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.

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. 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.

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.

Cause. For purposes of this Agreement, “Cause” for termination of Executive’s employment will mean: # commission of any felony or crime involving fraud, dishonesty or moral turpitude under the laws 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 agreement between Executive and the Company or of any statutory duty owed to the Company; # unauthorized use or disclosure of the Company’s confidential information or trade secrets; or # gross misconduct.

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” means (i) your material breach of the Restrictive Covenant Agreement (as defined below), (ii) your conviction of, or your plea of “guilty” or “no contest” to, a felony under the laws of the United States or any State, (iii) your gross negligence or willful misconduct in the performance of your duties, (iv) your continuing failure to perform assigned duties after receiving written notification of the failure from the Company and you were afforded a reasonable opportunity to cure or remedy any such failure, or (v) your failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors officers or employees, if the Company has requested your cooperation; provided, however, that “Cause” shall not be deemed to have occurred pursuant to [subsection (iii), (iv) or (v)])])] hereof unless you have first received written notice from the Board specifying in reasonable detail the particulars of such grounds and that the Company intends to terminate your employment hereunder for such grounds and you have failed to cure such grounds within a period of thirty (30) days from the date of such notice.

“Cause” is defined as (i) your willful failure or refusal to satisfactorily perform your duties or obligations in connection with your employment, (ii) your having engaged in willful misconduct, gross negligence or a breach of fiduciary duty, or your material breach of this Agreement or of any Company policy, (iii) your conviction of, or a plea of nolo contendere to, (x) a felony or (y) any other criminal offense involving moral turpitude, fraud or dishonesty, (iv) your unlawful use or possession of illegal drugs on the Company’s premises or while performing your duties and responsibilities hereunder or (v) your commission of an act of fraud, embezzlement or misappropriation, in each case, against the Company or any of its subsidiaries or affiliates; provided, concerning matters arising under the [foregoing clauses (i) and (ii)])] the Company shall provide you with written notice specifying the circumstances alleged to constitute Cause, and, if such circumstances are susceptible to cure, you shall have 30 days following receipt of such notice to cure such circumstances.

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.