Cause. In the event that the Executive's employment is terminated for Cause at any time, the Executive will not be eligible to receive any of the Benefits set forth in Section 2(a)-(d) above; provided, however, that the Company will in all circumstances pay the Executive for his final wages and any unused vacation time accrued through the Separation Date. For purposes of this Agreement, the term "Cause" shall mean any of the following that results, as determined by the Company's Board of Directors, in demonstrable harm to the Company's financial condition or business reputation: # the Executive's conviction of or plea of guilty or no contest to any felony or crime of moral turpitude; # the Executive's dishonesty or disloyalty in performance of duties; # conduct by the Executive that jeopardizes the Company's right or ability to operate its business; # violation by the Executive of any of the Company's policies or procedures (including without limitation employee workplace policies, anti-bribery policies, insider trading policy, communications policy, etc.), if uncured within two weeks of written notice by the Company; or # the Executive's willful malfeasance, misconduct, or gross neglect of duty.

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 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 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.

For Cause. The Company may terminate the Executive’s employment at any time for Cause (as defined below); provided, however, with respect to [subsections 3(a)(i) and (vi)])], before terminating the Executive for Cause, the Company shall be required first to give the Executive written notice of any alleged violation of said provision and a period of fifteen (15) days after receipt of such notice to cure such violation. For the purposes of this Agreement, “Cause” shall mean the occurrence of one or more of the following: # habitual drunkenness or any substance abuse which adversely affects the Executive’s performance of the Executive’s job responsibilities, # commission of a felony, # dishonesty materially relating to the Executive’s employment, # personal misconduct by the Executive which would cause the Company to violate any state or federal law relating to sexual harassment, sex or other prohibited discrimination, or any intentional violation of any written policy of the Company or any successor entity adopted in respect to any such law, # conduct in the performance of the Executive’s employment which the Executive knows or should reasonably be expected to know (either as a result of a prior warning by the Company, custom within the industry or the flagrant nature of the conduct)

Termination by Employer For Cause. If Executive is terminated for Cause: # Employer shall pay to Executive the Accrued Obligations, # Executive's participation in the Benefit Plans shall terminate as of the Termination Date, and # Employer shall have no further obligations to Executive under this Agreement, other than those provided in this Section 5.02. For purposes of this Agreement, "Cause" means: # Executive's failure to substantially perform Executive's duties with the Company (if Executive has not cured such failure to substantially perform, if curable, within thirty (30) days after Executive's receipt of written notice thereof from the Board that specifies the conduct constituting Cause under this clause (a)); # Executive's willful misconduct, or gross negligence in the performance of Executive's duties hereunder; # the conviction of Executive, or the entering by Executive of a guilty plea or plea of no contest with respect to, any crime that constitutes a felony or involves fraud, dishonesty or moral turpitude; # Executive's commission of an act of fraud, embezzlement or misappropriation against the Company; # Executive's material breach of the fiduciary duty owed by Executive to Company; # Executive's engaging in any improper conduct that has or is likely to have an adverse economic or reputational impact on the Company; or # Executive's material breach of this Agreement.

Termination for Cause by the Company. Although the Company anticipates a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: # acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; # any acts or conduct by Executive that are materially adverse to the Company’s interests; # Executive’s material breach of this Agreement; # Executive’s breach of the Company’s Confidential Information and Invention Assignment Agreement; # Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; # Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; # Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; or # Executive’s death. In the event of termination based on (b), (c) or (f), Executive will have fifteen (15) days from receipt of written notice from the Company to cure the issue, if curable, with such written notice to be provided to Executive detailing in specific terms the acts, conduct, or alleged breach. In the event that Executive’s employment is terminated in accordance with this Section 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of termination and all benefits earned and accrued through the date of termination (“Accrued Benefits”). In addition, Executive shall be entitled to any amounts owing to the Executive for reimbursement of expenses properly incurred by Executive prior to the date of termination which are reimbursable in accordance with Section 6 of this Agreement. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. In the event of Executive’s termination of employment by the Company for Cause, Executive will not be entitled to receive the Severance Package described in Section 7.2 below.

At any time during the Employment Period, the Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: # the willful and continued failure of the Executive to perform substantially his duties and responsibilities to the Company (other than any such failure resulting from the Executive’s death or Disability) after a written demand by the Board for substantial performance is delivered to the Executive by the Company, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties and responsibilities, which willful and continued failure is not cured by the Executive within thirty (30) days following his receipt of such written demand; # the conviction of, or plea of guilty or nolo contendere to, a felony, or # fraud, dishonesty or gross misconduct which is materially and demonstratively injurious to the Company. Termination under [clauses (b) or (c) of this Section 11(c)(1)] shall not be subject to cure.

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.