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.

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, a termination forAgreement "Cause" means a terminationshall mean the occurrence of Employee’s employmentany of the following acts or events by the Company based upon Employee's:or relating to Employee: # 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 directedany material misrepresentation 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 ofEmployee in this Agreement; # material breach of the Company's business policies, accounting practices or standards of ethics; #any material breach of any applicable non-competition, non-solicitation, trade secrets, confidentialityobligations of Employee under this Agreement; # habitual insobriety or similar restrictive covenant, 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 # failure to materially cooperate withEmployee’s theft or impeding an investigation authorized byembezzlement, from the Company Board. Employee’s termination for CauseCompany, 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 unless the Company has given Employee no less than thirty days’ noticedate 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.termination.

Cause. Nothing in this Agreement shall be construed to prevent its termination by Employer at any time for "cause". For purposes of this Agreement, "cause" shall mean # the willful and material failure of Employee to perform or observe (other than by reason of disability as contemplated in paragraph 9(a)) any of the terms or provisions of this Agreement, including the failure of Employee to follow the reasonable written directions of Employer's President and Chief Executive Officer or Board of Directors, # dishonesty or misconduct on the part of Employee that is or is reasonably likely to be damaging or detrimental to the business of Employer, # conviction of a termination for "Cause" means a termination of Employee’s employment by the Company based upon Employee's:crime involving moral turpitude, # persistenthabitual insobriety or failure to perform duties consistent with a commercially reasonable standard of care (other than due to a physicalabuse of alcohol or mental impairmentdrugs, or # misappropriation of funds. Prior to terminating this Agreement on account of Employee's failure to perform or observe any of the terms and conditions of this Agreement (but not for any of the other enumerated "causes" stated in [(ii) through (v) above]), Employer shall give Employee thirty (30) days written notice and an opportunity to cure such failure to the satisfaction of Employer. Upon termination for cause, Employer shall pay to Employee all sums due to an actionEmployee through the date of such termination. Following such a termination, Employer shall have no further duty or inaction directedobligation to Employee; provided, however, that Employee shall continue to be bound 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.[Sections 10 through 16].

Cause. The Company may terminate Employee’s employment at any time, without notice and with immediate effect, for Cause. For purposes of this Agreement, a termination for "Cause" means a termination“Cause” shall mean # the willful and repeated failure of Employee to perform substantially the Employee’s employment byduties with the Company based upon Employee's: # persistent failure to perform duties consistent with a commercially reasonable standard of care (other than any such failure resulting from incapacity due to a physical or mental impairment or due to an action or inaction directed byillness) after having received written notice from the Company that would otherwise constitute Good Reason);and an opportunity to correct; # 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); #Employee’s conviction of, or pleadingplea of guilty or nolo contendere to, criminal or other illegal activities involving dishonesty or moral turpitude; # material breach of this Agreement; # material breach ofa felony which is materially and demonstrably injurious to 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,Company; or # failure to materially cooperate with or impeding an investigation authorized by theEmployee’s willful engagement in material and gross misconduct in violation of 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.policy.

Cause. Nothing in this Agreement shall be construed to prevent its termination by Employer at any time for “cause”. For purposes of this Agreement, “cause” shall mean # the willful and material failure of Employee to perform or observe (other than by reason of disability as contemplated in paragraph 8(a)) any of the terms or provisions of this Agreement, including the failure of Employee to follow the reasonable written directions of Employer’s President and Chief Executive Officer or Board of Directors, # dishonesty or misconduct on the part of Employee that is or is reasonably likely to be damaging or detrimental to the business of Employer, # conviction of a termination for "Cause" means a termination of Employee’s employment by the Company based upon Employee's:crime involving moral turpitude, # persistenthabitual insobriety or failure to perform duties consistent with a commercially reasonable standard of care (other than due to a physicalabuse of alcohol or mental impairmentdrugs, or # misappropriation of funds. Prior to terminating this Agreement on account of Employee’s failure to perform or observe any of the terms and conditions of this Agreement (but not for any of the other enumerated “causes” stated in [(ii) through (v) above]), Employer shall give Employee thirty (30) days written notice and an opportunity to cure such failure to the satisfaction of Employer. Upon termination for cause, Employer shall pay to Employee all sums due to an actionEmployee through the date of such termination. Following such a termination, Employer shall have no further duty or inaction directedobligation to Employee; provided, however, that Employee shall continue to be bound 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.[Sections 11 through 13].

Cause. For purposes of this Agreement, a termination for "Cause" means“Good Cause” shall mean a termination of Employee’s employment byas a result of the occurrence of any of the following, without Employee’s consent: # a material adverse change in Employee’s authority and responsibilities, # a material reduction in Employee’s compensation, not proportionally and similarly affecting other senior executives, # failure of the Company based upon Employee's:or any successor to fully honor the terms of any contractual agreements with Employee, or # persistent failure to perform duties consistent with a commercially reasonable standardchange in Employee’s principal place of care (other than duebusiness to a physical or mental impairment or due to an action or inaction directed bylocation more than 50 miles from such Employee’s location on 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 breachdate of this Agreement; # material breach of the Company's business policies, accounting practices or standards of ethics; # material breach ofprovided, that, in any applicable non-competition, non-solicitation, trade secrets, confidentiality or similar restrictive covenant, or # failurecase, Employee shall have delivered written notice to materially cooperate with or impeding an investigation authorized by the Company Board.of his or her intention to terminate his or her employment for Good Reason, which notice specifies in reasonable detail the circumstances claimed to give rise to the Employee’s terminationright to terminate employment for CauseGood Reason, and the Company 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 satisfactionhave cured such circumstances within thirty30 days following receipt of the Notice of Termination.such notice.

