Private Media Group (PRVT)

Part 4 Termination.

4.1 Definitions. As used herein, the following terms shall have the following meanings:

4.1.1 “Notice of Termination” means a written notice specifying the termination provision in this Agreement relied upon and the effective date of such termination.

4.1.2 “Date of Termination” means (i) where termination is due to the death of the Employee, the date of death, or (ii) the date specified in the Notice of Termination.

4.1.3 “Cause” means that Employee has (i) breached any fiduciary duty or material legal or contractual obligation to the Company (including any Affiliate) which breach is not cured within thirty (30) days after notice to Employee thereof or, if cured, such conduct recurs (it being agreed that such cure right for any particular conduct shall only be available once during the Term), (ii) failed to perform satisfactorily Employee’s material job duties or to follow any reasonable directive of the Chief Executive Officer of Private or the Board of Directors of Private, which failure is not cured within thirty (30) days after notice to Employee thereof or, if cured, such conduct recurs (it being agreed that such cure right for any particular conduct shall only be available once during the Term), (iii) engaged in gross negligence, gross insubordination, willful misconduct, fraud, embezzlement, acts of material dishonesty or a conflict of interest, in any such case relating to the affairs of the Company or any of its Affiliates, or (iv) been convicted of or pleaded no contest to any criminal offence either (A) relating to the affairs of the Company or any of its Affiliates or (B) which could cause harm or damage to the Company’s or its Affiliates’ public image, reputation or relations with the authorities, unless in either case (1) the offence involved actions or omissions of Employee in the ordinary course of the Private Group’s business, and (2) Employee was acting in good faith and what he reasonably believed to be the best interests of the Private Group.

4.1.4 “Good Reason” means Employee’s voluntary termination within thirty (30) days following the occurrence of one or more of the following: (i) a material diminution Employee’s authority, duties, reporting structure or responsibilities that is not remedied by the Company within thirty (30) days after receipt of notice thereof given by Employee, or (ii) a material breach of this Agreement by the Company, which breach is not cured within thirty (30) days after notice thereof given by Employee, or (iii) a change by the Company in the geographical location at which Employee must provide the services described in this Agreement by more than twenty-five (25) miles from his current location in Toronto, Ontario, Canada, excluding reasonable travel.

4.1.5 “Disability” means illness (mental or physical) or accident, which results in Employee being unable to perform Employee’s duties as an employee of the Company on a full time basis, for a period of ninety (90) consecutive days, or one hundred twenty (120) days, whether or not consecutive, in any twelve month period. In the event of a dispute as to whether Employee is Disabled, the Company may refer the same to a mutually acceptable licensed practicing physician, whose written report shall be final and binding upon the parties, and Employee agrees to submit to such tests and examination as such physician shall deem appropriate. If Employee fails or refuses for any reason to promptly submit to any examination requested by such physician, then Employee shall be considered to be Disabled.

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4.2 General. Employee’s employment with the Company may be terminated at any time by the Company for Cause, effective immediately upon receipt by Employee of written Notice of Termination. Employee’s employment shall automatically terminate upon his death. Employee’s employment with the Company may be terminated at any time by the Company for Disability or for any reason other than for Cause, effective immediately upon receipt by Employee of written Notice of Termination or upon such other date specified in such Notice of Termination. Employee may resign for Good Reason after at least thirty (30) days prior written Notice of Termination thereof from Employee to the Company which Notice of Termination may be contemporaneous with the notice required by Section 4.1.4 hereof (subject to the Company’s remediation right in Section 4.1.4).