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” 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 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. 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.

Termination by Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: # Executive’s unauthorized use or disclosure of the Company’s Confidential Information (as defined in the Restrictive Covenants Agreement that is defined below), which use or disclosure causes material harm to the Company, # Executive’s material breach of any agreement between Executive and 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 Executive’s cooperation. Where the alleged Cause is susceptible of cure, the Company shall provide the Executive with written and reasonable notice specifying the facts constituting the alleged Cause and thirty (30) days opportunity to cure. Should the Company contend that the alleged Cause has not been cured, the Company shall so advise the Executive in writing and shall provide Executive with an opportunity to be heard by the Board before the Board determines whether Cause exists to terminate Executive’s employment pursuant to this subparagraph. Where the alleged Cause is not susceptible of cure, similarly the Company shall provide the Executive with written and reasonable notice specifying the facts constituting the alleged Cause and an opportunity to be heard by the Board before the Board determines whether Cause exists to determine Executive’s employment pursuant to this subparagraph.

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.

"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 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.

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” means a determination by the Board that the Executive’s employment with the Company or any Affiliate should be terminated as a result of # a material breach by the Executive of this Agreement, the Restrictive Covenant Agreement or any other agreement to which the Executive and the Company (or any such Affiliate) are parties, # any act or omission to act by the Executive that may have a material and adverse effect on the business of the Company, such Affiliate or any other Affiliate or on the Executive’s ability to perform services for the Company or any such Affiliate, including, without limitation, the commission of any crime (other than an ordinary traffic violation), or # any material misconduct or material neglect of duties by the Executive in connection with the business or affairs of the Company or any such Affiliate. If, subsequent to the Executive’s termination of employment for other than Cause, it is determined in good faith by the Board that the Executive’s employment could have been terminated for Cause, the Executive’s employment shall be deemed to have been terminated for Cause retroactively to the date the events giving rise to such Cause occurred.