For Good Cause. The Company may terminate the Employee’s employment with the Company at any time for Good Cause (“Good Cause Termination”). The term “Good Cause,” which shall be determined in the sole discretion of the Company, for purposes of this Agreement means: # the Employee being arraigned or indicted for the commission of a felony or convicted of a felony; # the Employee engaging or directing in fraud, theft, dishonesty, misconduct or falsification of any employment or the Company’s records or knowledge of others engaging or directing such conduct without Employee taking appropriate action; # the Employee misappropriating or embezzling the Company’s assets; # the Employee engaging in conduct or activities that have or could have a material detrimental effect on the reputation or business of the Company; # the Employee willfully or negligently violating any governmental rule or regulation to which the Company or any of its assets or business is subject; # the Employee’s inability or unwillingness to perform his job duties (other than as a result of a Disability as defined in [Section 4.2] (c)) or negligence in performing his job duties; # the Employee breaching the terms of this Agreement (including but not limited to the Employee’s violation of any of the provisions contained in [Sections 6 or 7]7]); # the Employee violating the Company’s code of conduct or similar policy, policies against discrimination and harassment, financial policies, or policies against abuse of drugs and alcohol; # the Employee violating any policy of the Company (except for policies specified elsewhere in this [Section 4.2(a)]), and, following receipt of notice of such violation from the Company, provided that the Company determines in its sole discretion that such violation may be subject to cure, the Employee’s failure to cure such violation within five (5) business days of the date of such notice; or # the Employee engaging in other conduct, even if not in conjunction with the Employee’s duties hereunder, which could reasonably be expected to, or which does, cause the Company material economic or reputational harm or other material adverse consequence.

“Good Cause. The Company may terminate theCause” shall mean a termination of Employee’s employment with the Company at any time for Good Cause (“Good Cause Termination”). The term “Good Cause,” which shall be determined in the sole discretionas a result of the Company, for purposes of this Agreement means: # the Employee being arraigned or indicted for the commission of a felony or convicted of a felony; # the Employee engaging or directing in fraud, theft, dishonesty, misconduct or falsificationoccurrence of any employment orof the Company’following, without Employee’s records or knowledge of others engaging or directing such conduct without Employee taking appropriate action;consent: # the Employee misappropriating or embezzling the Company’s assets; # the Employee engaging in conduct or activities that have or could have a material detrimental effect on the reputation or businessadverse change in Employee’s authority and responsibilities, # a material reduction in Employee’s compensation, not proportionally and similarly affecting other senior executives, # failure of the Company; # the Employee willfully or negligently violating any governmental rule or regulation to which the Company or any of its assets or business is subject; # the Employee’s inability or unwillingnesssuccessor to perform his job duties (other than as a result of a Disability as defined in [Section 4.2] (c)) or negligence in performing his job duties; # the Employee breachingfully honor the terms of any contractual agreements with Employee, or # a change in Employee’s principal place of business to a location more than 50 miles from such Employee’s location on the date of this Agreement (including but not limitedAgreement; provided, that, in any case, Employee shall have delivered written notice to the Company of his or her intention to terminate his or her employment for Good Reason, which notice specifies in reasonable detail the circumstances claimed to give rise to the Employee’s violation of any of the provisions contained in [Sections 6 or 7]7]); # the Employee violating the Company’s code of conduct or similar policy, policies against discriminationright to terminate employment for Good Reason, and harassment, financial policies, or policies against abuse of drugs and alcohol; # the Employee violating any policy of the Company (except for policies specified elsewhere in this [Section 4.2(a)]), and,shall not have cured such circumstances within 30 days following receipt of notice of such violation from the Company, provided that the Company determines in its sole discretion that such violation may be subject to cure, the Employee’s failure to cure such violation within five (5) business days of the date of such notice; or # the Employee engaging in other conduct, even if not in conjunction with the Employee’s duties hereunder, which could reasonably be expected to, or which does, cause the Company material economic or reputational harm or other material adverse consequence.notice.

Good Cause. TheCause Defined. If the Company may terminateterminates the Employee’Executive’s employment withfor any of the Company at any time for Good Cause (“Good Cause Termination”). The term “Good Cause,” whichfollowing reasons, the termination shall be determined in the sole discretion of the Company, for purposes of this Agreement means:“Good Cause”: # the Employee being arraigned or indicted for the commissionExecutive’s criminal conviction of a felony by a federal or convictedstate court of a felony;competent jurisdiction including any plea of guilty or no contest; # the Employee engaging or directing in fraud, theft, dishonesty, misconduct or falsification of any employment or the Company’s records or knowledge of others engaging or directing such conduct without Employee taking appropriate action; # the Employee misappropriating or embezzling the Company’s assets; # the Employee engaging in conduct or activities that have or could have a material detrimental effect onand significant act of dishonesty by the reputation or business ofExecutive relating to the Company; # a failure to comply with the Employee willfullyCompany’s “Code of Ethics and Business Conduct” Policy; or negligently violating any governmental rule or regulation to which the Company or any of its assets or business is subject; # the Employee’s inability or unwillingness to perform his job duties (other than as a result of a Disability as defined in [Section 4.2] (c)) or negligence in performing his job duties; # the Employee breaching the terms of this Agreement (including but not limited to the Employee’s violation of any of the provisions contained in [Sections 6 or 7]7]); # the Employee violating the Company’s code of conduct or similar policy, policies against discrimination and harassment, financial policies, or policies against abuse of drugs and alcohol; # the Employee violating any policy of the Company (except for policies specified elsewhere in this [Section 4.2(a)]), and, following receipt of notice of such violation from the Company, provided that the Company determines in its sole discretion that such violation may be subject to cure, the Employee’Executive’s failure to cure such violationfollow a direct, reasonable and lawful order from the Company’s Board within five (5) business daysthe reasonable scope of the date of such notice; or #Position, which failure, if remediable, is not remedied within thirty (30) days after written notice to the Employee engaging in other conduct, even if not in conjunction with the Employee’s duties hereunder, which could reasonably be expected to, or which does, cause the Company material economic or reputational harm or other material adverse consequence.Executive.

