Cause. For purposes of this Agreement, “Cause” shall mean the following # the Board Member’s commission of an act of fraud, theft or dishonesty against the Company; # the arrest of the Board Member for any act involving dishonest conduct or other act of moral turpitude; # willful or wanton misconduct, recklessness, or gross negligence by the Board Member in the performance of the Services; # if Board Member is determined to have a “bad actor” disqualification as set forth in Rule 506(d) of Regulation D under the Securities Act of 1933, # a breach by Board Member of any obligation of Board Member under this Agreement, and # unwillingness of the Board Member to perform the Services continuing for a period of five (5) business days after notice to the Board Member.

As used herein, “Cause” means: # a willful and material act of dishonesty by you in connection with the performance of your duties as member of the Board; # your conviction of, or plea of guilty or nolo contendere to, a felony (other than a traffic offense that does not result in a fatality), or any crime involving fraud or embezzlement that the Board reasonably determines has had or is reasonably likely to have a materially detrimental effect on the Company’s reputation or business; # your gross misconduct in the performance of your duties as a member of the Board; # your willful and material unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom you owe an obligation of nondisclosure as a result of your relationship with the Company; # your willful and material breach of any obligations under any written agreement or written covenant with the Company; or # your continued willful and substantial failure to perform your duties as a member of the Board (other than as a result of your death or Disability) after written notice. Cause shall not exist unless, in any case, you have first received a written notice from the Board that sets forth the factual basis for the Board’s determination as to any behavior or occurrence claimed as Cause and you fail to cure such claimed behavior or occurrence, if curable, to the reasonable satisfaction of a majority of the Board within ten (10) business days after receiving such written notice, in which case your termination date will be the expiration date of the cure period, if any. For purposes of this definition of Cause, # no act or failure to act on your part shall be considered “willful” unless it is done or omitted to be done by you in bad faith and without reasonable belief that the act or failure to act was in the best interest of the Company, and # while you are serving on the Board, you shall take no part in any determination as to whether “Cause” exists hereunder.