Cause. For the purposes of this Agreement, Cause shall mean: # Executive’s conviction of a felony or similar crime causing material harm to the standing and reputation of the Company; or # Executive’s dishonesty or fraud that causes material harm to the Company; # Executive’s gross negligence or ongoing neglect in the performance of his duties as Chief Executive Officer; or # Executive’s fiscal or fiduciary malfeasance.

Definition of Cause. For the purposes of this Agreement, Cause“Cause” shall mean:mean # Executive’s conviction by a court (or plea of guilty or no contest) of a felonyfelony, or similarany crime causinginvolving theft, dishonesty or moral turpitude; # act(s) or omission(s) by Executive which are willful and deliberate act(s) or omission(s) which harm or injure the business, operations, financial condition, properties, assets, prospects, value or reputation of the Company Group in any material respect; # Executive’s willful misconduct which results in material harm to the standing and reputationCompany Group or which has a material adverse effect on the business, operations, properties, assets, prospects, value or business relationships of the Company; orCompany Group; # Executive’s dishonestywillful disregard of the lawful and reasonable directives of the Board or fraud that causesExecutive’s willful failure to observe policies or standards approved by the Company, Company Group, or their Boards of Directors, including policies or standards regarding employment practices (including nondiscrimination and sexual harassment policies); # the use of illegal drugs or repetitive abuse of other drugs; # repetitive excessive consumption of alcohol, which results in material harm to the Company;Company Group or its subsidiaries; or # Executive’s gross negligence or ongoing neglectwillful misconduct with respect to any member of the Company Group which results in material harm to the performanceCompany Group and/or which has a material adverse effect on the business, operations, properties, assets, prospects, value or business relationships of his duties as Chief Executive Officer;any member of the Company Group; or # Executive’s fiscala material breach by Executive of any material covenant or fiduciary malfeasance.agreement between Executive and any member of the Company Group, including paragraphs 6, 7, 8, 9 and 10 hereof; provided that if the breach is not a breach of paragraphs 6, 7, 8, 9 and 10 hereof or any other restrictive covenant and is capable of remedy, Executive shall have ten (10) days from notification of the breach by the Company in which to remedy such breach. For avoidance of doubt a breach of paragraphs 6, 7, 8, 9 and 10 or any other restrictive covenant shall not be subject to remedy and any such breach shall be considered “Cause” for termination.

Cause. For the purposes of this Agreement, Cause“Cause” shall mean: # the Executive’s convictioncommission of aany felony or similarcommission of any crime causing material harm toinvolving fraud, dishonesty or moral turpitude; # the standing and reputationExecutive’s commission or attempted commission of or participation in a fraud or act of dishonesty against the Company; or # the Executive’s dishonestymaterial breach of any contract or fraud that causesagreement between the Executive and the Company or the Executive’s material harmbreach of any legal duty he owes to the Company; # conduct by the Executive that constitutes insubordination, incompetence or neglect of duties; # the Executive’s gross negligencefailure to perform the duties, functions and responsibilities of the Executive’s position; or ongoing neglect# the Executive’s failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation; provided, however, the actions or conduct described in [clauses [(iv) and (v) above]e]] shall only constitute Cause if the Company provides the Executive with written notice thereof and the Executive has not, within 30 days of receipt such written notice, discontinued the cited conduct or remedied the failure to perform and further provided that lawful actions taken by the Executive in the performanceexercise of his duties as Chief Executive Officer; orrights under the United States Constitution shall not constitute a breach of subsection # Executive’s fiscal or fiduciary malfeasance.above.

