By Company With Cause. The Company may terminate Executive’s employment at any time and without prior notice, written or otherwise, for Cause. As used in this Agreement, “Cause” shall mean any of the following conduct by Executive: # material breach of this Agreement, or a material violation of a Company policy or of a law, rule or regulation applicable to the Company or its operations; # demonstrated and material neglect of duties, or failure or refusal to perform the material duties of his/her position, or the failure to follow the reasonable and lawful instructions of the Company; # gross misconduct or dishonesty, self-dealing, fraud or similar conduct that the Company reasonably determines has caused, is causing or reasonably is likely to cause harm to the Company; or # conviction of or plea of guilty or nolo contendere to any crime other than a traffic offense that is not punishable by a sentence of incarceration. Termination pursuant to Section 5(b)(ii) shall be effective only if such failure continues after Executive has been given written notice thereof and fifteen (15) business days thereafter in which to present his/her position to the Company or to cure the same, unless the Company reasonably determines that the reason(s) for termination are not capable of being cured. In the event of termination for Cause, Executive will be entitled only to the Accrued Benefits through the termination date, which will be the date on which the notice is given. The Company will have no further obligation to pay any compensation of any kind (including without limitation any bonus or portion of a bonus that otherwise may have become due and payable to Executive with respect to the year in which such termination date occurs), or severance payment of any kind nor to make any payment in lieu of notice.

By Company With Cause. The Company may terminate Executive’s employment at any time and without prior notice, written or otherwise, for Cause. As used in this Agreement, “Cause” shall mean any of the following conduct by Executive: # material breach of this Agreement, or a material violation of a Company policy or of a law, rule or regulation applicable to the Company or its operations; # demonstrated and material neglect of duties, or failure or refusal to perform the material duties of his/her position, or the failure to follow the reasonable and lawful instructions of the Company; # gross misconduct or dishonesty, self-dealing, fraud or similar conduct that the Company reasonably determines has caused, is causing or reasonably is likely to cause harm to the Company; or # conviction of or plea of guilty or nolo contendere to any crime other than a traffic offense that is not punishable by a sentence of incarceration. Termination pursuant to 1">Section1">[Section 5(b)(ii)3">] shall be effective only if such failure continues after Executive has been given written notice thereof and fifteen (15) business days thereafter in which to present his/her position to the Company or to cure the same, unless the Company reasonably determines that the reason(s) for termination are not capable of being cured. In the event of termination for Cause, Executive will be entitled only to the Accrued Benefits through the termination date, which will be the date on which the notice is given. The Company will have no further obligation to pay any compensation of any kind (including without limitation any bonus or portion of a bonus that otherwise may have become due and payable to Executive with respect to the year in which such termination date occurs), or severance payment of any kind nor to make any payment in lieu of notice.

By Company With Cause. The Company may terminate Executive’s employment at any time and without prior notice, written or otherwise, for Cause. As used in this Agreement, “Cause” shall mean any of the following conduct by Executive: # material breach of this Agreement, or1"> a material violation of a Company policy or of a law, rule or regulation applicable to the Company or its operations; # demonstrated and material neglect of duties, or failure or refusal to perform the material duties of his/her position, or the failure to follow the reasonable and lawful instructions of the Company; # gross misconduct or dishonesty, self-dealing, fraud or similar conduct that the Company reasonably determines has caused, is causing or reasonably is likely to cause harm to the Company; or # conviction of or plea of guilty or nolo contendere to any crime other than a traffic offense that is not punishable by a sentence of incarceration. Termination pursuant to 3">Section3">[Section 5(b)(ii)5">] shall be effective only if such failure continues after Executive has been given written notice thereof and fifteen (15) business days thereafter in which to present his/her position to the Company or to cure the same, unless the Company reasonably determines that the reason(s) for termination are not capable of being cured. In the event of termination for Cause, Executive will be entitled only to the Accrued Benefits through the termination date, which will be the date on which the notice is given. The Company will have no further obligation to pay any compensation of any kind (including without limitation any bonus or portion of a bonus that otherwise may have become due and payable to Executive with respect to the year in which such termination date occurs), or severance payment of any kind nor to make any payment in lieu of notice.