For Good Cause. The Company may terminate the Employee’s employment withof the Employee prior to the end of the Term of this Agreement “for cause.” Termination “for cause” shall be defined as a termination by the Company at any time for Good Cause (“Good Cause Termination”). The term “Good Cause,”of the employment of the Employee occasioned by # the failure by the Employee to cure a willful breach of a material duty imposed on the Employee under this Agreement within thirty (30) days after written notice thereof by the Company or the continuation by the Employee after written notice by the Company of a willful neglect of a duty imposed on the Employee under this Agreement, # the Employee’s conviction of (or plea of guilty or nolo contendere to) a misdemeanor which shall be determinedconstitutes a crime of moral turpitude and, in the sole discretiongood faith opinion of the Committee, materially damages the Company or to any subsidiary or affiliate of the Company, for purposes of this Agreement means: # the Employee’s conviction of (or plea of guilty or nolo contendere to) a felony (including, without limitation, any felony constituting a crime of moral turpitude), # any act of gross negligence or corporate waste by the Employee being arraigned or indicted forthat adversely affects the Company, # the commission of a felonyany intentional tort by the Employee against the Company causing loss, damages or convicted of a felony;harm to the Company, # the Employee engagingmisappropriation of proprietary information or directing in fraud, theft, dishonesty, misconductconfidential information, or falsification of# any employment or the Company’s records or knowledge of others engaging or directing such conduct without Employee taking appropriate action; # the Employee misappropriating or embezzling the Company’s assets; # the Employee engaging in conduct or activities that have or could have a material detrimental effect on the reputation or businessbreach of the Company; #Invention Assignment Agreement. In the Employee willfully or negligently violating any governmental rule or regulation to whichevent of termination by the Company or any“for cause,” all salary, benefits and other payments shall cease at the time of its assets or business is subject; #termination, and the Employee’s inability or unwillingness to perform his job duties (other than as a result of a Disability as defined in [Section 4.2] (c)) or negligence in performing his job duties; # the Employee breaching the terms of this Agreement (including but not limitedCompany shall have no further obligations to the Employee’s violation of any of the provisions contained in [Sections 6 or 7]7]); # the Employee violating the Company’s code of conduct or similar policy, policies against discrimination and harassment, financial policies, or policies against abuse of drugs and alcohol; # the Employee violating any policy of the Company (except for policies specified elsewhere in this [Section 4.2(a)]), and, following receipt of notice of such violation from the Company, provided that the Company determines in its sole discretion that such violation may be subject to cure, the Employee’s failure to cure such violation within five (5) business days of the date of such notice; or # the Employee engaging in other conduct, even if not in conjunction with the Employee’s duties hereunder, which could reasonably be expected to, or which does, cause the Company material economic or reputational harm or other material adverse consequence.Employee.

Termination by the Company for Cause. The Company may terminate the Employee’s employment with the Companythis Agreement at any time for Good Cause (“Good Cause Termination”). The term “Good Cause,” which shall be determined in theits sole discretion for Cause. For purposes of this Agreement, “Cause” shall mean: # failure or refusal to carry out the lawful directions of the Company, for purposeswhich are reasonably consistent with the responsibilities of this Agreement means:Employee’s position; # the Employee being arraigned or indicted for the commission of a felony or convicted of a felony; # the Employee engaging or directing in fraud, theft, dishonesty, misconduct or falsification of any employment or the Company’s records or knowledge of others engaging or directing such conduct without Employee taking appropriate action; # the Employee misappropriating or embezzling the Company’s assets; # the Employee engaging in conduct or activities that have or could have a material detrimental effect onact of dishonesty or disloyalty related to the reputation or business of the Company; # conviction of a felony, any crime against the Employee willfullyCompany, or negligently violating any governmental rulecrime involving dishonest conduct; # performance of Employee’s duties under the influence of alcohol or regulationcontrolled substances without a prescription; # any incident materially compromising Employee’s reputation or ability to whichrepresent the Company with the public or any of its assetsact or business is subject;omission by Employee that substantially impairs the Company’s business, good will, or reputation; or # the Employee’s inability or unwillingness to perform his job duties (other than as a resultmaterial breach of a Disability as defined in [Section 4.2] (c)) or negligence in performing his job duties; # the Employee breaching the termsany term of this Agreement (including but not limitedor the Resignation General Release which, if deemed susceptible to the Employee’s violation of any of the provisions contained in [Sections 6 or 7]7]); # the Employee violating the Company’s code of conduct or similar policy, policies against discrimination and harassment, financial policies, or policies against abuse of drugs and alcohol; # the Employee violating any policy ofcure by the Company (exceptwithin its sole discretion, remains uncured for policies specified elsewhere in this [Section 4.2(a)]), and, following receipt of30-days after Company provides written notice to Employee of such violation from the Company, provided that the Company determines in its sole discretion that such violation may be subject to cure, the Employee’s failure to cure such violation within five (5) business days of the date of such notice; or # the Employee engaging in other conduct, even if not in conjunction with the Employee’s duties hereunder, which could reasonably be expected to, or which does, cause the Company material economic or reputational harm or other material adverse consequence.breach.