Cause. “Cause” for Termination by the Company of your employment, during the Protected Period, shall mean # willful misconduct, dishonesty, misappropriation, breach of fiduciary duty or fraud by you with regard to the Company or any of its assets or businesses; # your conviction or your pleading of nolo contendere with regard to any felony or crime (for the purpose hereof, traffic violations and misdemeanors shall not be deemed to be a crime); or # any material breach by you of the provisions of this Agreement which is not cured within 30 days after written notice to you of such breach from the Board of Directors of the Company.

Cause. “Cause” for the Company (or any acquiror or successor in interest thereto) to terminate your employment shall exist if any of the following occurs: # your conviction (including a guilty plea or plea of nolo contendere) of any felony or any other crime involving fraud, dishonesty or moral turpitude; # your commission or attempted commission of or participation in a fraud or act of dishonesty or misrepresentation against the Company; # your material violation of any contract or agreement between you and the Company, including without limitation, material breach of your Confidential Information Agreement (defined below), or of any Company policy, or of any statutory duty you owe to the Company; # your inability to perform your duties due to your permanent disability or death; or # your conduct that constitutes gross insubordination, incompetence or habitual neglect of duties, provided, however, that the action or conduct described in this [clause (E)] will constitute “Cause” only if such action or conduct continues after the Board has provided you with written notice thereof and thirty (30) days opportunity to cure the same (provided that the Board is not obligated to provide such written notice and opportunity to cure if the action or conduct is not reasonably susceptible to cure). The determination that a termination is for Cause shall be made by the Board in its sole discretion.

"Cause" shall mean the occurrence of any of the following: # your failure to perform your duties (other than any such failure resulting from incapacity due to physical or mental disability) or comply with any valid and legal directive of the Company or the Board; # your engagement, or the discovery of your having engaged, in dishonesty, illegal conduct, or misconduct, which, in each case, materially harms or is reasonably likely to materially harm the Company; # your conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude; # your willful or grossly negligent unauthorized disclosure of Confidential Information (as defined below); # your material breach of any material obligation under this Agreement or any other written agreement between you and the Company; or # your material failure to comply with the Company's written policies or rules, as they may be in effect from time to time. Should the Company believe you have engaged in conduct that violates sub­-paragraphs (1), (5) or (6), it will provide you with written notice of the circumstances providing grounds for termination for Cause and you will have at least 30 calendar days from the date on which such notice is provided to cure such circumstances.