Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause. For purposes of this Agreement, “Cause” means # gross incompetence, gross negligence, or willful misconduct in connection with the performance of the Executive’s duties or breach of a fiduciary duty owed to the Company or any affiliated company; # conviction of or entering of a guilty plea or a plea of no contest with respect to a felony or a crime of moral turpitude or commission of an act of embezzlement or fraud against the Company or any affiliated company; # any material breach by the Executive of a material term of this Agreement, including, without limitation, material failure to perform a substantial portion of his/her duties and responsibilities hereunder; or # deliberate dishonesty of the Executive with respect to the Company or any affiliated company.

Termination by Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: # the Executive’s dishonest statements or acts with respect to the Company, any affiliate of the Company or any of the Company’s current or prospective customers, suppliers, vendors or other third parties with which such entity does business; # the Executive’s commission of a felony or any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; # the Executive’s failure to perform his assigned duties to the reasonable satisfaction of the Company, which failure, if curable, continues, in the reasonable judgment of the Company, after written notice given to the Executive by the Company; # the Executive’s gross negligence, willful misconduct or insubordination with respect to the Company or any affiliate of the Company; or # the Executive’s violation of any provision of any agreement(s) between the Executive and the Company relating to noncompetition, nondisclosure and/or assignment of inventions.

"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) .

Termination by Company for Cause. The Company and the Employer may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: # an act of gross misconduct by Executive in connection with the performance of his duties, which results in, or is reasonably likely to result in, material injury or reputational harm to the Company or the Employer: # misappropriation of funds or property of the Company or the Employer or any of its or their subsidiaries or affiliates other than the occasional, customary and de minimis use of Company or Employer property for personal purposes; # the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or # a material breach of the Executive’s obligations under a written agreement with the Company and the Employer, including without limitation, such a breach of this Agreement including without limitation, a material breach of Section 7 of this Agreement; provided that in the cases covered by clauses (i) and (iv), the Executive first shall have received written notice of the misconduct or breach alleged to constitute Cause and shall have failed to cure such misconduct or breach within 30 days following receipt of such notice from the Company. If the Executive cures the Cause condition within said 30-day period, Cause shall be deemed not to have occurred.

Cause. The Company may at any time by written notice to the Executive terminate the Term for “Cause” (as defined below) and, upon such termination, this Agreement shall terminate, and the Executive shall be entitled to receive no further amounts or benefits hereunder, except for any Base Salary earned but not paid prior to such termination. For the purposes of this Agreement, “Cause” means: # Executive’s failure or refusal to perform Executive’s duties under this Agreement (other than as a result of total or partial incapacity due to physical or mental illness); # any act by or omission of Executive constituting gross negligence or willful misconduct in connection with the performance of Executive’s duties that could reasonably be expected to materially injure the reputation, business or business relationships of the Company or any of its affiliates; # perpetration of an intentional and knowing fraud against or affecting the Company or any of its affiliates or any customer, client, agent, or employee thereof; # the commission by or indictment of Executive for # a felony or # any misdemeanor involving moral turpitude, deceit, dishonesty or fraud (“indictment,” for these purposes, meaning a United States-based indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made); # a material breach of the Company’s policies that results in financial or reputational harm to the Company; or # the breach of a

Termination for Cause. The Company may terminate Executive’s employment and this Agreement for Cause (as defined below) immediately upon notice to the Executive. Such notice shall specify in reasonable detail the nature of the Cause. For purposes of this Agreement, “Cause” means any of the following, as determined by the Company in its reasonable judgment, exercised in good faith: # Executive’s conviction of, or plea of guilty or nolo contendere to, a crime, the circumstances of which are substantially related to Executive’s duties or responsibilities; # theft, conversion, embezzlement or misappropriation by Executive of funds or other assets of the Company Group or any other act of fraud or dishonesty with respect to the Company Group; # Executive’s willful misconduct, including any intentional, grossly negligent, or unlawful misconduct by Executive that the Company reasonably believes could be detrimental to the Company in a non-immaterial manner, or reflect poorly on the Company; # Executive’s

Cause. The Company may terminate the Executive’s employment hereunder for Cause effective immediately upon notice. For purposes of this Agreement, the Company shall have “Cause” to terminate the Executive’s employment hereunder: # if the Executive engages in conduct which has caused or is reasonably likely to cause demonstrable and serious injury to Company; # if the Executive is convicted of a felony as evidenced by a binding and final judgment, order, or decree of a court of competent jurisdiction; # for the Executive’s failure or refusal to perform Executive’s duties or responsibilities hereunder as determined by the Company’s Chief Executive Officer in good faith, if such failure or refusal continues for a period of ten (10) days after written notice of the same to the Executive; # for gross incompetence; # for the Executive’s violation of this Agreement including, without limitation, Section 5 hereof; # for chronic absenteeism; # for use of illegal drugs; # for insobriety by the Executive while performing Executive’s duties hereunder; and # for any act of dishonesty or falsification of reports, records, or information submitted by the Executive to the Company.

