Cause. “Cause” means the occurrence of any of the following: # Executive's conviction of, or plea of “no contest” to, a felony or any crime involving fraud or embezzlement; # Executive's intentional misconduct; # Executive’s material failure to perform his or her employment duties; # Executive’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company, or any of its subsidiaries, or any other party to whom Executive owes an obligation of nondisclosure as a result of his or her relationship with the Company or any of its subsidiaries; # an act of material fraud or dishonesty against the Company or any of its subsidiaries; # Executive's material violation of any policy of the Company or any of its subsidiaries or material breach of any written agreement with the Company or any of its subsidiaries; or # Executive’s failure to cooperate with the Company in any investigation or formal proceeding.

Cause. “Cause” means the occurrence of any of the following: # Executive’s conviction of, or plea of “no contest” to, a felony or any crime involving fraud or embezzlement ; # Executive’s intentional misconduct; # Executive’s material failure to perform his or her employment duties; # Executive’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company , or any of its subsidiaries, or any other party to whom Executive owes an obligation of nondisclosure as a result of his or her relationship with the Company or any of its subsidiaries; # an act of material fraud or dishonesty against the Company or any of its subsidiaries; # Executive’s material violation of any policy of the Company or any of its subsidiaries or material breach of any written agreement with the Company or any of its subsidiaries; or # Executive’s failure to cooperate with the Company in any investigation or formal proceeding.

Cause. “Cause” means: # an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee; # Executive’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude, or a material violation of federal or state law by Executive that the Board reasonably believes has had or will have a detrimental effect on the Company’s reputation or business; # Executive’s gross misconduct; # Executive’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom Executive owes an obligation of nondisclosure as a result of Executive’s relationship with the Company; # Executive’s willful breach of any obligations under any written agreement or covenant with the Company; or # Executive’s continued failure to perform his employment duties after Executive has received a written demand of performance from the Company that specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and has failed to cure such non-performance to the Company’s satisfaction within ten (10) business days after receiving such notice.

Cause. “Cause” will mean # any act of dishonesty or fraud taken by Executive in connection with his responsibilities as an employee other than immaterial, inadvertent acts that, if capable of cure, are promptly remedied by Executive following notice by the Company, # Executive’s breach of the fiduciary duty or duty of loyalty owed to the Company, or material breach of the duty to protect the Company’s confidential and proprietary information, # Executive’s conviction or plea of nolo contendere to a felony or to a crime involving fraud, embezzlement, misappropriation of funds or any other act of moral turpitude, # Executive’s gross negligence or willful misconduct in the performance of his duties, # Executive’s material breach of this Agreement or any other agreement with the Company or any material written policy of the Company; # Executive’s engagement in conduct or activities that result, or are reasonably likely to result, in negative publicity or public disrespect, contempt or ridicule of the Company that the Board reasonably believes will have a demonstrably injurious effect on the reputation or business of the Company or Executive’s ability to perform his duties (but excluding conduct and activities undertaken in good faith by Executive in the ordinary course of performing his duties or promoting the Company); # Executive’s willful failure to abide by the lawful and reasonable directives of the Company (other than any failure to achieve a lawful and reasonable directive following the expenditure by Executive of commercially reasonable best efforts); # Executive’s willful failure to materially perform the primary duties of Executive’s position.

“Cause” means the occurrence of any of the following: # the Executive’s conviction of, or plea of “no contest” to, a felony or any crime involving fraud or embezzlement; # the Executive’s intentional misconduct; # the Executive’s material failure to perform the Executive’s employment duties (other than as a result of a mental or physical incapacity that results in or would reasonably be expected to result in the Executive’s Disability); # the Executive’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other member of the Company Group or any other party to whom the Executive owes an obligation of nondisclosure as a result of the Executive’s relationship with the Company; # an act of material fraud or dishonesty against the Company or any other member of the Company Group; # the Executive’s material violation of any policy of the Company or any other member of the Company Group or material breach of any written agreement with the Company or any other member of the Company Group; or # the Executive’s failure to cooperate with the Company or any other member of the Company Group in any investigation or formal proceeding. The Company will not terminate the Executive’s employment for Cause without first providing the Executive with written notice specifically identifying the acts or omissions constituting the grounds for a Cause termination and, with respect to clauses (ii), (iii), (vi), and (vii), a reasonable cure period of not less than 10 business days following such notice to the extent such events are curable (as determined by the Company).

