Cause. As used in this Agreement, “Cause” shall mean # a good faith finding by a majority of our Board (excluding the vote of the Executive, if then a director) that # the Executive has failed to perform his reasonably assigned material duties for the Company and, if amenable to cure, has not cured such failure within thirty (30) days following notice from the Company; # the Executive has engaged in gross negligence or willful misconduct, which has or is expected to have a material detrimental effect on the Company; # the Executive has engaged in fraud, embezzlement or other material dishonesty; # the Executive has engaged in any conduct which would constitute grounds for termination for material violation of the Company’s policies in effect at that time and, if amenable to cure, has not cured such violation within thirty (30) days following notice from the Company; or # the Executive has breached any material provision of any nondisclosure, invention assignment, non-competition or other similar agreement between the Executive and the Company or Parent, including without limitation the Restrictive Covenant Agreement, and, if amenable to cure, has not cured such breach within thirty (30) days following notice from the Company; or # the conviction by the Executive of, or the entry of a pleading of guilty or nolo contendere by the Executive to, any crime involving moral turpitude or any felony.

For purposes of this Agreement, “Cause” means # Executive’s material failure to perform Executive’s duties or to carry out the reasonable and lawful instructions of the Board (other than any such failure resulting from incapacity due to physical or mental illness); # Executive’s engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, materially injurious to the Company or its affiliates; # Executive’s embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with the Company; # 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; # Executive’s failure to cooperate with the Company in any investigation or formal proceeding; # Executive’s material breach of any material obligation under this Agreement, the Employment Agreement (but only to the extent incorporated herein), the Restrictive Covenant Agreement, or any other written agreement between the Executive and the Company; or # any material failure by Executive to comply with the Company’s written policies or rules, as they may be in effect from time to time; provided, however, that prior to termination based on clauses (i) or (vii), Executive shall be given written notice of the facts allegedly constituting Cause and a ten (10) day opportunity to cure.

Cause. For purposes of this Agreement, “Cause” is defined as # the willful failure, disregard, or refusal by Executive to perform the services hereunder or follow the reasonable instructions of the Board; provided, however, that any willful failure, disregard, or refusal by Executive to perform the services hereunder shall not constitute Cause unless cure is not effected within thirty (30) days after notice thereof is received by the Executive from the Company; # any willful or grossly negligent act by the Executive having the effect of injuring, in a material way (whether financial or otherwise), the business or reputation of the Company or any of its subsidiaries or affiliates; # Executive’s conviction of, guilty plea, or plea of nolo contendere to any felony or a misdemeanor involving moral turpitude; # engagement by Executive in some form of harassment prohibited by law (including, without limitation, age, sex, disability, or race discrimination) unless Executive’s actions were specifically directed by the Board; or # material breach by the Executive of any material provision of this Agreement or any Confidential Information Agreement; provided, however, that any such breach by Executive to perform the services hereunder shall not constitute Cause unless cure is not effected within thirty (30) days after notice thereof is received by the Executive from the Company.

Cause. For purposes of this Agreement, “Cause” is defined as # the willful failure, disregard, or refusal by Executive to perform the services hereunder or follow the reasonable instructions of the Board; provided, however, that any willful failure, disregard, or refusal by Executive to perform the services hereunder shall not constitute Cause unless cure is not effected, as determined in good faith by the Board, within thirty (30) days after notice thereof is received by the Executive from the Company; # any willful or grossly negligent act by the Executive having the effect of injuring, in a material way (whether financial or otherwise) as determined in good faith by the Board, the business or reputation of the Company or any of its subsidiaries or affiliates; # Executive’s conviction of, guilty plea, or plea of nolo contendere to any felony or a misdemeanor involving moral turpitude; # the determination by the Company, after a reasonable and good faith investigation by the Company following a written allegation by an employee of the Company, that the Executive engaged in some form of harassment prohibited by law (including, without limitation, age, sex, disability, or race discrimination) unless Executive’s actions were specifically directed by the Board; or # material breach by the Executive of any material provision of this Agreement or any Confidential Information Agreement.

