Cause. For purposes of this Agreement, “Cause” shall mean the following # Employee’s commission of an act of fraud, theft or dishonesty against the Company; # the arrest of Employee for any act involving dishonest conduct or other act of moral turpitude; # willful or wanton misconduct, recklessness, or gross negligence by Employee in the performance of the Services; # Employee's breach of his fiduciary duties to the Company; # conduct by Employee that could harm the Company’s reputation or goodwill or that otherwise could undermine the best interests of the Company or affiliated entities; # if Employee is determined to have a “bad actor” disqualification as set forth in Rule 506(d) of Regulation D under the Securities Act of 1933, # a breach by Employee of any obligation, representation, or warranty under this Agreement, # unwillingness of the Employee to perform the Services continuing for a period of five (5) business days after notice to Employee; and # any additional events as set forth in Exhibit A.

Cause. For purposes of this Agreement, “Cause”Section 7, “Cause” shall meanbe defined as the occurrence of any one or more of the following acts or events: # Employee’s commission of anfraud, misappropriation, embezzlement, or other act of fraud, theft ormaterial dishonesty against the Company; # the arrest of Employee for any act involving dishonest conduct or other act of moral turpitude; # willful or wanton misconduct, recklessness, or gross negligenceacts by Employee in the performance of the Services; # Employee'sParticipant with respect to Company which constitute a breach of hisParticipant’s fiduciary duties or duties of honesty, good faith and loyalty (including derogatory statements regarding the Company, but excluding statements made in connection with any legal action filed against the Company); # any act by Participant which is intentionally damaging to the Company; # conductcommission by Employee that could harm the Company’s reputationParticipant of a felony or goodwillmisdemeanor involving moral turpitude; # a material breach by Participant of any provision of this Agreement within his control or that otherwise could undermine the best interestsfailure of Participant to properly and diligently perform his duties as an employee, officer and/or director of the Company or affiliated entities; # if EmployeeCompany, which violation is determined to have a “bad actor” disqualification as set forth in Rule 506(d) of Regulation D under the Securities Act of 1933, # a breach by Employee of any obligation, representation, or warranty under this Agreement, # unwillingness of the Employee to perform the Services continuing for a period of five (5) businessnot remedied within three (3) days after notice to Employee;from Company specifying such violation; # alcohol or drug abuse affecting in any material respect the performance by the Participant of his duties and responsibilities as an employee, officer and/or director of the Company; # commission of any other act or acts which substantially impairs the reputation and standing of Company with its customers or the community at large; and # any additional events as set forth in Exhibit A. act or circumstance constituting “cause” for termination under applicable statutory or common law.

Cause.Cause Definition. For purposes of this Agreement, “Cause” shall mean any of the followingfollowing: # Employee’s commissionconviction, including a plea of guilty or no contest, of any felony or any crime involving moral turpitude or dishonesty; # fraud upon the Company (or an actaffiliate), embezzlement or misappropriation of fraud, theft or dishonesty against the Company; # the arrest of Employee for any act involving dishonest conduct or other act of moral turpitude;corporate funds; # willful or wanton misconduct, recklessness, or gross negligence by Employee in the performanceacts of the Services; # Employee's breach of his fiduciary dutiesdishonesty materially harmful to the Company; # activities materially harmful to the Company’s reputation; # Employee’s willful misconduct, willful refusal to perform his duties, or substantial willful disregard of his duties, provided that the Company first provides Employee with written notice of such conduct and thirty (30) days to cure such conduct, if such conduct is reasonably susceptible to cure; or # material breach of this Agreement, any other agreement with the Company, any policy of the Company, or any statutory duty or common law duty of loyalty owed to the Company that causes material harm to the Company; provided, no act or omission on Employee’s part shall be considered “willful” unless it is done by Employee without reasonable belief that could harm the Company’Employee’s reputation or goodwill or that otherwise could undermineaction was in the best interests of the Company or affiliated entities; # if Employee is determined to have a “bad actor” disqualification as set forth in Rule 506(d) of Regulation D under the Securities Act of 1933, # a breach by Employee of any obligation, representation, or warranty under this Agreement, # unwillingness of the Employee to perform the Services continuing for a period of five (5) business days after notice to Employee; and # any additional events as set forth in Exhibit A. Company.

