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” 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” 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.

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” means # a breach by the Executive of a material provision of the Agreement; or # the willful and continued failure by the Executive to substantially perform his duties hereunder; or # any intentional misconduct by the Executive (including, but not limited to, misappropriation, fraud including with respect to the Company’s accounting and financial statements, embezzlement or conversion by the Executive of the Company’s or any of its Subsidiary’s property in connection with the Executive’s duties or in the course of the Executive’s employment with the Company) that causes (or can reasonably be expected to cause) material harm to the Company or any of its Subsidiaries, financially, reputationally or otherwise; or # the Executive's conviction, guilty plea or plea of nolo contendere for any crime involving financial impropriety, moral turpitude, or in any felony criminal proceeding, in each case that was materially detrimental to the Company's reputation or business; provided that, with respect to the actions, events or conditions described in [clauses (i) through (iv) above], any termination by the Company shall be presumed to be other than for Cause unless # the Company provides written notice to Executive of the applicable action, event or condition allegedly constituting Cause (which notice shall specify in reasonable detail the particulars of such action, event or condition), and # if such condition can be cured, rescinded or remedied, the Executive fails to cure, rescind or otherwise remedy the applicable action, event or condition described in such written notice within thirty (30) days after delivery of such written notice (or such longer period as the Company may agree in writing). For purposes of this Agreement, no act or failure to act on the part of the Executive shall be deemed “intentional” or “willful” if it was due primarily to an error in judgment or negligence, and any act or failure to act on the part of the Executive shall be deemed “intentional” or “willful” only if done or omitted to be done by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the interest of the Company. Failure to meet performance expectations, unless willful, continuing, substantial, and uncured after demand for cure to the extent such failure is curable, shall not be considered “Cause.”

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”, as determined by the Board acting in good faith and based on information then known to it, means: # Executive’s conviction (including a guilty plea or plea of nolo contendere) of any felony, or of any other crime involving fraud, dishonesty or moral turpitude; # Executive’s commission or attempted commission of or participation in a fraud or act of dishonesty against the Company; # Executive’s material violation of any written and fully executed contract or agreement between Executive and the Company, including without limitation, material breach of this Agreement or Executive’s Proprietary Agreement, or of any Company policy, or of any statutory duty Executive owes to the Company; or # Executive’s conduct that constitutes gross insubordination or habitual neglect of duties, provided, however, that the action or conduct described in [clause (iii) above] and this clause (iv) will constitute “Cause” only if such action or conduct causes (or is reasonably expected to cause) harm to the Company and continues after the Board has provided Executive with written notice thereof and thirty (30) days opportunity to cure the same (provided that the Board is not obligated to provide such written notice and opportunity to cure if the action or conduct is not reasonably susceptible to cure). The determination that a termination is for Cause shall be made by the Board in good faith.

“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).