Cause. For purposes of this Agreement, “Cause” means # Executive’s failure to satisfactorily perform Executive’s duties after there has been delivered to Executive a written demand for performance which describes the specific deficiencies in Executive’s performance and the specific manner in which Executive’s performance must be improved, and which provides thirty (30) business days from the date of notice to remedy such performance deficiencies; # Executive’s conviction of, or plea of nolo contendere to, a felony or a crime involving moral turpitude which the Board believes has had or will have a detrimental effect on the Company’s reputation or business, # Executive engaging in an act of gross negligence or willful misconduct in the performance of his or her employment obligations and duties, # Executive’s committing an act of fraud against, material misconduct or willful misappropriation of property belonging to the Company; # Executive engaging in any other misconduct that has had or will have a material adverse effect on the Company’s reputation or business; or # Executive’s breach of any material written Company policy that has been communicated to Executive in advance of Executive’s breach, the Executive Invention Assignment and Confidentiality Agreement or other unauthorized misuse of the Company’s trade secrets or proprietary information.

For purposes of this Agreement, “Cause” shall mean # any act of fraud or willful malfeasance committed by Executive; # Executive’s engagement in conduct which, is injurious to the Company or any of its affiliates, monetarily or otherwise if (provided, that, such conduct is capable of being cured), after written notice by the Board or the Compensation Committee to Executive stating, with specificity, the alleged conduct and providing direction and a reasonable opportunity for Executive to cure any such alleged conduct, Executive then fails to cure such alleged conduct within thirty (30) days following Executive’s receipt of such written notice to the reasonable satisfaction of the Board or the Compensation Committee; # Executive’s failure to perform Executive’s material duties under this Agreement, or Executive’s material breach of this Agreement, if (provided, that, such failure to perform or material breach is capable of being cured), after written notice by the Board or the Compensation Committee to Executive stating, with specificity, the duties Executive has failed to perform and providing direction and a reasonable opportunity for Executive to cure any such alleged failures, Executive then fails to cure alleged failures within thirty (30) days following Executive’s receipt of such written notice to the reasonable satisfaction of the Board or the Compensation Committee; # Executive’s conviction of, or pleading guilty or no contest to, a felony, or a conviction of, or a plea of guilty or no contest to, any criminal offence involving fraud, willful malfeasance, embezzlement, extortion, bribery, misappropriation or moral turpitude; # Executive’s # material violation of the Company’s policies and procedures including, but not limited to, # the Company’s policies prohibiting conduct that constitutes sexual misconduct, harassment (including sexual harassment), discrimination or retaliation and # the Fourth Amended and Restated Code of Business Conduct and Ethics dated February 16, 2022, as may be further amended; and # engagement in any conduct or cover-up of such conduct that is in violation of any of the Company’s policies and procedures (including but not limited to policies listed in (I) and (II) of this [Subsection 8(c)(v)]) that could cause or has caused damage to the reputation or business of the Company or any of its affiliates or their respective employees; provided, however, that, except for violations that would constitute “Cause” under subsection # directly above, after written notice by the Board or the Compensation Committee to Executive stating, with specificity, the material violations alleged to have been committed by Executive and providing direction and a reasonable opportunity for Executive to cure any such alleged violations (if curable, as determined by the Board or the Compensation Committee), Executive then fails to cure alleged violations within thirty (30) days following Executive’s receipt of such written notice to the reasonable satisfaction of the Board or the Compensation Committee.