Cause. The Company may terminate the Executive’s employment at any time, with Cause. For purposes of this Agreement, “Cause” shall mean the occurrence of any of the following: # the Executive’s failure (except where due to a disability contemplated by subsection # hereof), neglect or refusal to perform the duties required under this Agreement, # any breach of this Agreement by the Executive (or any grossly negligent, willful or intentional act of the Executive) that injures the reputation or business of the Company or its affiliates in any material respect; # material breach by the Executive of his obligations under this Agreement; # Executive’s gross negligence in the performance of, or intentional, material nonperformance of, any of Executive’s material duties and responsibilities hereunder, which continues for ten (10) days after receipt of written notice of need to cure; # Executive’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company; # the Executive’s indictment of, conviction of or pleading of no contest to a felony or any misdemeanor involving fraud; # the commission by the Executive of an act of fraud or embezzlement, or any other act involving the misappropriation of funds or assets; or # chronic alcohol abuse or illegal drug use by Executive. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. Cause shall not exist pursuant to [clause (i), (ii), (iii) or (iv) of this Section 6(c)] unless the Executive has failed to correct the activity alleged to constitute Cause within ten (10) days following written notice from the Company of such activity, which notice shall specifically set forth the nature of such activity and the corrective action reasonably sought by the Company. Notwithstanding the foregoing, the termination of the Executive’s employment for Cause shall be pursuant to the action of the Board of Directors, taken in conformity with the Bylaws of the Company. In the event of Executive’s termination for Cause as set forth above, Executive shall not be entitled to any severance compensation.

Cause. The Company may terminate the Executive’s employment at any time, with Cause. For purposes of this Agreement, “Cause” shall mean the occurrence of any of the following: # the Executive’s failure (except where due to a Disability contemplated by subsection # hereof), neglect, or refusal to perform his material duties hereunder; # any breach of this Agreement by the Executive (or any grossly negligent, willful or intentional act of the Executive); # material breach by the Executive of his obligations under this Agreement; # Executive’s gross negligence in the performance or intentional, material nonperformance of any of Executive’s material duties and responsibilities hereunder; # Executive’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company; # the Executive’s conviction of, or pleading of no contest to a felony or any misdemeanor involving fraud; # the commission by the Executive of an act of fraud or embezzlement, or any other act involving the misappropriation of funds or assets of the Company; or # Executive’s violation of the Company’s then existing drug and alcohol policy, but only after Executive has been provided the opportunity to obtain treatment and rehabilitation for any substance abuse problem that led to such violation and Executive has refused to obtain such treatment, failed to complete it, or engaged in a second violation after treatment and rehabilitation. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, Cause shall not exist pursuant to [clauses (i), (ii), (iii), (iv), (v), or (vii) of this Section 6(c)] unless the Executive’s acts or omissions have injured the reputation or business of the Company or its affiliates in any material respect. In addition, Cause shall not exist pursuant to [clauses (i), (ii), (iii), (iv), (v), or (vii) of this Section 6(c)] unless the Executive has failed to correct the activity alleged to constitute Cause within ten (10) days following written notice from the Company of such activity, which notice shall specifically set forth the nature of such activity and the corrective action reasonably sought by the Company. Notwithstanding the foregoing, the termination of the Executive’s employment for Cause shall be pursuant to the action of the Board of Directors, taken in conformity with the Bylaws of the Company. In the event of Executive’s termination for Cause as set forth above, Executive shall receive the Accrued Compensation, but shall not be entitled to any severance compensation.

At any time during the Employment Period, the Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: # the willful and continued failure of the Executive to perform substantially his duties and responsibilities for the Company (other than any such failure resulting from the Executive’s death or Disability) after a written demand by the Board for substantial performance is delivered to the Executive by the Company, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties and responsibilities, which willful and continued failure is not cured by the Executive within thirty (30) days following his receipt of such written demand; # the conviction of, or plea of guilty or nolo contendere to, a felony, or # fraud, dishonesty or gross misconduct which is materially and demonstratively injurious to the Company. Termination under [clauses (b) or (c) of this Section 11(c)(1)] shall not be subject to cure.