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.

By Company for Cause. Company may terminate this Agreement and Executive’s employment at any time for Cause. Notwithstanding the foregoing provisions of this Section 5, in the event Executive’s employment is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes herein, “Cause” means # Executive’s gross negligence, gross neglect or willful misconduct in the performance of the duties required hereunder that results in a material adverse effect on Company, # Executive’s conviction for, deferred adjudication of, or plea of no contest or nolo contendere to a felony, or # Executive’s material breach of any material provision of this Agreement. Notwithstanding the foregoing, prior to any termination for Cause under clauses (A) or (C) of the preceding sentence, # Company must provide Executive with reasonable notice of not less than ten (10) business days detailing the failure or conduct on which the termination is to be based, # Company must provide Executive a reasonable opportunity to cure such failure or conduct, and # after such notice and an opportunity to cure, the Board must reasonably determine that Executive has not cured such failure or conduct. Executive shall not be deemed to have been terminated for Cause unless and until Executive has been provided an opportunity to be heard in person by the Board (with the assistance of Executive’s counsel if Executive so desires) on at least five business days’ advance notice, and the Board must unanimously approve the termination of Executive for Cause.

Termination for Cause. The Company may terminate the Executive's employment at any time for Cause (as defined below). If the Executive's employment is terminated pursuant to this Section 5(c), all of the Executive's rights and all of the Company's obligations hereunder shall immediately terminate. As used in this section, "Cause" shall mean # fraud, misappropriation, embezzlement or willful conduct on the part of the Executive that is materially injurious to the Company, its members or affiliates, # the conviction of a felony or the intentional commission of an illegal act or an immoral act that has material negative impact on the Company, or # if the Board determines that the Executive has failed in the performance of his duties owed to the Company. In the event of termination under 5(c)(iii), the Executive shall be given written notification by the Board to be "on Notice," with specific indications of the deficiencies noted, and if after 90 days following a written notification that the Executive is "on Notice" the Board determines that the Executive continues to fail in his performance by failure to cure the specific deficiencies to the reasonable satisfaction of the Board, the Board may terminate the Executive "for Cause" under 5(c)(iii).The Executive's obligations and the Company's rights under Section 5, 6, 7 and 8 shall survive the termination of this Agreement and the Executive shall be paid the unpaid portion of the Base Salary earned up to the date of such termination.

Termination For Cause. The Board may terminate the Executive’s employment and the Company’s obligations under this Agreement at any time for Cause by giving written notice to the Executive. The Company’s required notice of termination shall specify the event or circumstances that constitute Cause. Executive’s termination shall be effective as of the date of such notice. Upon termination of the Executive’s employment for Cause, the obligations of the Company under this Agreement shall terminate, except for the obligation to pay to the Executive # any Base Salary earned through the date of such termination, to the extent theretofore unpaid, and # such retirement and other benefits earned and vested (if applicable) by the Executive as of such termination under any employee benefit plan of the Company in which the Executive participates, all of the foregoing to be paid in the normal course for such payments and in accordance with the terms of such plans.

Discharge by the Company For Cause. During the Term, the Executive’s employment may be terminated by the Company (which shall also constitute a termination of this Agreement) immediately upon written notice to the Executive by the Board, detailing the circumstances constituting Cause. As used herein, “Cause” shall mean any one or more of the following that continues uncured for thirty (30) days following receipt of written notice to Executive from the Board setting forth in detail the circumstances constituting Cause: # failure or refusal to follow the reasonable written direction of the Board (other than by reason of Disability); # the Executive’s commission of any crime, the underlying conduct of which is job related such that it is consistent with business necessity to terminate Executive’s employment; # the Executive’s willful material false statement regarding the Company’s business to the Board, shareholders of the Company, any lender or insurer, or a regulatory authority; # the Executive’s breach of this Agreement in any material respect (other than by reason of Disability); or # other intentional conduct that is or could reasonably be expected to be materially harmful to the business interests or reputation of the Company. Immediately upon termination for Cause, the Company shall pay Executive all compensation, benefits and reimbursable expenses, accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive.

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 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.

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.

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 for 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.

Termination for Cause. The Company shall have the right to terminate the Executive for Cause, upon written notice to him of the termination which notice shall specify the reasons for the termination. In the event of termination for Cause the Executive shall not be entitled to any further benefits under this Agreement.