Cause. For purposes of this Agreement, “Cause” for termination will mean: # a material breach of any of Executive’s obligations or duties pursuant to this Agreement or the Confidentiality Agreement, which remains uncured seven days after Executive becomes aware of the breach by formal written notification by the Company; # gross negligence or willful misconduct in the course of employment; # any action or activity that is contrary to applicable insider trading rules or any other applicable securities rules or legislation; or # a material act or omission involving substantial dishonesty or fraud that harms or would reasonably be expected to harm the Company.

Cause. For purposes of this Agreement, “Cause” for termination will mean: # a material breach of any of Executive’s obligations or duties pursuant to this Agreement or the Restrictive Covenant Agreement, which remains uncured ten business days after Executive becomes aware of the breach by formal written notification by the Company; # gross negligence, willful misconduct or breach of fiduciary duty in the course of employment, which if curable remains uncured ten days after the Executive becomes aware of the breach by formal written notification by the Company; # any action or activity that is contrary to applicable insider trading rules or any other applicable securities rules or legislation; # a material act or omission involving substantial dishonesty or fraud that harms or would reasonably be expected to harm the Company; or # commission of, conviction or indictment for, or plea of no contest to, any felony (or state law equivalent) or any crime involving moral turpitude.

Cause. For purposes of this Agreement, “Cause” shall mean # dishonesty, fraud, embezzlement, misrepresentation, or other improper acts committed by Executive resulting in a personal gain or personal enrichment of Executive at the expense of the Company; # Executive’s violation of a federal or state law or regulation applicable to the Company’s business, which violation is or likely to be materially injurious to the Company; # Executive’s conviction of, or a plea of nolo contendre or guilty to, a felony or any crime involving moral turpitude under the laws of the United States or any state; # any gross misconduct, or material violation of any lawful Company policy involving conduct or business ethics; or # Executive’s material breach of the terms of this Agreement or the Confidentiality Agreement. No termination of employment by the Company shall be for “Cause” unless # the Company has provided to Executive written notice describing the factual basis the Company believes constitutes Cause, # Executive has not cured the circumstances giving rise to Cause within thirty (30) days after receiving written notice from the Company, and # Executive has been given the opportunity to be heard before the Board before it makes a final determination of Cause.

Cause. For purposes of this Agreement, “Cause” for termination will mean Executive’s: # commission of any felony or crime involving moral turpitude; # participation in any fraud against the Company; # willful and material breach of his duties to the Company; # intentional damage to any property of the Company; # misconduct, or other violation of Company policy, that causes material harm to the Company; or # material breach of any material written agreement with the Company; provided, however, that a termination for Cause shall not be effective unless # notice of the circumstances claimed to constitute Cause is given to Executive within 60 days after the Company becomes aware of such circumstances, and # any claimed breach, if curable, remains uncured for 30 days after Executive has received such notice.

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”.

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” for termination will mean: # Executive’s willful failure substantially to perform his duties and responsibilities to the Company or willful, material violation of a policy of the Company; # Executive’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; # Executive’s willful breach of any of his obligations under any written agreement or covenant with the Company; # Executive’s material and willful violation of a federal or state law or regulation applicable to the business of the Company; and # Executive’s conviction or plea of guilty or no contest to a felony.

"Cause": For purposes of this Agreement, the Company shall have "Cause" to terminate the Executive's employment hereunder for any of the following actions: # the Executive causing material harm to the Company through # a material breach by the Executive of the terms and provisions of this Agreement (including, without limitation, Section 4 hereof) or # the commission by Executive of an act or acts of gross negligence, dishonesty, fraud or wilful malfeasance in the performance of his duties hereunder, # Executive is indicted for, or convicted of, or pleads guilty or nolo contendere with respect to, theft, fraud, a crime involving moral turpitude or a felony under federal or applicable state law, or # the Executive's wilful failure to perform his material duties under this Agreement (other than a failure due to Disability) after thirty (30) day written notice specifying the failure, during which period the Executive shall have the opportunity to cure such failure (it being understood that if his failure to perform is not of a type requiring a single action to cure fully, that he may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion) .

“Cause” for termination shall mean that the Company has determined in its sole discretion that Executive has engaged in any one or more of the following: # a material breach of any covenant or condition under this Agreement or any other agreement between the parties; # any act constituting dishonesty, fraud, immoral or disreputable conduct; # any conduct which constitutes a felony under applicable law; # material violation of any Company policy or any act of misconduct; # refusal to follow or implement a clear and reasonable directive of Company; # negligence or incompetence in the performance of Executive’s duties or failure to perform such duties in a manner satisfactory to the Company after the expiration of ten (10) days without cure after written notice of such failure; or # breach of fiduciary duty.

“Cause” means # 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, # Executive’s material breach of any agreement with the Company, # Executive’s material failure to comply with the Company’s written policies or rules, # Executive’s conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any State, # Executive’s gross negligence or willful misconduct, # Executive’s continuing failure to perform assigned duties after receiving written notification of the failure from the Company’s Board of Directors or # Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested such cooperation. In the case of clauses (ii), (iii) and (vii), the Company will not terminate Executive’s employment for Cause without first giving Executive written notification of the acts or omissions constituting Cause and a reasonable cure period of not less than 10 days following such notice to the extent such events are curable (as determined by the Company).