) and, in date of such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5notice; provided, however, that if (ai) the Company shall pay the Executive any amount due and owing as of the such termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination is because of the Executive’s Employment as a result of 's willful refusal without proper cause to perform any one or more of his obligations under this Agreement, (ii) such notice is the following: first such notice of termination for any reason delivered by the Company to the Executive under this Section 4.1, and (iii) within 15 days following the date of such notice the Executive shall cease his refusal and shall use his best efforts to perform such obligations, the termination shall not be effective. In the event of such termination by the Company for cause, without prejudice to any other rights or remedies that the Company may have at law or in equity, the Company shall have no further obligations to the Executive other than (i) any conviction ofto pay Base Salary and make credits of deferred compensation as provided in Sections 3.1 and 3.3, or pleading to pay Advisory Period compensation, if applicable, accrued through the effective date of nolo contendre bytermination, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) to pay any willful and knowing misconduct annual bonus pursuant to Section 3.2 to the Executive in respect of the Executive with intent calendar year prior to the calendar year in which such termination is effective, in the event such annual bonus has a materially injurious effect on the business been determined but not yet paid as of the Company; date of such termination and (iii) with respect to any rights the willful and knowing gross dishonesty Executive has in respect of amounts credited to the Trust Account or pursuant to any insurance or other benefit plans or arrangements of the Company maintained for the benefit of its senior executives. The Executive with intent which has hereby disclaims any right to receive a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part pro rata portion of the Executive, shall be considered “willful” if it is done, or omitted 's annual bonus with respect to be done, by the Executive year in good faith or with reasonable belief that his action or omission was in the best interest of the Companywhich such termination occurs. The Executive fourth sentence of Section 3.3 and the provisions of Sections 3.8, 8.2, 8.3 and 9 through 12 and Annex A shall have the opportunity survive any termination pursuant to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causethis Section 4.1.”

Termination for Cause. The Company mayEmployee’s employment may be terminated by Employer for “Good Cause”, during the Termas described below. Upon such termination, upon notice Employer’s obligation to the Executive, terminate the Executive’s Employment compensate Employee under this Employment Agreement and discharge the Executive for Cause (as defined below) and, shall in such eventall respects cease, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company Employer shall pay the Executive Employee, within thirty days of such termination (or sooner if required by law), any amount due and owing Accrued Compensation as of the time of such termination date pursuant and Employee shall be entitled to Section 3.1 any Accrued Benefits as of the time of such termination when and Articles 4 and 5 (subject, in each case, if provided to Section 3.2), and (b) be paid by the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their termsapplicable program or plan. As used herein, the term “Good Cause” shall refer includes, but is not limited to the termination of the Executive’s Employment as a result of any one or more of the following: following occurrences: (ia) Employee’s breach of any of the covenants contained in this Agreement; (b) Employee’s conviction ofor entry of a plea of guilty or nolo contendere for any crime involving moral turpitude or which is punishable by imprisonment in the jurisdiction involved; (c) Employee’s commission of an act of fraud, whether prior or pleading subsequent to the date hereof, upon any of nolo contendre bythe Companies or any customer of any of the Companies; (d) Employee’s willful failure or refusal to perform his duties as required by this Agreement, provided that, the Executive termination of Employee’s employment pursuant to this subparagraph (d) shall not constitute valid termination for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following Good Cause unless Employee shall first have received written notice from the Company detailing President stating with specificity the area or areas nature of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed or refusal in the performance of duties and affording Employee at least fifteen days to be deleted from this Employment Agreement and shall have no force or effect concurrently with correct the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure omission complained of; (e) gross negligence, theft of any property of any of the Companies, or the theft of any property of any customers or suppliers, material violation by Employee of any duty of loyalty to actEmployer, or any other material misconduct on the part of Employee; or (f) material violation of any employee policy manual promulgated by Employer as in effect at that time, including, without limitation, the Executivereceipt of any kick-back or side payment from any customer, supplier or vendor. Notwithstanding the foregoing, termination of Employee’s employment by resignation shall be considered “willful” if it is done, or omitted to deemed a termination for Good Cause and shall be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest effective as of the Company. The Executive effective date of such resignation, but acceptance of such resignation by Employer shall have not be deemed a waiver of any right of Employer or the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “CauseCompanies under this Agreement.”

