Cause. Employer may terminate the employment of Executive under this Agreement during its Term for Cause. For purposes of this Agreement, termination for “Cause” shall include termination for # breach of this Agreement by Executive; # Executive’s gross negligence in the performance of Executive’s material duties hereunder; # intentional nonperformance or misperformance of such duties, or refusal to abide by or comply with the reasonable directives of the CEO of the Employer, or the Employer’s policies and procedures; # Executive’s willful dishonesty, fraud or misconduct with respect to the business or affairs of the Employer, that in the reasonable judgment of the CEO of the Employer adversely affects the Employer; # Executive’s arrest for, conviction of, or a plea of nolo contendere to, a felony or other crime involving moral turpitude or that otherwise threatens to interfere with the Employer’s interests as determined by the CEO of the Employer in his or her sole discretion; or # Executive’s failure to report to work or unexcused absenteeism in violation of the Employer’s attendance policies. In such event no further Salary shall be paid to Executive after the date of termination and no STI payment shall be paid to Executive after the date of termination, including any STI payment with respect to any fiscal year or the portion of any fiscal year preceding the date of termination. Executive shall retain only such rights to participate in other benefits as are required by the terms of those plans, Employer’s polices, or applicable law.

Termination for Cause. The Company may terminate the Executive’s employment for Cause. For purposes of this Agreement, “Cause” means the Executive: # willfully, substantially, and continually fails to perform the duties for which he is employed by the Company; # willfully fails to comply with the legal instructions of the Board or the CEO; # willfully engages in conduct which is or would reasonably be expected to be materially and demonstrably injurious to the Company; # willfully engages in an act or acts of dishonesty resulting in material personal gain to the Executive at the expense of the Company; # is indicted for, or enters a plea of nolo contendere to, a felony; # engages in an act or acts of gross malfeasance in connection with his employment hereunder; # commits a material breach of Sections 12, 13 or 14 of this Agreement; # commits a material breach of any policies and procedures contemplated by the Company’s Code of Conduct or similar policy; or # exhibits demonstrable evidence of alcohol or drug abuse having a substantial adverse effect on his job performance hereunder. The Company shall exercise its right to terminate the Executive’s employment for Cause by giving him written notice of termination on or before the date of such termination specifying in reasonable detail the circumstances constituting such Cause, and providing Executive with a period of at least thirty (30) days in which to cure the conduct constituting Cause if such conduct is capable of being cured. In the event of such termination of the Executive’s employment for Cause, the Executive shall be entitled to receive # his base salary pursuant to Section 3(a) and any other compensation and benefits to the extent actually earned pursuant to this Agreement or under any benefit plan or program of the Company as of the date of such termination at the normal time for payment of such salary, compensation or benefits and # any amounts owed under the reimbursement policy of Section 5.

Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause. For purposes of this Agreement, “Cause” means # gross incompetence, gross negligence, or willful misconduct in connection with the performance of the Executive’s duties or breach of a fiduciary duty owed to the Company or any affiliated company; # conviction of or entering of a guilty plea or a plea of no contest with respect to a felony or a crime of moral turpitude or commission of an act of embezzlement or fraud against the Company or any affiliated company; # any material breach by the Executive of a material term of this Agreement, including, without limitation, material failure to perform a substantial portion of his/her duties and responsibilities hereunder; or # deliberate dishonesty of the Executive with respect to the Company or any affiliated company.

Cause. The Company may at any time by written notice to the Executive terminate the Term for “Cause” (as defined below) and, upon such termination, this Agreement shall terminate, and the Executive shall be entitled to receive no further amounts or benefits hereunder, except for any Base Salary earned but not paid prior to such termination. For the purposes of this Agreement, “Cause” means: # Executive’s failure or refusal to perform Executive’s duties under this Agreement (other than as a result of total or partial incapacity due to physical or mental illness); # any act by or omission of Executive constituting gross negligence or willful misconduct in connection with the performance of Executive’s duties that could reasonably be expected to materially injure the reputation, business or business relationships of the Company or any of its affiliates; # perpetration of an intentional and knowing fraud against or affecting the Company or any of its affiliates or any customer, client, agent, or employee thereof; # the commission by or indictment of Executive for # a felony or # any misdemeanor involving moral turpitude, deceit, dishonesty or fraud (“indictment,” for these purposes, meaning a United States-based indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made); # a material breach of the Company’s policies that results in financial or reputational harm to the Company; or # the breach of a

