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.

By the Company for Cause. The Company may terminate Employee’s employment for Cause upon notice to Employee setting forth in reasonable detail the nature of the Cause. The following as determined by the Board in its reasonable, good faith judgment, shall constitute "Cause" for termination: # material or willful failure to perform duties reasonably expected and/or requested of Employee (other than by reason of disability) if not cured within 30 days of written notice of such failure; # material breach of this Agreement or any other agreement between Employee and the Company, including but not limited to the Confidential Information, Non-Disclosure, Non-Solicitation, Non-Compete and Rights to Intellectual Property Agreement if not cured within 30 days of receipt of written notice of such breach; # commission of, or plea of nolo contendere to, a felony or other crime involving moral turpitude; # commission of fraudulent or other illegal act in commission of Employee’s duties or otherwise with respect to the Company; # failure to adhere to moral and ethical business principles consistent with the Company’s Code of Business Conduct and/or policies in effect from time to time; or # engaging in an act or series of acts constituting misconduct resulting in a misstatement of the Company's financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of the Sarbanes-Oxley Act of 2002; or # other conduct that is or could reasonably be expected to be harmful to the interests or reputation of the Company.

By the Company for Cause. The Company may terminate Employee’s employment for Cause upon notice to Employee setting forth in reasonable detail the nature of the Cause. The following, as determined by the Board in its reasonable, good faith judgment, shall constitute "Cause" for termination: # material or willful failure to perform duties reasonably expected and/or requested of Employee (other than by reason of disability) if not cured within 30 days of written notice of such failure; # material breach of this Agreement or any other agreement between Employee and the Company, including but not limited to any Confidential Information, Non-Disclosure, Non-Solicitation, Non-Compete, and Rights to Intellectual Property Agreement if not cured within 30 days of written notice of such breach; # commission of, or plea of nolo contendere to, a felony or other crime involving moral turpitude; # commission of fraudulent or illegal act in commission of Employee’s duties or otherwise with respect to the Company; # failure to adhere to moral and ethical business principles consistent with the Company’s Code of Business Conduct and/or policies in effect from time to time; # engaging in an act or series of acts constituting misconduct resulting in a misstatement of the Company's financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of the Sarbanes-Oxley Act of 2002; or # other conduct that is or could reasonably be expected to be harmful to the interests or reputation of the Company.

By the Company for Cause. The Company may terminate Employee’s employment for Cause upon notice to Employee setting forth in reasonable detail the nature of the Cause. The following, as determined by the Board in its reasonable, good faith judgment, shall constitute "Cause" for termination: # material or willful failure to perform duties reasonably expected and/or requested of Employee (other than by reason of disability) if not cured within 30 days of written notice of such failure; # material breach of this Agreement or any other agreement between Employee and the Company, including but not limited to any Confidential Information, Non-Disclosure, Non-Solicitation, Non-Compete, and Rights to Intellectual Property Agreement if not cured within 30 days of written notice of such breach; # commission of, or plea of nolo contendere to, a felony or other crime involving moral turpitude; # commission of fraudulent or illegal act in commission of Employee’s duties or otherwise with respect to the Company; # failure to adhere to moral and ethical business principles consistent with the Company’s Code of Business Conduct and/or policies in effect from time to time; # engaging in an act or series of acts constituting misconduct resulting in a misstatement of the Company's financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of the Sarbanes-Oxley Act of 2002; or # other conduct that is or could reasonably be expected to be harmful to the interests or reputation of the Company.

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.

Termination by Company for Cause. The Company may terminate the Employee’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: # conduct by the Employee constituting a material act of misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds; # the commission by the Employee of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Employee that would reasonably be expected to result in material injury or reputational harm to the Company or any of its subsidiaries or affiliates if he were retained in his position; # a material violation by the Employee of the Company’s written employment policies; or # failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

Termination for Cause. The Company may terminate the Employee’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: # conduct by the Employee constituting a material act of misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; # the commission by the Employee of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Employee that would reasonably be expected to result in material injury or reputational harm to the Company or any of its subsidiaries or affiliates if he were retained in his position; # continued non-performance by the Employee of his duties hereunder (other than by reason of the Employee’s physical or mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such non-performance from the CEO; # a breach by the Employee of any of the provisions contained in Section 7 of this Agreement; # a material violation by the Employee of the Company’s written employment policies; or # failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

