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| 504221865.1 4 fraudulent conduct by Executive in connection with the business affairs of the Company or any of its affiliates; (H) failure to comply with Company policies and/or any laws, rules or regulations of any federal, state or local authority having jurisdiction over Company and its business operations; (I) Failure to comply with directions of the Board of Directors or CEO; (J) breach of this Agreement, dishonesty, incompetence, willful misconduct, habitual absence from work, failure to perform duties, or negligence or incompetence in the performance of stated duties; (K) being found by the Company to be grossly careless, negligent or having engaged in malfeasance or misconduct in the performance or non-performance of his duties; (L) unjustifiable neglect of the Employee’s duties; (M) acting in any way that has a direct, substantial, and adverse effect on the Company’s business operation or reputation; (N) engages in conduct which harms or tends to harm the Company’s standing or image in the community; or (O) working for or being hired by any other company, individual, or other entity - even as an independent contractor - or any other perceived or actual conflict of interest.. Except for clause (C) above, Cause shall only exist after the CEO delivers written notice to Executive of the CEO’s determination that Cause exists, and Executive has failed to fully correct the issue(s) within 45 days following delivery to Executive of the CEO’s written notice of its determination that Cause exists. (iii) For purposes of this Agreement, “Good Reason” shall mean if, other than termination for Cause or without Cause, any of the following has occurred: (A) any material reduction in the Base Salary or Target Bonus opportunity (except for across the board reductions for all senior executives of the Company); (B) a transfer of Executive’s primary workplace that increases Executive’s one way commute by more than thirty-five (35) miles; (C) a material reduction in Executive’s authority, duties, or responsibilities, or (D) the assignment of any duties or responsibilities inconsistent with Executive’s position with the Company; provided, however, that, in each case, Good Reason shall cease to exist for an event either to the extent that Executive shall have consented, in advance and in writing, to such event or to the extent that ninety (90) days shall have elapsed following Executive’s written information of such event without Executive having delivered the advance written notice described in (i) above. For avoidance of doubt, in the event that the Company becomes a subsidiary of another business enterprise and/or otherwise acquired and Executive is no longer reporting to the Chief Executive Officer as a result, the Company and Executive acknowledge that a “substantial reduction in Executive’s authority, duties, or responsibilities” or “the assignment of any duties or responsibilities materially inconsistent with Executive’s position with the Company” shall not be deemed to have occurred in the event that Executive is offered a substantially similar or equivalent role (such as, for example, divisional executive) with an entity of similar or greater scale and scope as the Company. (iv) If Executive’s employment is terminated by the Company for Cause, or if Executive resigns without Good Reason, Executive shall be entitled to receive only the Accrued Rights. Following such termination of Executive’s employment by the Company for Cause or resignation without Good Reason by Executive, except as set forth in this Section 8(b)(iv), Executive shall have no further rights to any compensation or any other benefits under this Agreement. DocuSign Envelope ID: B149C27D-7D51-4B25-A943-BF29863D44BC confidentia JJ Miller telesign.com Jul 20, 2021 18:26 confidentia JJ Miller telesign.com Jul 20, 2021 18:26 confidential Andrew Whitworth telesign.com Jan 21, 2022 3:37 PM EST confidential Andrew Whitworth telesign.com Jan 21, 2022 3:37 PM EST |