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” means # Employee’s conviction (including a guilty plea or plea of nolo contendere) of any felony or any other crime involving fraud, dishonesty or moral turpitude; # Employee’s commission or attempted commission of or participation in a fraud or act of dishonesty or misrepresentation against the Company that results (or could reasonably be expected to result) in material harm or injury to the business or reputation of the Company; # Employee’s material violation of any contract or agreement between Employee and the Company, or of any Company policy, or of any statutory duty Employee owes to the Company; or # Employee’s conduct that constitutes gross insubordination, incompetence or habitual neglect of duties and that results in (or could reasonably be expected to have resulted in) material harm to the business or reputation of the Company. The determination as to whether an Employee is being terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Employee. The foregoing definition does not in any way limit the Company’s ability to terminate an Employee’s employment or consulting relationship at any time as provided in Section 14 above, and the term “Company” will be interpreted to include any Subsidiary or Parent, as appropriate. Notwithstanding the foregoing, the foregoing definition of “Cause” may, in part or in whole, be modified or replaced in each individual employment agreement or Award Agreement with any Employee, provided that such document supersedes the definition provided in this Section 21.5.

“Cause” means # Employee’s conviction (including a guilty plea or plea of nolo contendere) of any felony or any other crime involving fraud, dishonesty or moral turpitude; # Employee’s commission or attempted commission of or participation in a fraud or act of dishonesty or misrepresentation against the Company that results (or could reasonably be expected to result) in material harm or injury to the business or reputation of the Company; # Employee’s material violation of any contract or agreement between Employee and the Company, or of any Company policy, or of any statutory duty Employee owes to the Company; or # Employee’s conduct that constitutes gross insubordination, incompetence or habitual neglect of duties and that results in (or could reasonably be expected to have resulted in) material harm to the business or reputation of the Company. The determination as to whether an Employee is being terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Employee. The foregoing definition does not in any way limit the Company’s ability to terminate an Employee’s employment or consulting relationship at any time as provided in Section 14 above, and the term “Company” will be interpreted to include any Subsidiary or Parent, as appropriate. Notwithstanding the foregoing, the foregoing definition of “Cause” may, in part or in whole, be modified or replaced in each individual employment agreement or Award Agreement with any Employee, provided that such document supersedes the definition provided in this Section 21.5.

Definition of Cause. As used herein, the term “Cause” shall mean: # fraud, embezzlement, or illegal misconduct in connection with Employee’s duties under this Agreement; # Employee’s commission of, or plea of guilty or nolo contendere to, a crime that constitutes a felony (excluding minor traffic violations); # willful misconduct or gross negligence that is materially injurious to Company’s business, reputation or affairs; # alcohol or substance abuse that materially interferes with the performance by Employee of his duties or obligations; # repeated absence from work during normal business hours for reasons other than permitted absence; # violation of this Agreement or any other material agreement between Employee and Company; # repeated violation of any of the material policies or practices of Company (including but not limited to discrimination or harassment), or a single serious violation of such policies or practices that Company, in its discretion, determines is materially injurious to the business or reputation of Company; or # material failure or refusal to perform the duties and obligations delegated to Employee commensurate with Employee’s position as an employee of Company, which, if capable of being cured, continues after # Company delivers a written notice to Employee describing such failure or refusal, and # Employee has failed to cure such failure or refusal after a reasonable time period determined by Company in its reasonable discretion (not to be less than 30 days)

Cause. For purposes of this Agreement, “Cause” means the occurrence of any of the following after the Effective Date # Employee’s persistent failure to carry out any lawful duties of Employee or any lawful directions of the CEO reasonably consistent with Employee’s duties; provided, however, that Employee has been given reasonable notice of the specific failure and an opportunity to correct such failure within ten (10) business days from the date of the notice; # Employee’s conviction of or plea of nolo contendere to a felony, which has had or will have a detrimental effect on the Company’s reputation or business, # Employee engaging in an act of gross negligence or willful misconduct in the performance of his employment obligations and duties, # Employee’s commission of an act of fraud against the Company or willful misappropriation of property belonging to the Company; # Employee engaging in any other willful misconduct that has caused or will cause material harm to the Company’s reputation or business; or # Employee’s material breach of the Restrictive Covenants Agreement or the Prior Exhibits. No act or failure to act will be considered “willful” unless Employee has acted, or failed to act, with a lack of good faith and with a lack of reasonable belief that Employee’s action or failure to act was in the best interest of the Company or any of its affiliates.

For Cause. The Company may terminate this Agreement and Employee’s employment for “Cause” by providing written notice of such termination to Employee. For purposes of this Agreement, “Cause” shall mean: # Employee willfully breaches or habitually neglects the duties that Employee is required to perform under this Agreement; # Employee commits an intentional act of moral turpitude that has a material detrimental effect on the reputation or business of the Company; # Employee is convicted of a felony or commits any material act of dishonesty, fraud or intentional misrepresentation; # Employee engages in an unauthorized disclosure or use of inside information, trade secrets or other confidential information; or # Employee willfully breaches a fiduciary duty, or violates any law, rule or regulation, which breach or violation results in a material adverse effect on the Company. If the Company decides to terminate Employee’s employment for Cause, the Company will provide Employee with notice specifying the grounds for termination, accompanied by a brief written statement of the relevant facts supporting such grounds.