Section # By The Company For Cause. The employment of the Employee may be terminated by the Company for Cause (as defined below) immediately at any time effective upon written notice to the Employee. For purposes hereof, the term "Cause" shall mean that the Company has determined that any one or more of the following has occurred: # Employee's willful engagement in dishonesty, illegal conduct or gross misconduct, which is, in each case, materially injurious to the Company or any affiliate; # Employee's willful and deliberate insubordination; # Employee's substantial malfeasance or nonfeasance of duty; # Employee's deliberate unauthorized disclosure of confidential information; # Employee's embezzlement, misappropriation or fraud, whether or not related to Employee's employment with the Company; # Employee's material breach of Section 10 or 11 of this Agreement; # the Employee's repeated, substantial and material breach of another material provision of this Agreement, which causes actual and material harm to the Company; or # the Employee shall have been convicted of, or shall have pleaded guilty or nolo contendere to, any felony or a crime involving moral turpitude. In all cases, the Company shall provide Employee with a description of the specific conduct or events that the Company believes constitutes Cause and, in case of (ii), (iii), (vi) (for the avoidance of doubt, [clause (iv) of this Section 7.03] shall independently apply from clause (vi) in relation to this sentence) or # above. Employee shall have thirty (30) days to effect a cure of the claimed conduct or events.

Termination for Cause. The Company may terminate Employee’s employment under this Agreement for Cause or without Cause. For purposes of this Agreement, “Cause” shall mean any of the following: # the commission of any act of fraud, embezzlement or willful dishonesty by Employee which adversely affects the business of the Company; # any unauthorized use or disclosure by Employee of confidential information or trade secrets of the Company, including, without limitation, any material breach of the PIIA (as defined in Section 6); # a material breach by Employee of any provision of this Agreement or any other agreement between Employee and the Company; # the refusal or omission by Employee to perform any lawful duties properly required of his under this Agreement, provided that any such failure or refusal has been communicated to Employee in writing and Employee has been provided a reasonable opportunity to correct it, if correction is possible; # any act or omission by Employee involving malfeasance or gross negligence in the performance of Employee’s duties to, or material deviation from any of the policies or directives of, the Company, provided, however, that in the case of deviations from policies or directives, # the Company must give Employee notice of such deviations within thirty (30) days of the Company becoming aware of such an occurrence, # Employee must be given thirty (30) days to cure or correct the deviation, if curable, and # Employee may only be terminated if the deviation remains uncured after thirty (30) days, if curable, following written notice and upon the approval of the Board of Directors; # conduct on the part of Employee which constitutes the breach of any statutory or common law duty of loyalty to the Company; or # any illegal act by Employee which the Board determines adversely affects the business of the Company, or any felony committed by Employee, as evidenced by conviction thereof.

Notwithstanding anything to the contrary herein, the Company may terminate the Employee’s employment for Cause without advance notice and without derogating from any remedy to which the Company may be entitled. A termination for "Cause" is, for the purpose of this Agreement, termination due to: # the Employee's willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to any member of the Company Group, including, without limitation, embezzlement of funds of the Company Group; # the Employee's material breach of # the terms and conditions of this Agreement and any exhibits or annexes hereto, # any material Codes or Policies, or # any other material employment-related agreement between the Employee and any member of the Company Group, in each case where Employee has failed to remedy such failure or refusal within 15 days following written notice from the Company to the Employee notifying him thereof (unless the Company determines in its reasonable discretion that such breach is of a kind that cannot be cured within such 15 day period); # a good-faith finding by Parent’s board of directors that the Employee # has failed to perform his reasonably assigned duties or has refused to use good-faith efforts to comply with the directives of Parent’s board of directors and # has failed to remedy such failure or refusal within 15 days following written notice from the Company to the Employee notifying him thereof; # the Employee's involvement in any other act or engagement in any other conduct which, as determined by Parent’s board of directors, constitutes a breach of trust between himself and the Company Group or could cause grave injury to the Company Group, monetarily or otherwise; # the Employee is indicted of, or pleads guilty or nolo contendere (or any analogous pleading) to, any crime involving moral turpitude or any felony; # the Employee is adjudicated bankrupt or makes any arrangement or composition with the Employee’s creditors; or # the Employee becomes of unsound mind or is committed as patient for the purposes of any legislation relating to mental health.