“Cause” means # reasonable determination of the Board of Directors of the Company (the “Board”) that there has been misconduct by Executive that is materially injurious to the Company or that results in Executive's inability to substantially perform his duties for the Company, # the Board's reasonable determination that Executive failed to carry out or comply with any lawful and reasonable directive of the Board or CEO consistent with the terms of this Agreement, # Executive's conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude, # the Board's reasonable determination of Executive's unlawful use (including being under the influence) or possession of illegal drugs on the Company's (or any affiliate's) premises or while performing Executive's duties and responsibilities under this Agreement, # Executive's commission of an act of fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty against the Company or any of its affiliates other than inadvertent actions such as accidental personal use of a Company credit card or accidental errors in mileage reimbursement or actions that are not materially injurious to the Company, # Executive's material violation of any provision of this Agreement, any other written agreement between the Company and Executive, or any material Company policy, # Executive's willful and prolonged, and unexcused absence from work (other than by reason of disability due to physical or mental illness), or # the Board's reasonable determination of any unlawful act or breach of Company policy discrimination or harassment against another employee of the Company or any affiliated or related company of the Company. Except in the case of an event described in section # of the definition of Cause, in the event that the Company has determined that there is Cause, the Company shall provide Executive with a written notification indicating the grounds for which the Company believes there is Cause, and the Executive shall have thirty (30) days to either cure such grounds or to provide evidence that no such Cause exists. If such grounds are not cured, or if the Company still in good faith believes that Cause does exist as of the end of such thirty (30) day period, then the Company shall be able to terminate for Cause

“Cause” means the occurrence of any of the following events, as reasonably determined by the Board: # Executive’s willful failure to perform his material duties for the Company; # Executive’s conviction of a felony, or his guilty plea to or entry of a nolo contendere plea to a felony charge; # the willful or grossly negligent engagement by Executive in conduct that is materially injurious to the Company, financially or otherwise; or # Executive’s breach of # any material term of this Agreement or # any material term of the Company’s material written policies or procedures, as in effect from time to time; provided, that, with respect to [(i), (iii) or (iv) above], such termination for Cause will only be effective upon a majority vote of the total number of directors on the Board after written notice to Executive and a period of not less than thirty (30) calendar days after receipt by Executive of such written notice during which time Executive will have an opportunity to appear before the Board to demonstrate that he has cured the conduct giving rise to Cause.

“Cause” means # the conviction of the Executive of # any felony, or # a misdemeanor involving fraud or embezzlement; or # a good faith finding by the Company of: # conduct by the Executive constituting a material act of misconduct arising in connection with the performance of the Executive’s duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; # any conduct by the Executive arising in connection with the performance of the Executive’s duties that would reasonably be expected to result in material injury or material reputational harm to the Company if the Executive were retained in the Executive’s position; provided, that if the Company reasonably determines that such conduct is capable of being cured, cause may be asserted by the Company only after Executive’s receipt of written notice from the Company reasonably describing such conduct and the Executive’s failure to cease and cure such conduct within thirty (30) days of receipt of such written notice; # a material breach by the Executive of any written confidentiality or restrictive covenant obligations owed to the Company, including under the Confidentiality, Non-Solicitation and Invention Assignment Agreement (the “Confidentiality Agreement”), or of any of the Company’s written employment policies communicated to the Executive, in each instance if such breach continues or remains uncured thirty (30) days after written notice of such breach has been delivered to Executive setting forth in reasonable detail the nature of such breach; or # a material failure by the Executive to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities of the Company as provided under Section 14 of this Agreement, 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; provided, such failure continues or remains uncured thirty (30) days after written notice of such failure has been delivered to Executive setting forth in reasonable detail the nature of such failure.

For purposes of this Agreement, “Cause” shall mean # Executive’s willful and continued failure to substantially perform Executive’s duties (other than any such failure resulting from the Executive’s Disability or any such failure subsequent to the Executive being delivered notice of the Company’s intent to terminate the Executive’s employment without Cause), # Executive’s admission or conviction of, or a plea of nolo contendere to, # a felony (other than traffic-related) under the laws of the United States or any state thereof or any similar criminal act in a jurisdiction outside the United States or # a crime involving moral turpitude that, could be injurious to the Company or its reputation, # the Executive’s willful malfeasance or willful misconduct which is materially and demonstrably injurious to the Company, # any act of fraud by the Executive in the performance of the Executive’s duties, or # a material breach by the Executive of this Agreement or the Confidentiality and IP Agreement; provided that events identified in this [Section 6(a)(ii)(A) or (E)])] and which are susceptible to cure shall not constitute Cause unless Executive fails to cure such event within 30 days after Notice of Termination is given by the Company (specifying in reasonable detail the event which caused the Cause). The determination of Cause shall be made by the Company.