Termination for Cause. The Company may, during the Term, upon notice to the Executive, may terminate the Executiveterm of employment and all of the Company’s Employment obligations under this Employment Agreement and discharge Agreement, other than its obligations set forth below in this Section 4.1, for “cause”. Termination by the Executive Company for Cause “cause” shall mean termination because of your (a) conviction (treating a nolo contendere plea as a conviction) of a felony (whether or not any right to appeal has been or may be exercised) other than as a result of a moving violation or a Limited Vicarious Liability (as defined below), (b) andwillful failure or refusal without proper cause to perform your material duties with the Company, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or including your obligations under Article 2this Agreement (other than any such failure resulting from your incapacity due to physical or mental impairment), Sections 3.1(c) willful misappropriation, embezzlement or reckless or willful destruction of Company property, (d) willful and material breach of any statutory or common law duty of loyalty to the Company having a significant adverse financial impact on the Company or on the Company’s reputation; (e) intentional and improper conduct materially prejudicial to the business of the Company or any of its affiliates, or Articles 4 (f) willful or material breach of any of the covenants provided for in Section 9 hereof. Such termination shall be effected by written notice thereof delivered by the Company to you and 5shall be effective as of the date of such notice; provided, however, that if (ai) the Company shall pay the Executive any amount due and owing as such termination is because of the termination date pursuant your willful failure or refusal without proper cause to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of perform any one or more of your obligations under this Agreement, (ii) such notice is the following: first such notice of termination for any reason delivered by the Company to you under this Section 4.1, and (iii) within 15 days following the date of such notice you shall cease your refusal and shall use your best efforts to perform such obligations, the termination shall not be effective. The term “Limited Vicarious Liability” shall mean any liability which is based on acts of the Company for which you are responsible solely as a result of your office(s) with the Company; provided that (x) you are not directly involved in such acts and either had no prior knowledge of such intended actions or, upon obtaining such knowledge, promptly acted reasonably and in good faith to attempt to prevent the acts causing such liability or (y) after consulting with the Company’s counsel, you reasonably believed that no law was being violated by such acts. In the event of termination by the Company for cause, without prejudice to any other rights or remedies that the Company may have at law or in equity, the Company shall have no further obligation to you other than (i) any conviction ofto pay Base Salary through the effective date of termination, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) to pay any willful and knowing misconduct Bonus for any year prior to the year in which such termination occurs that has been determined but not yet paid as of the Executive with intent which has a materially injurious effect on the business date of the Company; such termination, and (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure respect to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area any rights you have pursuant to any insurance or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force benefit plans or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest arrangements of the Company. The Executive shall have You hereby disclaim any right to receive a pro rata portion of any Bonus with respect to the opportunity to cure any year in which such acts or omissions (other than clause (i) above) within thirty (30) days of the Executive’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “Causetermination occurs.”

Termination for Cause. The Company may, Employer may at any time during the TermEmployment Period and any Renewals thereof, upon notice to the Executiveby notice, terminate the Executive’s Employment under this Employment Agreement and discharge the Executive Employee for Cause (as defined below) andcause, in such eventwhereupon the Employer's obligation to pay any compensation, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1severance allowance, or Articles 4 and 5; providedother amounts payable hereunder to or for the benefit of Employee shall terminate on the date of such discharge, however, that (a) notwithstanding anything herein contained to the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their termscontrary. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive "for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above cause" shall be deemed to be deleted from this Employment Agreement mean and shall have no force include chronic substance abuse; misappropriation of any money or effect concurrently with the consummation of a Change of Control. For purposes of this Section 6.1, no act other assets or failure to act, on the part properties of the Executive, shall be considered “willful” if it is done, Employer or omitted its subsidiaries; willful violation of specific and lawful written directions from his superiors or from the Board of Directors of the Employer; willful failure or refusal to be done, perform the services required of Employee under this Agreement; other breaches of the covenants contained herein; willful disclosure of trade secrets or other confidential information resulting in substantial detriment to the Employer as documented by the Executive Employer under oath or affirmation; conviction in good faith a court of competent jurisdiction of any crime involving the funds or with reasonable belief that his action or omission was in the best interest assets of the Company. The Executive shall Employer including, but not limited to, embezzlement and larceny; any civil or criminal conduct or personal misbehavior including sexual harassment which is detrimental to the image, reputation, welfare or security of the Employer where such misconduct or misbehavior and judgment have been documented by the opportunity to cure Employer under oath or affirmation; and any such other acts or omissions (other than clause (i) above) within thirty (30) days that constitute grounds for cause under the laws of the Executive’s receipt states of a notice from Georgia, Delaware, California, Massachusetts or Illinois, or such other states or locations wherein the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting “CauseEmployer may have operations.”