“Cause” means, with respect to Executive, the occurrence of any of the following events: # Executive’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; # Executive’s attempted commission of, or participation in, a fraud or act of dishonesty against the Company; # Executive’s intentional, material violation of any contract or agreement between Executive and the Company or of any statutory duty owed to the Company that has not been cured, if curable, within fifteen (15) days after written notice from the Board of such violation; # Executive’s unauthorized use or disclosure of the Company’s confidential information or trade secrets; or # Executive’s gross misconduct that has not been cured, if curable, within fifteen (15) days after written notice from the Board requesting that the Executive cure such misconduct.

Cause. “Cause” shall mean the following: # a willful breach in any material respect by Executive of a fiduciary duty to the Company, any Affiliate, or any member of the Partnership Group; # a conviction of Executive (or a plea of guilty or a plea of nolo contendere in lieu thereof) by a court of competent jurisdiction for any felony or, with respect to his employment, for a crime involving fraud, embezzlement, dishonesty or moral turpitude, from which conviction no further appeal may be taken; # the failure of the Executive to substantially follow the reasonable and lawful written instructions or policies of the Board or of the Company with respect to the services to be rendered and the manner of rendering such services by Executive; # the willful failure of Executive to render any material services to the Company, any Affiliate, or to any member of the Partnership Group in accordance with any employment or similar

“Cause” means the occurrence of any of the following: # any willful, material violation by the Executive of any law or regulation applicable to the business of any Company Group member, the Executive’s conviction for, or plea of guilty or no contest to, a felony or a crime involving moral turpitude, or any willful perpetration by the Executive of a common law fraud, # the Executive’s commission of an act of personal dishonesty which involves personal profit in connection with any Company Group member or any other entity having a business relationship with any Company Group member; # any material breach by the Executive of any provision of any agreement or understanding between any Company Group member and the Executive regarding the terms of the Executive’s service as an employee, officer, director or consultant to any Company Group member, including without limitation, the willful and continued failure or refusal of the Executive to perform the material duties required of the Executive as an employee, officer, director or consultant of any Company Group member, other than as a result of having a Disability, or a breach of any applicable invention assignment and confidentiality agreement or similar agreement between any Company Group member and the Executive, # the Executive’s disregard of the policies of any Company Group member so as to cause loss, damage or injury to the property, reputation or employees of any Company Group member, or # any other misconduct by the Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, any Company Group member.

Definition of Cause. For purposes hereof, “Cause” shall mean any one of the following: # Executive’s material violation of any applicable material law or regulation respecting the business of the Company; # Executive’s conviction of, or plea of nolo contendere to, a felony or other crime involving moral turpitude; # any act of dishonesty, fraud, or misrepresentation in relation to Executive’s duties to the Company which act is materially and demonstrably injurious to the Company; # Executive’s willful and repeated failure to perform in any material respect Executive’s duties hereunder after 15 days’ notice and an opportunity to cure such failure and a reasonable opportunity to present to the Board Executive’s position regarding any dispute relating to the existence of such failure (other than on account of disability); # Executive’s failure to attempt in good faith to implement a clear and reasonable directive from the CEO or to comply with any of the Company’s policies and procedures which failure is either material or occurs after written notice from the CEO; # any act of gross misconduct which is materially and demonstrably injurious to the Company; or # Executive’s breach of fiduciary duty owed to the Company.

Definition of Cause. For purposes hereof, “Cause” shall mean any one of the following: # Executive’s material violation of any applicable material law or regulation respecting the business of the Company; # Executive’s conviction of, or plea of nolo contendere to, a felony or other crime involving moral turpitude; # any act of dishonesty, fraud, or misrepresentation in relation to Executive’s duties to the Company which act is materially and demonstrably injurious to the Company; # Executive’s willful and repeated failure to perform in any material respect Executive’s duties hereunder after fifteen (15) days’ notice and an opportunity to cure such failure and a reasonable opportunity to present to the Board Executive’s position regarding any dispute relating to the existence of such failure (other than on account of disability); # Executive’s failure to attempt in good faith to implement a clear and reasonable directive from the CEO or to comply with any of the Company’s policies and procedures which failure is either material or occurs after written notice from the CEO; # any act of gross misconduct which is materially and demonstrably injurious to the Company; or # Executive’s breach of fiduciary duty owed to the Company.