Termination by Company for Cause. The Company and the Employer may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: # an act of gross misconduct by Executive in connection with the performance of his duties, which results in, or is reasonably likely to result in, material injury or reputational harm to the Company or the Employer: # misappropriation of funds or property of the Company or the Employer or any of its or their subsidiaries or affiliates other than the occasional, customary and de minimis use of Company or Employer property for personal purposes; # the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or # a material breach of the Executive’s obligations under a written agreement with the Company and the Employer, including without limitation, such a breach of this Agreement including without limitation, a material breach of Section 7 of this Agreement; provided that in the cases covered by clauses (i) and (iv), the Executive first shall have received written notice of the misconduct or breach alleged to constitute Cause and shall have failed to cure such misconduct or breach within 30 days following receipt of such notice from the Company. If the Executive cures the Cause condition within said 30-day period, Cause shall be deemed not to have occurred.

Termination by the Employer for Cause. The Employer may terminate Executive’s employment under this Agreement at any time for “Cause” (as hereinafter defined) whereupon the Employer shall have no further obligation hereunder to Executive, except for payment of amounts of Base Salary and benefits accrued through the termination date. For purposes of this Agreement, “Cause” shall mean: # the continued willful failure by Executive to substantially perform his duties to the Company, # the willful engaging by Executive in gross misconduct materially and demonstrably injurious to the Company or # Executive’s material breach of Sections 3, 6 or 7 of this Agreement; provided, that with respect to any breach that is curable by Executive, as determined by the Board in good faith, the Employer has provided Executive written notice of the material breach and Executive has not cured such breach, as determined by the Board in good faith, within fifteen (15) days following the date the Employer provides such notice.

Termination by the Company for Cause. If the Company terminates Executive’s employment for Cause, the Company shall have no obligation to Executive other than for payment of wages earned through the termination date. For purposes of this Agreement, “Cause” means any one of the following, as determined in the reasonable discretion of the Company’s CEO and/or the Board, as applicable, and unless, to the extent correctable, such events are fully corrected in all material respects by Executive within thirty (30) days following written notification by the Company to Executive of the occurrence of one of the following reasons of Cause: # Executive being convicted of a felony; # a material breach of this Agreement; # any gross or willful misconduct, dishonesty, fraud or negligence by Executive in the performance of Executive’s duties; # a failure to satisfactorily meet the material duties and obligations of Executive’s employment; # egregious conduct by Executive that brings Company or any of its subsidiaries or affiliates into public disgrace or disrepute; or # a material violation of the Company’s Code of Conduct. The parties agree that the failure of employee to relocate in connection with his employment shall not constitute Cause.

Termination by the Employer for Cause. The Employer may terminate Executive’s employment under this Agreement at any time for “Cause” (as hereinafter defined) whereupon the Employer shall have no further obligation hereunder to Executive, except for payment of amounts of Base Salary and benefits accrued through the termination date. For purposes of this Agreement, “Cause” shall mean: # the continued willful failure by Executive to substantially perform his duties to the Company, # the willful engaging by Executive in gross misconduct materially and demonstrably injurious to the Company or # Executive’s material breach of Sections 3, 6 or 7 of this Agreement; provided, that with respect to any breach that is curable by Executive, as determined by the Board in good faith, the Employer has provided Executive written notice of the material breach and Executive has not cured such breach, as determined by the Board in good faith, within fifteen (15) days following the date the Employer provides such notice.

Termination by the Employer for Cause. The Employer may terminate Executive’s employment under this Agreement at any time for “Cause” (as hereinafter defined) whereupon the Employer shall have no further obligation hereunder to Executive, except for payment of amounts of Base Salary and benefits accrued through the termination date. For purposes of this Agreement, “Cause” shall mean: # the continued willful failure by Executive to substantially perform his duties to the Company,

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.