Cause. For purposes of this Agreement, a termination for "Cause" means a termination of Employee’The Company may terminate the Employee's employment byunder this agreement for "Cause," effective immediately upon delivery of written notice to the Company based upon Employee's:Employee. Cause shall be deemed to exist if the Employee shall have # 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 bymaterially breached 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 breachterms of this Agreement; # material breachwillfully failed to substantially perform his duties, other than a failure resulting from incapacity due to physical or mental illness; or # engaged in serious misconduct which is demonstrably and substantially injurious to the Company. No act or failure to act will be considered "Cause" if such act or failure is done in good faith and with a reasonable belief that it is in the best interests 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.Company.

For Cause. For purposesThe Company may terminate the employment of the Employee prior to the end of the Term of this Agreement,Agreement “for cause.” Termination “for cause” shall be defined as a termination for "Cause" means a termination of Employee’s employment by the Company based upon Employee's:of the employment of the Employee occasioned by # persistentthe failure by the Employee to perform duties consistent withcure a commercially reasonable standardwillful breach of care (other than due to a physical or mental impairment or due to an action or inaction directedmaterial duty imposed on the Employee under this Agreement within thirty (30) days after written notice thereof by the Company that would otherwise constitute Good Reason); #or the continuation by the Employee after written notice by the Company of a willful neglect of duties (other than duea duty imposed on the Employee under this Agreement, # the Employee’s conviction of (or plea of guilty or nolo contendere to) a misdemeanor which constitutes a crime of moral turpitude and, in the good faith opinion of the Committee, materially damages the Company or to any subsidiary or affiliate of the Company, # the Employee’s conviction of (or plea of guilty or nolo contendere to) a physicalfelony (including, without limitation, any felony constituting a crime of moral turpitude), # any act of gross negligence or mental impairmentcorporate waste by the Employee that adversely affects the Company, # the commission of any intentional tort by the Employee against the Company causing loss, damages or dueharm to an actionthe Company, # the misappropriation of proprietary information or inaction directedconfidential information, or # any breach of the Invention Assignment Agreement. In the event of termination by the Company that would otherwise constitute Good Reason); # conviction of, or pleading nolo contendere to, criminal or“for cause,” all salary, benefits and other illegal activities involving dishonesty or moral turpitude; # material breachpayments shall cease at the time 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 bytermination, and the Company Board. Employee’s termination for Cause shall not be effective unlesshave no further obligations to 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.Employee.

Termination by Company For Cause. For purposesSubject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: # Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, a termination for "Cause" means a termination of Employee’s employment by the Company based upon Employee's: # persistentother than any such failure to perform duties consistent with a commercially reasonable standard of care (other thanresulting from incapacity due to a physical or mental impairment or dueillness, after a written notice is delivered to an action or inaction directedEmployee by the Company that would otherwise constitute Good Reason); # willful neglectBoard of duties (other than due to a physical or mental impairment or due to an action or inaction directed byDirectors of 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;which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, # material breach of this Agreement;Agreement or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such breach, # any material violation of any material written policy of the Company, # Employee’s willful misconduct which is materially and demonstrably injurious to the Company, # Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or # Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the Company's business policies, accounting practicesduty of loyalty, including, but not limited to, the offer, payment, solicitation or standards of ethics; # material breachacceptance of any applicable non-competition, non-solicitation, trade secrets, confidentialityunlawful bribe or similar restrictive covenant,kickback with respect to the Company’s business. For purposes of this paragraph, no act, or # failure to materially cooperate withact, on Employee’s part shall be considered “willful” unless done, or impeding an investigationomitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company Board. Employee’s termination for Causeshall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be effectivedeemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Company has given Employee no less than thirty days’ noticeBoard 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 receiptDirectors at a meeting of the NoticeBoard called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board at a duly called meeting at which a quorum is present), finding that in the good faith opinion of Termination.the Board of Directors Employee committed the conduct set forth above in [(i), (ii), (iii), (iv), (v) or (vi) of this Section 3.1(c)] and specifying the particulars thereof in detail.

Cause. For purposes of this Agreement, a termination“Cause” for "Cause" means a termination of Employee’s employment by the Company based upon Employee's:(or any acquiror or successor in interest thereto) to terminate your employment shall exist if any of the following occurs: # persistent failure to perform duties consistent withyour conviction (including a commercially reasonable standardguilty plea or plea of care (other than due to a physicalnolo contendere) of any felony 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 orany other illegal activitiescrime 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 this Agreement; # material breach of the Company's business policies, accounting practicesyour Confidential Information Agreement (defined below), or standards of ethics; # material breach of any applicable non-competition, non-solicitation, trade secrets, confidentialityCompany policy, or similar restrictive covenant,of any statutory duty you owe to the Company; # your inability to perform your duties due to your permanent disability or death; or # failureyour 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 materially cooperate withcure the same (provided that the Board is not obligated to provide such written notice and opportunity to cure if the action or impeding an investigation authorized by the Company Board. Employee’sconduct is not reasonably susceptible to cure). The determination that a termination is for Cause shall not be effective unlessmade by the Company has given Employee no less than thirty days’ notice of termination and the actions underlyingBoard in 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.sole discretion.