0">By Company With0">Termination for Cause. The Company may terminate 2">the Executive’s employment 4">at any time and without prior notice, written or otherwise, for Cause. 6">As used in6">For purposes of this Agreement, “Cause” 8">shall mean any of8">means the10"> following conduct by Executive: # 12">material breach of this Agreement, or a material violation of a Company policy or of a law, rule or regulation applicable to the Company or its operations; # demonstrated12">willfully, substantially, and 14">material neglect of duties, or failure or refusal14">continually fails to perform the 16">material duties 18">for which he is employed by the Company; # willfully fails to comply with the legal instructions of 20">his/her position,20">the Board or the 22">failure22">CEO; # willfully engages in conduct which is or would reasonably be expected to 24">follow24">be materially and demonstrably injurious to the 26">reasonable and lawful instructions26">Company; # willfully engages in an act or acts of dishonesty resulting in material personal gain to the Executive at the expense of the Company; # 28">is indicted for, or enters a plea of nolo contendere to, a felony; # engages in an act or acts of gross 30">misconduct30">malfeasance in connection with his employment hereunder; # commits a material breach of Sections 12, 13 or 32">dishonesty, self-dealing, fraud32">14 of this Agreement; # commits a material breach of any policies and procedures contemplated by the Company’s Code of Conduct or similar 34">conduct that the Company reasonably determines has caused, is causing or reasonably is likely to cause harm to the Company;34">policy; or # 36">conviction36">exhibits demonstrable evidence of 38">alcohol or 40">plea of guilty or nolo contendere40">drug abuse having a substantial adverse effect on his job performance hereunder. The Company shall exercise its right to 42">any crime other than a traffic offense that is not punishable42">terminate the Executive’s employment for Cause by 44">a sentence of incarceration. Termination pursuant to Section 5(b)(ii) shall be effective only if such failure continues after Executive has been given44">giving him written notice 46">thereof46">of termination on or before the date of such termination specifying in reasonable detail the circumstances constituting such Cause, and 48">fifteen (15) business48">providing Executive with a period of at least thirty (30) days50"> thereafter in which to 52">present his/her position to the Company or to cure the 54">same, unless the Company reasonably determines that the reason(s) for termination are not54">conduct constituting Cause if such conduct is capable of being cured. In the event of 56">such termination58"> of the Executive’s employment for Cause, 60">the Executive 62">will62">shall be entitled 64">only64">to receive # his base salary pursuant to Section 3(a) and any other compensation and benefits to the 66">Accrued Benefits through66">extent actually earned pursuant to this Agreement or under any benefit plan or program of the 68">termination date, which will be68">Company as of the date 70">on which the notice is given. The Company will have no further obligation to pay any compensation of72"> any kind (including without limitation any bonus or portion of a bonus that otherwise may have become due and payable to Executive with respect to the year in which such termination 74">date occurs), or severance74">at the normal time for payment of 76">such salary, compensation or benefits and # any 78">kind nor to make any payment in lieu78">amounts owed under the reimbursement policy of 80">notice.80">Section 5.

0">By Company With0">Termination for Cause. The Company may terminate 2">the Executive’s employment 4">at any time and without prior notice, written or otherwise, for Cause. 6">As used in6">For purposes of this Agreement, “Cause” 8">shall mean any of8">means the10"> following conduct by Executive: # 12">material breach of this Agreement, or a material violation of a Company policy or of a law, rule or regulation applicable to the Company or its operations; # demonstrated12">willfully, substantially, and 14">material neglect of duties, or failure or refusal14">continually fails to perform the 16">material duties 18">for which he is employed by the Company; # willfully fails to comply with the legal instructions of 20">his/her position,20">the Board or the 22">failure22">CEO; # willfully engages in conduct which is or would reasonably be expected to 24">follow24">be materially and demonstrably injurious to the 26">reasonable and lawful instructions26">Company; # willfully engages in an act or acts of dishonesty resulting in material personal gain to the Executive at the expense of the Company; # 28">is indicted for, or enters a plea of nolo contendere to, a felony; # engages in an act or acts of gross 30">misconduct30">malfeasance in connection with his employment hereunder; # commits a material breach of Sections 12, 13 or 32">dishonesty, self-dealing, fraud32">14 of this Agreement; # commits a material breach of any policies and procedures contemplated by the Company’s Code of Conduct or similar 34">conduct that the Company reasonably determines has caused, is causing or reasonably is likely to cause harm to the Company;34">policy; or # 36">conviction36">exhibits demonstrable evidence of 38">alcohol or 40">plea of guilty or nolo contendere40">drug abuse having a substantial adverse effect on his job performance hereunder. The Company shall exercise its right to 42">any crime other than a traffic offense that is not punishable42">terminate the Executive’s employment for Cause by 44">a sentence of incarceration. Termination pursuant to Section 5(b)(ii) shall be effective only if such failure continues after Executive has been given44">giving him written notice 46">thereof46">of termination on or before the date of such termination specifying in reasonable detail the circumstances constituting such Cause, and 48">fifteen (15) business48">providing Executive with a period of at least thirty (30) days50"> thereafter in which to 52">present his/her position to the Company or to cure the 54">same, unless the Company reasonably determines that the reason(s) for termination are not54">conduct constituting Cause if such conduct is capable of being cured. In the event of 56">such termination58"> of the Executive’s employment for Cause, 60">the Executive 62">will62">shall be entitled 64">only64">to receive # his base salary pursuant to Section 3(a) and any other compensation and benefits to the 66">Accrued Benefits through66">extent actually earned pursuant to this Agreement or under any benefit plan or program of the 68">termination date, which will be68">Company as of the date 70">on which the notice is given. The Company will have no further obligation to pay any compensation of72"> any kind (including without limitation any bonus or portion of a bonus that otherwise may have become due and payable to Executive with respect to the year in which such termination 74">date occurs), or severance74">at the normal time for payment of 76">such salary, compensation or benefits and # any 78">kind nor to make any payment in lieu78">amounts owed under the reimbursement policy of 80">notice.80">Section 5.

