For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s employment hereunder for cause for any one of the following reasons: # conviction of a felony, or a misdemeanor where imprisonment is imposed, # commission of any act of theft, fraud, or falsification of any employment or Company records in any material way, # Executive’s failure or inability to perform any material reasonably assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, or # material breach of this Agreement which breach is not cured within ten (10) days following written notice of such breach. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive for salary or bonus, except to pay all accrued but unpaid base salary, accrued bonus (if any) and accrued vacation to the date of termination thereof.

Termination by the Company for Cause. The Company may terminate this Employment Agreement and Executive’s employment for Cause at any time and without notice. For purposes of this Employment Agreement, termination for “Cause” shall result from the Executive’s: # misappropriation of funds from the Company; # conviction for a felony; # commission of a crime or act or series of acts involving moral turpitude; # commission of an act or series of acts of dishonesty; # breach of any material term of this Employment Agreement; # willful and repeated failure to perform the duties associated with the Executive’s position, which failure has not been cured within thirty (30) days after the Company gives notice thereof to the Executive; or # failure to cooperate with any Company investigation or with any investigation, inquiry, hearing or similar proceedings by any governmental authority having jurisdiction over the Executive or the Company. In the event of termination by the Company for Cause, the Executive shall only be entitled to payment of Executive’s unpaid base salary through the date of termination.

conviction of a felony, or a misdemeanor where imprisonment is imposed, # commission of any act of theft, fraud, or falsification of any employment or Company records in any material way, # Executive's failure or inability to perform any material reasonably assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, or # material breach of this Agreement which breach is not cured within ten (10) days following written notice of such breach. Upon termination of Executive's employment with the Company for cause, the Company shall be under no further obligation to Executive for salary or bonus, except to pay all accrued but unpaid base salary, accrued bonus (if any) and accrued vacation to the date of termination thereof.

Termination by Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: # the Executive’s conviction of or plea of no contest to a felony or a crime involving any financial dishonesty against the Company; # the Executive’s willful misconduct that causes material harm or loss to the Company, including, but not limited to, misappropriation or conversion of Company assets; # the Executive’s gross negligence or refusal or willful failure to act in accordance with any specific lawful direction or order of the Company (or a parent or subsidiary of the Company) which causes material harm or loss to the Company (and the Executive’s failure to cure the same, to the extent capable of cure, within 30 days of receiving written notice from the Company (or any acquirer or successor)); # the Executive’s material breach of any agreement with the Company (or a parent or subsidiary of the Company) which causes material harm or loss to the Company (and the Executive’s failure to cure the same, to the extent capable of cure, within 30 days of receiving written notice from the Company (or any acquirer or successor)); # the Executive’s unauthorized use or disclosure of the Company’s confidential information or trade secrets, which use or disclosure causes material harm to the Company; or # the Executive’s failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

Termination for Cause. For purposes of this Agreement, “For Cause” shall mean: # Executive is indicted or charged in a court of competent jurisdiction for, or pleads nolo contendere to, a felony or crime involving dishonesty, breach of trust, or physical harm to any person; # Executive willfully engages in conduct that is in bad faith and materially injurious to the Company, including but not limited to, misappropriation of trade secrets, fraud or embezzlement; # Executive commits a material breach of this Agreement, which breach is not cured within twenty days after written notice to Executive from the Company; # Executive willfully refuses to implement or follow a lawful policy of the Company, which breach is not cured within twenty days after written notice to Executive from the Company; or # Executive engages in misfeasance or malfeasance demonstrated by a pattern of failure to perform job duties diligently and professionally. The Company may terminate Executive’s employment For Cause only after affording the Executive an opportunity (on notice which may be a little as 24 hours) to appear (with his counsel) before the Board. The Company shall pay to Executive all compensation to which Executive is entitled up through the date of termination, subject to any other rights or remedies of the Company under law; and thereafter all obligations of the Company under this Agreement shall cease. Nothing in this Section shall affect Executive’s rights to payment of unreimbursed business expenses, rights under any benefit plan in which Executive is a participant or any rights to indemnification.

