Cause. For purposes of the Plan, the Company or an Employer will have “Cause” to terminate the Participant’s employment by reason of any of the following; provided, however, that determination of whether one or more of the elements of “Cause” has been met under the Plan shall be in the reasonable discretion of the Board in consultation with the Plan Administrator.

“Cause” means the definition set forth in a Participant’s employment agreement with the Company; provided, however, that in the absence of such definition, “Cause” in the context of a Participant’s employment termination, means the Company’s determination that the Participant has committed or engaged in any of the following:

“Cause” or “Termination for Cause” means: # If the Participant is subject to a written employment agreement (or other similar written agreement) with the Company or a Subsidiary that provides a definition of termination for “Cause,” then, for purposes of this Plan, the term “Cause” shall have meaning set forth in such agreement, and # In the absence of such a definition, “Cause” means # the conviction of the Participant of a felony or of any lesser criminal offense involving moral turpitude; # the willful commission by the Participant of a criminal or other act that, in the judgment of the Board, will likely cause substantial economic damage to the Company or any Subsidiary or substantial injury to the business reputation of the Company or any Subsidiary; # the commission by the Participant of an act of fraud in the performance of his duties on behalf of the Company or any Subsidiary; # the continuing willful failure of the Participant to perform his duties to the Company or any Subsidiary (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness) after written notice thereof; or # an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Participant’s Service with the Company.