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.

Termination by Company for Cause. The Company may terminate the Executive’s employment immediately upon notice for Cause. For purposes of this Agreement, “Cause” means # the Executive’s conviction of a felony or a crime of moral turpitude; # the Executive’s commission of unauthorized acts intended to result in the Executive’s personal enrichment at the material expense of the Company; or # the Executive’s material violation of the Executive’s duties or responsibilities to the Company which constitute willful misconduct or dereliction of duty, provided as to any termination pursuant to [subsection (iii)], a majority of the members of the Board shall first approve such “Cause” termination before the Company effectuates such termination of employment.

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 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.

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.

Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean # repeated violations by the Executive of the Executive's obligations under Section 4 of this Agreement (other than as a result of incapacity due to physical or mental illness) which are demonstrably willful and deliberate on the Executive's part, which are committed in bad faith or without reasonable belief that such violations are in the best interests of the Company and which are not remedied in a reasonable period of time after receipt of written notice from the Company specifying such violations or # the conviction of the Executive of a felony involving an act of dishonesty intended to result in substantial personal enrichment at the expense of the Company or its Affiliated Companies.

“Termination for Cause” shall mean the Company’s termination of Executive’s employment for any of the following reasons: (i) Executive’s commission of any act of fraud, embezzlement or dishonesty, (ii) the arrest or conviction of Executive, or the entry of a plea of nolo contendere by Executive, for a felony; (iii) Executive’s unauthorized use or disclosure of any confidential information or trade secrets of the Company, (iv) the disclosing or using of any material confidential information of Company at any time by Executive, except as required in connection with his duties to the Company, (v) Executive’s violation of a published Company policy which stipulates the Executive may be terminated by the Company for cause; or (vi) Executive’s continued failure, in the reasonable good faith determination of the Board (excluding Executive therefrom), to perform the major duties, functions and responsibilities of Executive’s position after written notice from the Company identifying the deficiencies in Executive’s performance and a reasonable cure period of not less than thirty (30) days.

“Termination For Cause” shall be deemed to exist if Executive: # commits or engages in an act of fraud, embezzlement, sexual harassment, dishonesty or theft in connection with Executive’s duties for the Company; # is convicted of, or pleads nolo contendere with respect to, an act of criminal misconduct, involving any financial crime or an act of moral turpitude; # engages in an act of gross negligence or willful failure to perform in any material respect Executive’s duties or responsibilities to the Company (other than as a result of ill health or disability); and/or # materially breaches or violates the Company’s employment policies, including its Code of Ethics; provided, however, that prior to any termination for cause under clauses (iii) or (iv) of this paragraph, Executive will have been given written notice of such matter from the Company’s Chief Executive Officer and a 15 day period to correct any such matter.

Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean # repeated violations by the Executive of the Executive's obligations under [Section 4] of this Agreement (other than as a result of incapacity due to physical or mental illness) which are demonstrably willful and deliberate on the Executive's part, which are committed in bad faith or without reasonable belief that such violations are in the best interests of the Company and which are not remedied in a reasonable period of time after receipt of written notice from the Company specifying such violations # material violation of the Company’s Code of Business Conduct & Ethics; # intentional misconduct that results in financial or reputational harm to the Company or its Affiliated Companies; # violation of the Protective Covenants set forth in [Section 11] below; or # the conviction of the Executive of a felony involving an act of dishonesty intended to result in substantial personal enrichment at the expense of the Company or its Affiliated Companies.

Cause. The Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: # any act of material insubordination on the part of the Executive; # the engaging by the Executive in misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or any of its divisions, subsidiaries or affiliates, monetarily or otherwise; # any conviction of, or plea of guilty or nolo contendere to, the Executive with respect to a felony (other than a traffic violation); # the commission (or attempted commission) of any act of fraud or dishonesty by the Executive which is materially detrimental to the business or reputation of the Company or any of its divisions, subsidiaries or affiliates; # the engaging by the Executive in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of [Section 304] of The Sarbanes Oxley Act of 2002; # the Executive’s breach of any of the covenants set forth in Article IV of this Agreement; or # the Executive’s refusal to follow reasonable and lawful directives of the Board of Directors or the Chief Executive Officer without a valid reason for such refusal. The right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company for a material breach by the Executive of his obligations under this Agreement (“Material Breach”).