0">By Company With Cause.0">For Cause by the Company. The Company may terminate Executive’s employment 2">for Cause, at any 4">time and without prior notice,4">time, upon written 6">or otherwise, for6">notice reasonably describing the nature of such Cause. 8">As used in this Agreement, “Cause” shall mean any of the following conduct by Executive: # material breach8">For purposes of this Agreement, 10">or a10">the term “Cause” means Executive’s: # willful misconduct with respect to the Company, which causes material 12">violation of a Company policy or of a law, rule or regulation applicable12">harm to the Company or its 14">operations;14">reputation; # 16">demonstrated and material neglect of duties, or16">continuing failure 18">or18">to materially perform Executive’s essential job duties (other than upon a Disability), provided that Executive’s failure to achieve Company operating goals by itself, will not constitute a basis for Cause if Executive attempts in good faith to meet such operating goals; # refusal to 20">perform the material duties of his/her position, or the failure to follow 22">the reasonable and22">a lawful 24">instructions24">directive of the 26">Company; # gross misconduct or dishonesty, self-dealing, fraud or similar conduct that the Company reasonably determines has caused, is causing or reasonably is likely to cause harm to the Company; or # conviction of or plea of guilty or nolo contendere to any crime other than a traffic offense26">Board that is 28">not punishable by a sentence28">materially related to and reasonably consistent with the provisions of 30">incarceration. Termination pursuant to Section 32">5(b)(ii) shall be effective only if such failure continues after Executive has been given written notice thereof and fifteen (15) business days thereafter in which to present his/her position32">1 above; # act of fraud with respect to the Company or 34">to cure34">willful and knowing misappropriation of Company property; # commission of any felony or any crime involving moral turpitude; or # material breach of any material term of this Agreement or of any separate proprietary information and invention assignment agreement between Executive and the 36">same, unless36">Company, provided, however, that, in the 38">Company38">event of conduct described in clauses (i), (ii), (iii) or (iv) that is reasonably40"> determines that the reason(s) for termination are not capable of being 42">cured. In42">cured, Cause shall exist only if the Company provides written notice to Executive within sixty (60) days following the initial occurrence of such event giving rise to Cause reasonably detailing such grounds for Cause and Executive fails to cure such grounds for Cause to the reasonable satisfaction of the Company within thirty (30) business days after delivery to Executive of such written notice. Executive’s date of termination in the event 44">of termination44">Executive’s employment is terminated for 46">Cause, Executive will be entitled only to the Accrued Benefits through the termination date, which will46">Cause shall be the date on which 48">Executive is given notice of termination under this Section 6.3, except, if a notice period is required, Executive’s date of termination shall be upon the 50">expiration of said notice 52">is given. The Company will have no further obligation52">period if Executive fails to 54">pay any compensation of any kind (including without limitation any bonus or portion of a bonus that otherwise may have become due and payable54">previously cure the grounds giving rise to 56">Executive with respect to the year in which such termination date occurs), or severance payment of any kind nor to make any payment in lieu of notice.56">Cause.