Termination by the Company for Cause. The Company may terminate this Agreement at any time in its sole discretion for Cause. For purposes of this Agreement, “Cause” shall mean: # failure or refusal to carry out the lawful directions of the Company, which are reasonably consistent with the responsibilities of Employee’s position; # a material act of dishonesty or disloyalty related to the business of the Company; # conviction of a felony, any crime against the Company, or any crime involving dishonest conduct; # performance of Employee’s duties under the influence of alcohol or controlled substances without a prescription; # any incident materially compromising Employee’s reputation or ability to represent the Company with the public or any act or omission by Employee that substantially impairs the Company’s business, good will, or reputation; or # Employee’s material breach of any term of this Agreement or the Resignation General Release which, if deemed susceptible to cure by the Company within its sole discretion, remains uncured for 30-days after Company provides written notice to Employee of such breach.

The Company may terminate the Employee's employment under this agreement for "Cause," effective immediately upon delivery of written notice to the Employee. Cause shall be deemed to exist if the Employee shall have # materially breached the terms of this Agreement; # willfully failed to substantially perform his duties, other than a failure resulting from incapacity due to physical or mental illness; or # engaged in serious misconduct which is demonstrably and substantially injurious to the Company. No act or failure to act will be considered "Cause" if such act or failure is done in good faith and with a reasonable belief that it is in the best interests of the Company.

For Cause. The Company may terminate the employment of 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 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 constitutes a crime of moral turpitude and, in the good faith opinion of the Committee, materially damages the Company or to any subsidiary or affiliate of the Company, # 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 that adversely affects the Company, # the commission of any intentional tort by the Employee against the Company causing loss, damages or harm to the Company, # the misappropriation of proprietary information or confidential information, or # any breach of the Invention Assignment Agreement. In the event of termination by the Company “for cause,” all salary, benefits and other payments shall cease at the time of termination, and the Company shall have no further obligations to the Employee.

1.1For Cause. Company shall have the right to terminate the employment of Employee hereunder at any time for Cause (as hereinafter defined). provided, however, that Employee shall not be deemed to have been terminated for Cause without # at least three days' prior written notice to Employee setting forth the reasons for the Company's intention to terminate for "Cause", # an opportunity for the Employee, together with his counsel, to be heard before the Board, and # delivery to the Officer of a written notice of termination (which date of delivery of such notice shall be the Early Termination Date), as defined herein, from the Board finding that in the good faith opinion of the Board, Employee engaged in the conduct set forth therein, and specifying the particulars thereof in detail. For purposes of this Agreement "Cause" shall mean the occurrence of any of the following acts or events by or relating to Employee: # any material misrepresentation by Employee in this Agreement; # any material breach of any obligations of Employee under this Agreement; # habitual insobriety or use of illegal drugs by Employee while performing his duties hereunder or which adversely affects Employee’s performance of his duties hereunder, # any gross negligence of intentional misconduct with respect to the performance of Employee’s duties under this Agreement, and/or # Employee’s theft or embezzlement, from the Company, willful dishonesty towards, fraud upon, or deliberate injury or attempted injury to, the Company, Employee shall not be entitled to any other compensation hereunder for any period subsequent to the effective date of termination.

Cause. The Company may terminate Employee’s employment at any time, without notice and with immediate effect, for Cause. For purposes of this Agreement, “Cause” shall mean # the willful and repeated failure of Employee to perform substantially the Employee’s duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness) after having received written notice from the Company and an opportunity to correct; # Employee’s conviction of, or plea of guilty or nolo contendere to, a felony which is materially and demonstrably injurious to the Company; or # Employee’s willful engagement in material and gross misconduct in violation of Company policy.

Termination by Company. The Company may terminate Employee’s employment with the Company at any time effective immediately: # without Cause (as defined below); or # with Cause (as defined below). For purposes of this Agreement, “Cause” shall mean Employee’s: # gross negligence or willful misconduct with respect to the Company, including, without limitation, engagement in dishonesty with respect to the Company’s business, or conduct that is injurious to the Company, its business or its reputation; # embezzlement, theft or fraud; # conviction of or plea of guilty or no contest to any felony, or any lesser crime of dishonesty; # personal conduct in furtherance of a hostile work environment or personal engagement in discrimination in violation of any state or federal anti-harassment or discrimination statute; # breach of any material obligation under this Agreement or any other written agreement between Employee and the Company; # Employee’s failure to perform Employee’s duties (other than any such failure resulting from incapacity due to physical or mental illness); or # violation of the Company’s written policies, including but not limited to its Code of Ethics and/or Code of Conduct.

Cause. For purposes of this Agreement, a termination for "Cause" means a termination of Employee’s employment by the Company based upon Employee's: # persistent failure to perform duties consistent with a commercially reasonable standard of care (other than due to a physical or mental impairment or due to an action or inaction directed by the Company that would otherwise constitute Good Reason); # willful neglect of duties (other than due to a physical or mental impairment or due to an action or inaction directed by the Company that would otherwise constitute Good Reason); # conviction of, or pleading nolo contendere to, criminal or other illegal activities involving dishonesty or moral turpitude; # material breach of this Agreement; # material breach of the Company's business policies, accounting practices or standards of ethics; # material breach of any applicable non-competition, non-solicitation, trade secrets, confidentiality or similar restrictive covenant, or # failure to materially cooperate with or impeding an investigation authorized by the Company Board. Employee’s termination for Cause shall not be effective unless the Company has given Employee no less than thirty days’ notice of termination and the actions underlying its Cause determination, and Employee has failed to cure the condition or event constituting Cause [[Organization A:Organization]] Board’s reasonable satisfaction within thirty days following receipt of the Notice of Termination.

Nothing in this Agreement shall prevent the Company from terminating the employment at any time for cause. The following events shall constitute cause: # fraud, criminal conduct, misappropriation, embezzlement or the like; or # willful misconduct of the Employee in connection with the performance of his duties under this Agreement; or # violation of any material provision of this Agreement.

Termination by Company For Cause. Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: # Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, # material breach of this Agreement or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such breach, # any material violation of any material written policy of the Company, # Employee’s willful misconduct which is materially and demonstrably injurious to the Company, # Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or # Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board at a duly called meeting at which a quorum is present), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in [(i), (ii), (iii), (iv), (v) or (vi) of this Section 3.1(c)] and specifying the particulars thereof in detail.

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); # 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.