Cause. For the purposes of this Agreement, Cause“Cause” shall mean:mean # Executive’s convictioncontinued violations of Executive’s obligations which are demonstrably willful or deliberate on Executive’s part after there has been delivered to Executive a written demand for performance from the Company which describes the basis for the Company’s belief that Executive has not substantially performed his/her duties, # Executive’s engagement in willful misconduct which is injurious to the Company or its subsidiaries, # Executive’s commission of a felonyfelony, an act of fraud against or similar crime causing material harmthe misappropriation of property belonging to the standingCompany or its subsidiaries, # Executive’s breaching in any material respect, the terms of any confidentiality or proprietary information agreement between Executive and reputation of the Company;Company, or # Executive’s dishonesty or fraud that causescommission of a material harm toviolation of the Company; # Executive’Company’s gross negligence or ongoing neglect in the performancestandards of his duties as Chief Executive Officer; or # Executive’s fiscal or fiduciary malfeasance.employee conduct.

For the purposes of this Agreement, Cause“Cause” shall mean:mean the occurrence of any of the following: # Executive’s convictionengaging in # willful or gross misconduct or # willful or gross neglect of a felony or similar crime causing material harmduties; # repeatedly and willfully failing to adhere to the standingdirections of the Board or the material written policies and reputationpractices of the Company; or # Executive’s dishonesty or fraudany intentionally unlawful act that causes material harmdamage to the property or business of the Company; # Executive’s gross negligencematerial breach of any provision of this Agreement; # fraud, misappropriation, personal dishonesty or ongoing neglectembezzlement by Executive, in each case which causes material damage to the performance of his duties as Chief Executive Officer;property or # Executive’s fiscal or fiduciary malfeasance.

Cause. For the purposes of this Agreement, Cause shall“Cause” for termination of Executive’s employment will mean: # Executive’s convictioncommission of aany felony or similar crime causing material harm toinvolving fraud, dishonesty or moral turpitude under the standing and reputationlaws of the United States or any state thereof; # attempted commission of, or participation in, a fraud or act of dishonesty against the Company; # intentional, material violation of any contract or # Executive’s dishonestyagreement between Executive and the Company or fraud that causes material harmof any statutory duty owed to the Company; # Executive’unauthorized use or disclosure of the Company’s gross negligenceconfidential information or ongoing neglect in the performance of his duties as Chief Executive Officer;trade secrets; or # Executive’s fiscal or fiduciary malfeasance.gross misconduct.

For the purposes of this Agreement, CausePlan, “Cause” shall mean:mean the occurrence of any of the following events, as determined by the Board or a committee designated by the Board, in its sole discretion: # Executive’Executive’s conviction of aany felony or similarany crime causinginvolving moral turpitude or dishonesty, # Executive’s participation in a fraud or act of dishonesty against the Company, # Executive’s willful and material harmbreach of Executive’s duties that has not been cured within 30 days after written notice from the Company officer to whom the Executive reports (or the Board if Executive reports to the standingBoard), # Executive’s intentional and reputationmaterial damage to the Company’s property, # Executive’s material breach of any agreement between the Company;Executive and the Company, including Executive’s Employee Proprietary Information and Inventions Assignment Agreement, or # Executive’Executive’s dishonesty or fraud that causes material harmrepeated failure to satisfactorily perform Executive’s job duties. The determination whether a termination is for “Cause” under the Company; # Executive’s gross negligence or ongoing neglectforegoing definition shall be made by the Company in the performance of his duties as Chief Executive Officer; or # Executive’s fiscal or fiduciary malfeasance.its sole discretion.

Cause. For the purposes ofAs used in this Agreement, Cause"Cause" shall mean:mean any of the following: # Executive’Executive's willful failure or refusal, after notice thereof, to perform specific directives of the President when such directives are lawful and consistent with the Executives duties and responsibilities described in this Agreement; # dishonesty of the Executive affecting the Company; # habitual abuse of drugs or alcohol; # conviction of Executive of, or a plea by Executive of guilty or no contest to, any felony or similarany crime causing material harminvolving moral turpitude, fraud, gross neglect, embezzlement, or misrepresentation; # any gross or willful conduct of the Executive resulting in loss to the standing andCompany or damage to the reputation of the Company; or # Executive’s dishonesty or fraud that causes material harm totheft from the Company; # Executive’s gross negligencecommission or ongoing neglectparticipation by Executive in any other injurious act or omission wantonly, willfully, recklessly, or in a manner which was grossly negligent against the performance of his duties as Chief Executive Officer;Company; or # Executive’s fiscal or fiduciary malfeasance.violation by the Executive, after notice thereof, of the business policies and guidelines of the Company as may be in effect from time to time. Notwithstanding anything herein to the contrary, the Company shall notify the Executive of any purported grounds constituting Cause, and the Executive shall have no less than ten (10) business days within which to cure such purported grounds.