Cause. For purposes of this Agreement,agreement, “Cause” shall mean only the following # Employee’sfollowing: (i) indictment or conviction of, or a plea of nolo contendere to, (A) any felony (other than any felony arising out of negligence), or any misdemeanor involving moral turpitude with respect to the Company, or (B) any crime or offense involving dishonesty with respect to the Company; (ii) theft or embezzlement of Company property or commission of an act of fraud, theftsimilar acts involving dishonesty or dishonesty against the Company; # the arrest of Employee for any act involving dishonest conduct or other act of moral turpitude; # willful or wanton misconduct, recklessness, or gross(iii) material negligence by Employee in the performance of the Services; # Employee's breachyour job duties after notice; (iv) failure to devote substantially all of his fiduciary dutiesworking time and efforts during normal business hours to the Company; #Company’s business; or (v) knowing engagement in conduct by Employee that could harmwhich is materially injurious to the Company’s reputation or goodwill or that otherwise could undermine the best interests of the Company or affiliated entities; # if Employee is determined to have a “bad actor” disqualification as set forth in Rule 506(d) of Regulation D under the Securities Act of 1933, # a breach by Employee of any obligation, representation, or warranty under this Agreement, # unwillingness of the Employee to perform the Services continuing for a period of five (5) business days after notice to Employee; and # any additional events as set forth in Exhibit A.Company.

Cause. For purposes of this Agreement, “Cause” shall mean that the followingBoard, acting reasonably and in good faith based upon the information then known to the Company, determines that Employee has engaged in or committed any of the following: # Employee’willful misconduct, gross negligence, theft, fraud, or other illegal conduct or conduct that violates the Company’s commissionInsider Trading Policy or other regulations of an actthe U.S. Securities and Exchange Commission and with respect to which Employee was not acting under the advice of fraud, theft or dishonesty againstcounsel for the Company; # refusal or unwillingness to perform any of Employee’s material duties (as “material” is determined by the arrestBoard, reasonably and in good faith); # performance by Employee of Employee’s duties determined by the Board to be inadequate in a material (as determined by the Board, reasonably and in good faith) respect (meaning that Employee forhas failed to diligently perform his duties); # breach of any act involving dishonest conductmaterial applicable non-competition provision, confidentiality provision or other act of moral turpitude; # willfulproprietary information or wanton misconduct, recklessness, or gross negligence byinventions agreement between Employee in the performance of the Services; # Employee's breach of his fiduciary duties toand the Company; # conduct byinappropriate conflict of interest; # insubordination (meaning the refusal of Employee that could harm the Company’s reputation or goodwill or that otherwise could undermine the best intereststo follow a lawful and reasonable directive of the CompanyCEO, the Board or affiliated entities;any committee thereof that is made known to him, and that implementing the directive is within the ambit of Employee’s duties); # if Employee is determinedfailure to havefollow the material directions of the CEO, the Board or any committee thereof; or # any other material breach of this Agreement. In addition, an indictment or conviction of any felony, or any entry of a “bad actor” disqualification as set forth in Rule 506(d)plea of Regulation Dnolo contendre, under the Securities Actlaws of 1933, #the United States or any State shall be considered “Cause” hereunder. “Cause” shall be specified in a notice of termination to be delivered by the Company to Employee no later than the date as of which termination is effective. As to [subsections (B), (C), (D), (E), (F), (G), and (H)])])])])])])], the Company shall not have Cause unless it provides written notice to Employee specifying in reasonable detail Employee’s alleged failure or breach and Employee does not cure the alleged failure or breach within fourteen days after receipt of such notice. The Parties agree that to the extent that the failure or breach cannot be cured because what occurred in the past cannot reasonably be reversed or otherwise remedied by Employeefuture actions or other conduct, then no such cure or cure period will be permitted. The determination of any obligation, representation, or warrantywhether a matter is “material” under this Agreement, # unwillingness ofAgreement shall be made by the Employee to perform the Services continuing for a period of five (5) business days after notice to Employee;Board, reasonably and # any additional events as set forth in Exhibit A. good faith.