Definition - Cause. For purposes of this Agreement, "Cause" for the termination of the Employee's employment hereunder shall be deemed to exist if, in the reasonable judgment of the Company's Chief Executive Officer (CEO): # the Employee commits fraud, theft or embezzlement against the Company or any subsidiary or affiliate thereof; # the Employee commits a felony or a crime involving moral turpitude; # the Employee breaches any non­ competition, confidentiality or non-solicitation agreement with the Company or any subsidiary or affiliate thereof; # the Employee breaches any of the terms of this Agreement and fails to cure such breach within 30 days after the receipt of written notice of such breach from the Company; or # the Employee engages in gross negligence or willful misconduct that causes harm to the business and operations of the Company or a subsidiary or affiliate thereof.

For purposes of this Agreement, "Cause" shall mean a termination of your employment based upon a finding by a majority of the Board of Directors of the Company or its successor, acting in good faith and based on its reasonable belief at the time, that you # have refused to perform the explicitly stated or reasonably assigned lawful and material duties required by your position (other than by reason of a disability or analogous condition); # have committed or engaged in a material act of theft, embezzlement, dishonesty or fraud, a breach of confidentiality, an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information; # have breached a material fiduciary duty, or willfully and materially violated any other duty, law, rule, or regulation relating to the performance of your duties to the Company or material policy of the Company or its successor; # have been convicted of, or pled guilty or nolo contendere to, misdemeanor involving moral turpitude or a felony; # have willfully and materially breached any of the provisions of any agreement with the Company or its successor which causes material injury to the Company; # have willfully engaged in unfair competition with, or otherwise acted intentionally in a manner materially injurious to the reputation, business or assets of, the Company or its successor; or # have improperly induced a vendor or customer to break or terminate any material contract with the Company or its successor or induced a principal for whom the Company or its successor acts as agent to terminate such agency relationship. “Cause” shall only exist if the Company first provides you with written notice of any claimed ground for Cause and an opportunity to cure such ground, if curable, for thirty (30) days. For purposes of this Agreement, no act or failure to act on your part will be considered “willful” unless it is done, or omitted to be done, by you intentionally, not in good faith and without reasonable belief that the action or omission was in the best interest of the Company.

Definition of Cause. For purposes of this Agreement, “Cause” means any of the Employee’s: # conviction of a felony, or plea of guilty or nolo contendere to, any felony or any crime of moral turpitude; # repeated intoxication by alcohol or drugs during the performance of the Employee’s duties; # embezzlement or other willful and intentional misuse of any of the funds of the Company or its direct or indirect subsidiaries, # commission of a demonstrable act of fraud; # willful and material misrepresentation or concealment on any written reports submitted to the Company or its direct or indirect subsidiaries; # material breach of this Agreement; # failure to follow or comply with the reasonable, material and lawful written directives of the Board; or # conduct constituting a material breach of the Company’s then-current code of conduct or other similar written policy which has been provided to the Employee.

Definition of Cause. For purposes of this Agreement, “Cause” means any of the Employee’s: # conviction of a felony, or plea of guilty or nolo contendere to, any felony or any crime of moral turpitude; # repeated intoxication by alcohol or drugs during the performance of the Employee’s duties; # embezzlement or other willful and intentional misuse of any of the funds of the Company or its direct or indirect subsidiaries, # commission of a demonstrable act of fraud; # willful and material misrepresentation or concealment on any written reports submitted [[Organization A:Organization]] or its direct or indirect subsidiaries; # material breach of this Agreement; # failure to follow or comply with the reasonable, material and lawful written directives of the Board; or # conduct constituting a material breach of the Company’s then-current code of conduct or other similar written policy which has been provided [[Organization A:Organization]] Employee.

“Cause” means one or more of the following events: # your conviction of, or the entry of a pleading of guilty or nolo contendere to, any crime involving # fraud or embezzlement, or # any felony; # your willful failure to perform (other than by reason of disability), or gross negligence in the performance of, your duties and responsibilities as set forth in your job description; # a material breach by you of any provision of this Agreement, the Restrictive Covenant Agreement, or any of the other agreements you have with the Company; or # material fraudulent conduct by you with respect to the Company. Notwithstanding the foregoing, “cause” shall not be deemed a basis for the termination of your employment pursuant to clauses (ii) or (iii) of this paragraph unless # the Company determines that your past or anticipated activities have or will not cause imminent and material damage to the Company, # the Company provides you with written notice specifying in reasonable detail the alleged grounds for terminating your employment for “cause,” # you are given not less than thirty days after the receipt of such notice to cure the identified issues, to the extent such cure is reasonably practicable, and # the Company determines, in its reasonable determination, that the identified issues have not been remedied.