Cause. As used in this Agreement, "Cause" shall mean any of the following: # 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 any crime involving moral turpitude, fraud, gross neglect, embezzlement, or misrepresentation; # any gross or willful conduct of the Executive resulting in loss to the Company or damage to the reputation of the Company; # theft from the Company; # commission or participation by Executive in any other injurious act or omission wantonly, willfully, recklessly, or in a manner which was grossly negligent against the Company; or # 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. For purposes of this Agreement, “Cause” shall mean: # the Executive’s commission of any felony or commission of any crime involving fraud, dishonesty or moral turpitude; # the Executive’s commission or attempted commission of or participation in a fraud or act of dishonesty against the Company; # the Executive’s material breach of any contract or agreement between the Executive and the Company or the Executive’s material breach of any legal duty he owes to the Company; # conduct by the Executive that constitutes insubordination, incompetence or neglect of duties; # the Executive’s failure to perform the duties, functions and responsibilities of the Executive’s position; or # 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] 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 exercise of his rights under the United States Constitution shall not constitute a breach of subsection # above.

Definition of Cause. For purposes of this Agreement, “Cause” shall mean # Executive’s conviction by a court (or plea of guilty or no contest) of a felony, or any crime involving 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 Company Group or which has a material adverse effect on the business, operations, properties, assets, prospects, value or business relationships of the Company Group; # Executive’s willful disregard of the lawful and reasonable directives of the Board or Executive’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 Group or its subsidiaries; or # Executive’s gross negligence or willful misconduct with respect to any member of the Company Group which results in material harm to the Company Group and/or which has a material adverse effect on the business, operations, properties, assets, prospects, value or business relationships of any member of the Company Group; or # a material breach by Executive of any material covenant or 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.

For purposes of this Agreement, the term “Cause” shall mean any material breach of this Agreement by Executive or material, gross, and willful misconduct on the part of the Executive in connection with his employment duties hereunder, in all cases that is not cured within fourteen (14) days after receipt of notice thereof (to the extent such breach is capable of being cured), or the Executive’s conviction of or entering of a guilty plea or a plea of no contest with respect to a felony or any crime involving fraud, larceny, or embezzlement resulting in material harm to the Corporation by the Executive.

For purposes of this Plan, “Cause” shall 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’s conviction of any felony or any crime involving moral turpitude or dishonesty, # Executive’s participation in a fraud or act of dishonesty against the Company, # Executive’s willful and material breach 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 Board), # Executive’s intentional and material damage to the Company’s property, # Executive’s material breach of any agreement between the Executive and the Company, including Executive’s Employee Proprietary Information and Inventions Assignment Agreement, or # Executive’s repeated failure to satisfactorily perform Executive’s job duties. The determination whether a termination is for “Cause” under the foregoing definition shall be made by the Company in its sole discretion.

Cause. For purposes of this Agreement, “Cause” shall mean # Executive’s continued 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 felony, an act of fraud against or the misappropriation of property belonging to the Company or its subsidiaries, # Executive’s breaching in any material respect, the terms of any confidentiality or proprietary information agreement between Executive and the Company, or # Executive’s commission of a material violation of the Company’s standards of employee conduct.

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”. As used herein, “Cause” shall include: # Executive’s willful engagement in dishonesty, illegal conduct or gross misconduct, which is, in each case, materially injurious to the Company or any affiliate; # Executive’s significant insubordination; # Executive’s substantial malfeasance or nonfeasance of duty; # Executive’s repeated failure, inability or refusal to perform his duties hereunder in a manner that is materially injurious to the Company or any affiliate (other than by reason of Executive’s Disability); # Executive’s unauthorized disclosure of confidential information; # Executive’s embezzlement, misappropriation or fraud, whether or not related Executive’s employment with the Company; or # Executive’s breach of a material provision of any employment, non-disclosure, invention assignment, non-competition, or similar agreement between Executive and Company; provided that “Cause” shall not be deemed to have occurred pursuant to [subsections (ii), (iii) or (iv)])])] hereof unless Executive has first received written notice specifying in reasonable detail the particulars of such grounds and that Company intends to terminate Executive’s employment hereunder for such grounds, and if such grounds are reasonably capable of being cured within thirty (30) days, Executive has failed to cure such grounds within a period of thirty (30) days from the date of such notice (the “Cure Period”). During any such Cure Period, and in connection with Executive’s ability to cure a for Cause termination as specifically set forth herein, Executive shall have an opportunity to make a presentation to the Company’s Board of Directors in response to the asserted grounds for Cause termination. “Cause” is not limited to events which have occurred prior to the termination of Executive’s service to Company, nor is it necessary that Company’s finding of “Cause” occur prior to such termination. If Company determines, subsequent to Executive’s termination of service but only after the notice, related process and Cure Period described above have been exhausted (if the applicable “Cause” sub-section is invoked), that either prior or subsequent to Executive’s termination, Executive engaged in conduct which would constitute “Cause,” then Executive shall be deemed to have been terminated for “Cause” and he shall have no right to any benefit or compensation under this Agreement, including, without limitation, any payments or benefits under Section 4(c) or Section 4(d) hereof (as applicable).

For purposes of this Agreement, “Cause” shall mean the occurrence of any of the following: # engaging in # willful or gross misconduct or # willful or gross neglect of duties; # repeatedly and willfully failing to adhere to the directions of the Board or the material written policies and practices of the Company; # any intentionally unlawful act that causes material damage to the property or business of the Company; # Executive’s material breach of any provision of this Agreement; # fraud, misappropriation, personal dishonesty or embezzlement by Executive, in each case which causes material damage to the property or

For purposes of this Agreement, the term “Cause” shall 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 material 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 written 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 drugs 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 nature to the Company 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 or an affiliate of the Company or # which in fact materially damages the reputation of the Company or an affiliate; # Executive # has willfully violated the Company’s material policies or rules (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 or its affiliates, or # is guilty of gross negligence or willful misconduct in the performance of his duties with the Company, which has resulted or is reasonably likely to result in material damage to the Company or its affiliates; # Executive 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 has willfully obstructed or 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.