CAUSE. For purposes of this Agreement, “Cause” means: # Employee’s fraud, embezzlement or misappropriation with respect to the Company; # Employee’s material breach of fiduciary duties to the Company; # Employee’s willful or negligent misconduct; # Employee’s material breach of this Agreement; # Employee’s willful failure or refusal to perform Employee’s material duties under this Agreement or failure to follow any specific lawful instructions of the Company; # Employee’s conviction or plea of nolo contendere in respect of a felony or of a misdemeanor involving moral turpitude; # Employee’s alcohol or substance abuse which has a material adverse effect on Employee’s ability to perform Employee’s duties under this Agreement; or # Employee’s engagement in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age or disability). In the event that the Company concludes that Employee has engaged in acts constituting Cause as defined in [clause (iii), (iv), (v), or (vii) above], prior to terminating this Agreement for Cause the Company will provide Employee with at least fifteen (15) days’ advance written notice of the specific circumstances constituting such Cause, and an opportunity to correct such circumstances.

CAUSE. For purposes of this Agreement, “Cause” means: # Employee’s fraud, embezzlement or misappropriation with respect to the Company; # Employee’s material breach of fiduciary duties to the Company; # Employee’s willful or negligent misconduct; # Employee’s material breach of this Agreement; # Employee’s willful failure or refusal to perform Employee’s material duties under this Agreement or failure to follow any specific lawful instructions of the Company; # Employee’s conviction or plea of nolo contendere in respect of a felony or of a misdemeanor involving moral turpitude; # Employee’s alcohol or substance abuse which has a material adverse effect on Employee’s ability to perform Employee’s duties under this Agreement; or # Employee’s engagement in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age or disability). In the event that the Company concludes that Employee has engaged in acts constituting Cause as defined in [clause (iii), (iv), (v), or (vii) above], prior to terminating this Agreement for Cause the Company will provide Employee with at least fifteen (15) days’ advance written notice of the specific circumstances constituting such Cause, and an opportunity to correct such circumstances.

CAUSE. For purposes of this Agreement, “Cause” means: # Employee’s fraud, embezzlement or misappropriation with respect to the Company; # Employee’s material breach of fiduciary duties to the Company; # Employee’s willful or negligent misconduct; # Employee’s material breach of this Agreement; # Employee’s willful failure or refusal to perform Employee’s material duties under this Agreement or failure to follow any specific lawful instructions of the Company; # Employee’s conviction or plea of nolo contendere in respect of a felony or of a misdemeanor involving moral turpitude; # Employee’s alcohol or substance abuse which has a material adverse effect on Employee’s ability to perform Employee’s duties under this Agreement; or # Employee’s engagement in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age or disability). In the event that the Company concludes that Employee has engaged in acts constituting in Cause as defined in [clause (iii), (iv), (v), or (vii) above], prior to terminating this Agreement for Cause the Company will provide Employee with at least fifteen (15) days’ advance written notice of the specific circumstances constituting such Cause, and an opportunity to correct such circumstances.

Cause. For purposes of this Agreement, “Cause” means the occurrence of any one or more of the following: # Employee’s conviction of or plea of guilty or nolo contendere to any felony or a crime of moral turpitude or dishonesty; # Employee’s willful and continued failure or refusal to follow lawful and reasonable instructions of the Company or lawful and reasonable policies and regulations of the Company or its affiliates; # Employee’s willful and continued failure to faithfully and diligently perform the assigned duties of Employee’s employment with the Company or its affiliates; # unprofessional, unethical, immoral or fraudulent conduct by Employee; # conduct by Employee that materially discredits the Company or any affiliate or is materially detrimental to the reputation, character and standing of the Company or any affiliate; or # Employee’s material breach of this Agreement, the Proprietary Agreement, or any applicable Company policies. An event described in Section 12.1(ii) through Section 12.1(vi) herein shall not be treated as “Cause” until after Employee has been given written notice of such event, failure, conduct or breach and Employee fails to cure such event, failure, conduct or breach within 30 calendar days from such written notice; provided, however, that such 30-day cure period shall not be required if the event, failure, conduct or breach is determined by the Company to be incapable of being cured.

Cause. For purposes of this Agreement, “Cause” for termination will mean: # the commission of an act of fraud, embezzlement or dishonesty by Employee that has a material adverse impact on the Company or any successor or affiliate thereof; # a conviction of, or plea of “guilty” or “no contest” to, a felony by Employee; # any unauthorized use or disclosure by Employee of confidential information or trade secrets of the Company or any successor or affiliate thereof that has a material adverse impact on any such entity; # Employee’s gross negligence, insubordination or material violation of any duty of loyalty to the Company or any other material misconduct on the part of Employee; # Employee’s ongoing and repeated failure or refusal to perform or neglect of Employee’s duties as required by this Agreement, which failure, refusal or neglect continues for fifteen (15) days following Employee’s receipt of written notice from the CEO or the Board stating with specificity the nature of such failure, refusal or neglect; or # Employee’s breach of any material provision of this Agreement, Employee Handbook, Code of Ethical Business Conduct or the Employee Proprietary Information and Inventions Agreement referred to in Section 5(b); provided, however, that prior to the determination that “Cause” has occurred, if the Board determines in good faith that Employee’s action or breach is remediable, the Company shall # provide to Employee in writing, in reasonable detail, the reasons for the determination that such “Cause” exists, # other than with respect to [clause (v) above] which specifies the applicable period of time for Employee to remedy his breach, afford Employee a reasonable opportunity to remedy any such breach, and only to the extent such breach is remediable, in the good faith determination of the Board, # provide Employee an opportunity to be heard prior to the final decision to terminate Employee’s employment hereunder for such “Cause” and # make any decision that such “Cause” exists in good faith.