“Cause” shall mean # any fraud, misappropriation or embezzlement by Executive in connection with or affecting the purposesbusiness of the Company or its affiliates, # any conviction of (including any plea of guilty or no contest to) a felony or a gross misdemeanor by Executive, # any gross neglect or persistent neglect by Executive to perform the duties assigned to Executive or any other act that can be reasonably expected to cause substantial economic or reputational injury to the Company, # any material breach of Articles 3.1, 4.1, 6 or 7 of this Agreement, Cause shall mean:or # Executive’s conviction of a felony or similar crime causingany material harm to the standing and reputationviolation of the Company;Company’s written policies, procedures or codes of conduct. Provided further that in connection with clauses # Executive’s dishonesty or fraud that causes material harm to– (v), Executive shall first have received a written notice from the Company; # Executive’Corporation’s gross negligence or ongoing neglect in the performance of his duties as Chief Executive Officer; or # Executive’s fiscal or fiduciary malfeasance.

For the purposes of this Agreement, Causethe term “Cause” shall mean:mean any of the following: # Executive has willfully misappropriated any funds or property of the Company or its affiliates, or has willfully destroyed property of the Company or its affiliates; # Executive has committed # a felony or # any crime # involving fraud, dishonesty or moral turpitude or # that materially impairs Executive’s ability to perform his duties and responsibilities with the Company or that causes material damage to the Company or its affiliates or their operations or reputation; # Executive has # obtained personal profit from any transaction of or involving the Company or an affiliate of the Company (or engaged in any activity with the intent of obtaining such a personal profit) without the prior approval of the Company or # engaged in any other willful misconduct which constitutes a breach of fiduciary duty or the duty of loyalty to the Company or its affiliates and which has resulted or is reasonably likely to result in material damage to the Company or its affiliates; # Executive’s convictionmaterial failure to perform his duties with the Company (other than as a result of total or partial incapacity due to physical or mental illness), provided, however, that, if susceptible of cure, a termination by the Company for Cause under this [Section 4(e)(i)(D)] shall be effective only if, within 20 days following delivery of a felonywritten notice by the Company to Executive that Executive has materially failed to perform his duties and that reasonably identifies the reason(s) for such determination, Executive has failed to cure such failure to perform; # Executive’s use of alcohol or similar crime causingdrugs has materially interfered with his ability to perform his duties and responsibilities with the Company; # Executive has knowingly made any untrue statement or omission of a material harmnature to the standing andCompany or an affiliate of the Company; # Executive has knowingly falsified Company records (or those of one of its affiliates); # Executive has willfully committed any act # which is intended to materially damage the reputation of the Company;Company or an affiliate of the Company or # Executive’which in fact materially damages the reputation of the Company or an affiliate; # Executive # has willfully violated the Company’s dishonestymaterial policies or fraud that causes material harmrules (including, but not limited to, the Company’s equal employment opportunity policies), which violation has resulted or is reasonably likely to result in damage to the Company;Company or its affiliates, or # Executive’sis guilty of gross negligence or ongoing neglectwillful misconduct in the performance of his duties as Chiefwith the Company, which has resulted or is reasonably likely to result in material damage to the Company or its affiliates; # Executive Officer;has materially breached a covenant set forth in [Section 5] or otherwise materially violated any confidentiality, non-competition or non-solicitation prohibitions imposed on Executive under common law or under the terms of any agreement with the Company; or # Executive’s fiscalExecutive has willfully obstructed or fiduciary malfeasance.attempted to obstruct, or has willfully failed to cooperate with, any investigation authorized by the Board of Directors of the Company or any governmental or self-regulatory authority regarding a Company matter.