Cause. A date specified by the Company by notice to the Executive for Cause. For purposes of this Agreement, “Cause” means: # the Executive’s substantial and material non-performance of his duties, continued, willful insubordination or other willful and material failure to adhere to any policy of the Company or any of its affiliates, if the Executive has been given written notice of such non-performance, insubordination or failure and the Executive fails to cure such non-performance, insubordination or failure within thirty (30) days after receipt of such notice; # the willful misappropriation (or attempted willful misappropriation) of any of the funds or property of the Company or any of its affiliates; or # the conviction of, or the entering of a guilty plea or plea of no contest with respect to, # a felony, # the equivalent thereof, # any other crime with respect to which active imprisonment is imposed, or # any other crime involving theft, willful misappropriation, embezzlement, fraud or dishonesty.

CAUSE. Immediately upon written notice by the Company to the Executive of a termination for Cause. “Cause” shall mean # the Executive’s commission of an act of fraud, embezzlement or theft against the Company or its subsidiaries; # the Executive’s conviction of, or a plea of no contest to, a felony; # willful nonperformance by the Executive (other than by reason of disability or illness) of his material duties as an employee of the Company, which, to the extent it is curable by the Executive, is not cured within thirty (30) days after written notice thereof is given to the Executive by the Company; # the Executive’s material breach of this Agreement or any other material agreement between the Executive and the Company or any of its subsidiaries, including the Confidentiality Agreement, which, to the extent it is curable by the Executive, is not cured within thirty (30) days after written notice thereof is given to the Executive by the Company; or # the Executive’s gross negligence, willful misconduct or any other act of willful disregard for the Company’s or any of its subsidiaries’ best interests, which, to the extent it is curable by the Executive, is not cured within thirty (30) days after written notice thereof is given to the Executive by 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” 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.

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” 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 # 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.

Cause. For purposes of this Agreement, “Cause” is defined, as determined by the Company in its reasonable judgment, as # breach of this Agreement or the Confidential Information Agreement by Executive; # intentional and continued nonperformance or misperformance of Executive’s duties or refusal to abide by or comply with the reasonable directives of the CEO or the Board, or the Company’s policies and procedures, which, if reasonably susceptible to cure (as determined by the Company), is not cured within fifteen (15) days following Executive’s receipt of written notice from the Company describing in reasonable detail the nature of the nonperformance, misperformance or refusal, as applicable; # Executive’s gross negligence in the performance of his material duties under this Agreement; # Executive’s fraud or willful misconduct with respect to the business or affairs of the Company; # Executive’s conviction of, or a plea of nolo contendere to, a felony or other crime involving moral turpitude; or # the commission of any act in direct or indirect competition with or materially detrimental to the best interests of Company.

Cause. For purposes of this Agreement, “Cause” shall mean: # the Executive’s commission of any felony or commission of any crime involving fraud, dishonesty or moral turpitude; # the Executive’s commission or attempted commission of or participation in a fraud or act of dishonesty against the Company; # the Executive’s material breach of any contract or agreement between the Executive and the Company or the Executive’s material breach of any legal duty he owes to the Company; # conduct by the Executive that constitutes insubordination, incompetence or neglect of duties; # the Executive’s failure to perform the duties, functions and responsibilities of the Executive’s position; 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; provided, however, the actions or conduct described in [clauses (iv) and (v) above] shall only constitute Cause if the Company provides the Executive with written notice thereof and the Executive has not, within 30 days of receipt such written notice, discontinued the cited conduct or remedied the failure to perform and further provided that lawful actions taken by the Executive in the exercise of his rights under the United States Constitution shall not constitute a breach of subsection # above.

Cause. For purposes of this Agreement, “Cause” is defined, as determined by the Company in its reasonable judgment, as # breach of this Agreement or the Confidential Information Agreement by Executive; # intentional and continued nonperformance or misperformance of Executive’s duties or refusal to abide by or comply with the reasonable directives of the CEO or the Board, or the Company’s policies and procedures, which, if reasonably susceptible to cure (as determined by the Company), is not cured within fifteen (15) days following Executive’s receipt of written notice from the Company describing in reasonable detail the nature of the nonperformance, midperformance or refusal, as applicable; # Executive’s gross negligence in the performance of her material duties under this Agreement; # Executive’s fraud or willful misconduct with respect to the business or affairs of the Company; or # Executive’s conviction of, or a plea of nolo contendere to, a felony or other crime involving moral turpitude. For purposes of this Agreement, any act, or failure to act, shall not be deemed willful or intentional unless it is done, or omitted to be done, by Executive in bad faith or without a reasonable good faith belief that Executive’s action or omission was in the best interests of the Company. Notwithstanding the preceding sentence, in order for an event to qualify as “Cause”, the Company must not terminate Executive’s employment with the Company without first providing Executive with written notice of the acts or omissions constituting the grounds for “Cause”.