For purposes of the Agreement, “Cause” shall be defined as follows: i. an act of fraud, embezzlement, or theft in connection with your duties or in the course of your employment with the Company; ii. willful and gross misconduct which results in material injury to the Company; iii. unauthorized disclosure by you of Company trade secrets or proprietary information; iv. violation, including a plea of nolo contendre by you of any federal, state, or local law, ordinance, rule, or regulation (other than traffic violations or similar offenses); v. any breach by you of corporate fiduciary duties owed to the Company; vi. willful failure or refusal by you to perform the duties required by your position with the Company; vii. refusal by you to assist in litigation, arbitration, or other disputes involving the Company so long as such assistance does not interfere with your ability to perform the duties of your position; or viii conviction of a felony. In the event Company believes “Cause” exists for terminating the Agreement pursuant to this Section, the Company shall give you written notice of the acts or omissions under sections “v” and “vi” above constituting “Cause” (“Cause Notice”), and no termination of the Agreement shall be effective unless and until you fail to cure such acts or omissions within fifteen (15) calendar days after receipt of the Cause Notice.

For purposes of this Agreement, “Cause” means any of the following: # Employee’s commission of theft, embezzlement, any other act of material dishonesty relating to his employment or service, or any willful violation of any law, rules or regulation applicable to the Company, including, but not limited to, those laws, rules or regulations established by the Securities and Exchange Commission (the “SEC”), or any self-regulatory organization having jurisdiction or authority over Employee or the Company, # Employee’s conviction of, or Employee’s plea of guilty or nolo contendere to, any felony or of any other crime involving fraud, material dishonesty or moral turpitude, # Employee’s material breach of this Agreement, or # Employee’s willful failure to perform the reasonable and customary duties of his position with the Company, which failure is not remedied within 10 business days after written demand by the board of directors of the Company (the “Board”) for substantial performance is received by Employee which specifically identifies the nature of such failure.

Cause. For purposes of this Agreement, “Cause” for termination will mean: # the commission of an act of fraud, embezzlement or dishonesty by Employee that has a material adverse impact on the Company or any successor or affiliate thereof; # a conviction of, or plea of “guilty” or “no contest” to, a felony by Employee; # any unauthorized use or disclosure by Employee of confidential information or trade secrets of the Company or any successor or affiliate thereof that has a material adverse impact on any such entity; # Employee’s gross negligence, insubordination or material violation of any duty of loyalty to the Company or any other material misconduct on the part of Employee; # Employee’s ongoing and repeated failure or refusal to perform or neglect of Employee’s duties as required by this Agreement, which failure, refusal or neglect continues for 15 days following Employee’s receipt of written notice from the CEO of any member of the Board stating with specificity the nature of

For purposes of this Agreement, “Cause” shall mean # Employee’s theft or embezzlement, or attempted theft or embezzlement, of money or property of Employer, their perpetuation or attempted perpetuation of fraud, or their participation in a fraud or attempted fraud, on Employer or their unauthorized appropriation of, or their attempt to misappropriate, any tangible or intangible assets or property of Employer, # any act or acts of disloyalty, misconduct or moral turpitude by Employee injurious to the interest, property, operations, business or reputation of Employer or their commission of a crime which results in injury to Employer, or # their willful disregard of lawful directive given by a superior or the Board or a violation of an Employer employment policy injurious to the interest of Employer. Employee may not be terminated for Cause under (ii) or (iii) unless provided prior written notice and the circumstance has not been cured within 10 business days. Cause shall not include termination due to death or disability.

For purposes of this Agreement, “Cause” shall mean # Employee’s theft or embezzlement, or attempted theft or embezzlement, of money or property of Employer, her perpetuation or attempted perpetuation of fraud, or her participation in a fraud or attempted fraud, on Employer or her unauthorized appropriation of, or her attempt to misappropriate, any tangible or intangible assets or property of Employer, # any act or acts of disloyalty, misconduct or moral turpitude by Employee injurious to the interest, property, operations, business or reputation of Employer or her commission of a crime which results in injury to Employer or # her willful disregard of lawful directive given by a superior or the Board or a violation of an Employer employment policy injurious to the interest of the Employer. Employee may not be terminated for cause under (ii) and (iii) unless provided written notice and the circumstance has not been cured within 10 business days. Cause shall not include termination due to Death or Disability.

For Cause. The Company may terminate this Agreement and the Employee's employment with the Company at any time for Cause. For purposes of this Agreement, "Cause" is defined as: # Employee's conviction of or plea of guilty or nolo contendere to a felony involving moral turpitude or which results in material harm to the Company, # Employee's fraud against the Company or any breach of fiduciary duty owed to the Company, # Employee's theft, misappropriation or embezzlement of the assets or funds of the Company or any customer, or engagement in misconduct that is materially injurious to the Company, (4)Employee's gross negligence of Employee's duties or willful misconduct in the performance of Employee's duties under this Agreement, and # Employee's material breach of this Agreement, including any violation of any of the restrictions set forth in Section 7, which, if capable of being cured, is not cured to the Board’s reasonable satisfaction within ten (10) business days after written notice thereof to the Employee.