Termination for Cause. The Company may, during the Term, upon notice to the Executive, may at any time terminate the Executive’s Employment under this Employment Agreement and discharge the Executive 's employment hereunder for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used herein, the term “Cause” shall refer to the termination of the Executive’s Employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony relating to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company; (iii) the willful and knowing gross dishonesty of the Executive with intent which has a materially injurious effect on the business of the Company; and (iv) a willful and material failure to consistently discharge his duties under this Employment Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from his Disability (as defined below); provided, that clause (iv) above shall be deemed to be deleted from this Employment Agreement and shall have no force or effect concurrently with the consummation of a Change of Controlcause. For purposes of this Section 6.1, no act or failure Agreement and subject to act, on the part of the Executive's opportunity to cure to the extent provided in Section 4.c. hereof, the Company shall have "cause" to terminate the Executive's employment hereunder if such termination shall be considered “willful” if it is done, or omitted the result of: (1) Fraud in connection with the Executive's performance hereunder; (2) Dishonesty in connection with the Executive's performance hereunder except to be done, the extent the Executive proves such dishonesty was both unintentional and covered only a matter which was de minimis; (3) The failure by the Executive to perform his material duties hereunder or any other material breach by Executive of this Agreement; (4) The failure by the Executive to follow, in good faith a material manner, the lawful directions of or policies established by the Board of Directors or the Chief Executive Officer of the Company unless the tasks are of the type which could not reasonably be required of Executive pursuant to this Agreement; (5) The conviction for, or plea of nolo contendere to, a charge of commission of a felony or crime involving moral turpitude; (6) The Executive's performance of any services under this Agreement while under the influence of drugs, alcohol or any controlled substance except, with reasonable belief that his action respect to controlled substances only, to the extent Executive proves (a) taking any controlled substance was prescribed by a medical doctor to treat a medical problem, (b) such controlled substance was used only in accordance with said doctor's instructions, and (c) taking such controlled substance does not and did not adversely affect Executive's job performance during more than a de minimis period of time; or (7) The Executive acting in a manner, which damages or omission was in could reasonably be expected to damage the best interest business or reputation of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days parties agree that each of the Executive’s receipt foregoing breaches, events, crimes, behaviors, acts, inactions or occurrences constitutes independent grounds for "cause" and the failure of any breach, event, crime, behavior, act, inaction or occurrence to constitute "cause" under any paragraph of this Section 4.a. shall not prevent that same breach, event, crime, behavior, act, inaction or occurrence from constituting "cause" under a notice from the Company finding that, in the good faith opinion different paragraph of the Company, the Executive is guilty of acts constituting “Causethis Section 4.a.”

Termination for Cause. The Company may, during the Term, upon notice to the Executive, may terminate the Executive’s Employment under this Employment Agreement and discharge the Executive employment hereunder for Cause (as defined below) and, in such event, except as set forth in the proviso to this Section 6.1, neither Party shall have at any rights or obligations under Article 2, Sections 3.1, or Articles 4 and 5; provided, however, that (a) the Company shall pay the Executive any amount due and owing as of the termination date pursuant to Section 3.1 and Articles 4 and 5 (subject, in each case, to Section 3.2), and (b) the remaining provisions time. For purposes of this Employment Agreement shall remain in full force and effect in accordance with their terms. As used hereinAgreement, the term “Cause” shall refer mean that the Executive has: (A) committed gross negligence in connection with his duties as set forth herein or otherwise with respect to the termination business and affairs of the Company, its subsidiaries and/or its other affiliates; (B) committed fraud in connection with his duties as set forth herein or otherwise with respect to the business and affairs of the Company, its subsidiaries and/or its other affiliates; (C) engaged in personal dishonesty, willful misconduct, willful violation of any law, or breach of fiduciary duty, in each instance, with respect to the business and affairs of the Company, its subsidiaries and/or its other affiliates; (D) been indicted for, or has been found by a court of competent jurisdiction to have committed or plead guilty to, (1) a felony (or state law equivalent) or (2) any other serious crime involving moral turpitude or that has (or is reasonably likely to have) a material adverse effect either on (x) the Executive’s Employment as a result of any one ability to perform his duties under the Agreement or more (y) the reputation and goodwill of the following: (i) any conviction ofCompany, regardless of whether or pleading of nolo contendre by, the Executive for any felony relating not such other crime is related or unrelated to the willful and knowing disregard of the law in intentionally committing acts detrimental to the Company other than the Cannabis related business of the company; (ii) any willful and knowing misconduct of the Executive with intent which has a materially injurious effect on the business of the Company, its subsidiaries or other affiliates; (iiiE) shown chronic use of alcohol, drugs or other similar substances that materially affects the Executive’s work performance; (F) breached his obligations under (1) this Agreement, (2) the willful Confidentiality, Non-Compete and knowing gross dishonesty of Inventions Assignment Agreement attached hereto as Exhibit A (the “Covenants Agreement”) or (3) any other agreement executed by the Executive with intent which has a materially injurious effect on for the business benefit of the Company; and , its subsidiaries and/or other affiliates, provided, that, if such breach described in this clause (ivF) a willful and material failure is susceptible to consistently discharge his duties under this Employment Agreement which failure continues for cure, the Executive shall have thirty (30) days following written after notice from to cure such breach; (G) failed to materially perform the Company detailing Executive’s duties or to follow the area or areas lawful directives of such failure, other than such failure resulting from his Disability (as defined below)the CEO; provided, that that, if such failure described in this clause (ivG) above shall be deemed is susceptible to be deleted from this Employment Agreement and shall have no force or effect concurrently with cure, the consummation of a Change of Control. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than clause (i) above) within thirty (30) days after notice to cure such failure; or (H) materially violated the Company’s written code of conduct or other written or established policies and/or procedures in place from time to time; provided, that, if such violation described in this clause (H) is susceptible to cure, the Executive shall have thirty (30) days after notice from the Board to cure such violation. Any notice to the Executive under this Section 6(a)(i) shall be in writing and shall specify in reasonable detail the Executive’s receipt of a notice from acts or omissions that the Company finding that, in the good faith opinion of the Company, the Executive is guilty of acts constituting alleges constitute “Cause.”