Termination by Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: # the Executive’s conviction of or plea of no contest to a felony or a crime involving any financial dishonesty against the Company; # the Executive’s willful misconduct that causes material harm or loss to the Company, including, but not limited to, misappropriation or conversion of Company assets; # the Executive’s gross negligence or refusal or willful failure to act in accordance with any specific lawful direction or order of the Company (or a parent or subsidiary of the Company) which causes material harm or loss to the Company (and the Executive’s failure to cure the same, to the extent capable of cure, within 30 days of receiving written notice from the Company (or any acquirer or successor)); # the Executive’s material breach of any agreement with the Company (or a parent or subsidiary of the Company) which causes material harm or loss to the Company (and the Executive’s failure to cure the same, to the extent capable of cure, within 30 days of receiving written notice from the Company (or any acquirer or successor)); # the Executive’s unauthorized use or disclosure of the Company’s confidential information or trade secrets, which use or disclosure causes material harm to the Company; or # the Executive’s failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

By Company for Cause. The Company may, at any time, terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, the Company shall have “Cause” to terminate the Executive’s employment hereunder upon # conduct amounting to fraud or dishonesty against the Company; # the willful failure by the Executive to substantially perform his or her duties hereunder or the material violation by the Executive of any of the other provisions of this Agreement, which willful failure or material violation shall continue for thirty (30) days or more following written notice to the Executive; # the Executive’s loss of any permit, license, accreditation or other authorization necessary to the Executive’s performance of his or her duties hereunder, as determined by the Company in its sole discretion; # the Executive’s conviction of a felony or a plea by the Executive of nolo contendere to a felony; or # other willful conduct by the Executive likely, in the reasonable judgment of the Board, to materially adversely affect the reputation of the Company, which conduct shall continue for five (5) days or more following written notice to the Executive. No act, or omission to act, shall be considered “willful” unless such act or omission is done without a good faith belief by the Executive that such act or omission is in, or not opposed to, the best interests of the Company.

By the Company for Cause. The Executive’s employment pursuant to this Agreement may be terminated by delivery of a Notice of Termination upon the occurrence of any of the following events (each of which will constitute “Cause” for termination): # conviction of a felony or of a crime involving misappropriation or embezzlement; # willful and material wrongdoing by the Executive, including, but not limited to, acts of dishonesty or fraud, which have a material adverse effect on the Company or any of its subsidiaries; # repeated material failure of the Executive to follow the direction of the Company and its Board of Directors regarding the material duties of employment; or # material breach by the Executive of a material obligation under this Agreement. In order for the Company to be entitled to terminate the Executive for Cause under this Section 9(d) the following conditions must be met: # the Company shall provide written notice to the Executive of the existence of a condition described in [clauses (i), (ii), (iii) or (iv) above]e] within ninety (90) days of the initial existence of such condition (which written notice shall specifically identify the manner in which the Company believes the Executive has triggered one of the conditions); # the Executive shall be entitled to remedy the condition within thirty (30) days of receiving such notice; and # the Executive shall have failed to remedy the condition during such period. If the Executive’s employment is terminated pursuant to this Section 9(d), the Executive will be entitled to receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination (such amounts shall be paid within thirty (30) days of the Date of Termination, with the date of such payment determined by the Company in its sole discretion), any other unpaid benefits to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (including, without limitation, the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, with such benefits to be paid in accordance with the applicable provisions of the applicable arrangement) and no more.

By the Company. The Company may terminate the Executive’s employment under this Agreement during the Employment Period without Cause upon thirty (30) days’ written notice or for Cause. For purposes of this Agreement, “Cause” means the Executive’s # conviction of (or plea of guilty or nolo contendere to) a crime that constitutes a felony (or state law equivalent), or a crime that constitutes a misdemeanor involving moral turpitude, dishonesty, theft, fraud, or any other crime which materially affects the Company’s business interests; # gross negligence, willful misconduct, or habitual neglect in the performance of her duties and responsibilities hereunder (other than any such failure resulting from a Disability) which the Executive has failed to cure (if curable) within thirty (30) days following her receipt of written notice of same from the Company; # willful failure to comply with any ethical or legal directive of the Company; # embezzlement, misappropriation or fraud against the Company; or # a material breach of this Agreement or a Company policy, if the Executive has failed to cure (if curable) within thirty (30) days following her receipt of written notice of same from the Board.

For Cause Termination. The Employer may terminate Executive’s employment for “Cause” at any time upon written notice to the Executive. For this purpose, “Cause” shall be deemed to exist if # the Employer determines in good faith and following a reasonable investigation that the Executive has committed fraud, theft or embezzlement from the Employer; # the Executive pleads guilty or nolo contendere to or is convicted of any felony or other crime involving moral turpitude, fraud, theft, or embezzlement; # the Executive willfully fails or refuses to perform any material obligation under this Agreement or to carry out the reasonable directives of the Executive’s supervisor, and the Executive fails to cure the same within a period of 30 days after written notice of such failure is provided the Executive by the Employer; or # the Executive has engaged in on-the-job conduct that violates the Employer’s written Code of Ethics or company policies, and which is materially detrimental to the Employer. The Executive’s resignation in advance of an anticipated termination for Cause shall constitute a termination for Cause.