“Cause” Defined. “Cause” for termination by the Company or any of its affiliates of your employment or service shall mean: # failure by you to perform the essential functions of your position with the Company or any of its affiliates, other than any failure resulting from your incapacity due to physical or mental disability, it being understood that a reasonable, good faith attempt to perform but failure to do so will not be deemed a failure to perform essential functions; # failure to comply with any lawful directive by the Board of Directors of the Company (the “Board”), it being understood that a reasonable, good faith attempt to comply with such directive but failure to do so will not be deemed a failure to comply for purposes of this definition of "Cause"; # a material violation by you of the corporate governance guidelines, code of ethics, insider trading policy, governance policy, or other policy of the Company or any of its affiliates; # a breach of any fiduciary duty to the Company or any of its affiliates; # misconduct in the course and scope of employment by you that is injurious to the Company or any of its affiliates from a monetary or reputational standpoint in any material respect; # any attempt to willfully obtain any personal profit from any transaction which is adverse to the interests of the Company or any of its affiliates or in which the Company or any of its affiliates has an interest or any act of fraud or embezzlement against the Company or any of its affiliates or any of their respective customers or suppliers; # a breach by you of any of the covenants contained in any employment, severance or other agreement applicable to you; # the repeated use of alcohol or abuse of prescription drugs by you that interferes with your duties, the use of illegal drugs by you, or a violation by you of the drug and/or alcohol policies of the Company or any of its affiliates; # violation of any applicable law, rule or regulation, including without limitation the Sarbanes-Oxley Act of 2002 or other federal or state securities law, rule, or regulation, in each case, that is injurious to the Company or any of its affiliates from a monetary or reputational standpoint in any material respect; or # the conviction or plea of guilty or nolo contendere to a felony or a misdemeanor involving moral turpitude. For purposes of this definition following a Change in Control, the Board’s determination of "Cause" must be made in good faith and will be binding on you.

“Cause” means, as determined in good faith by the Board, # your substantial failure to perform, or willful misconduct or substantial negligence in the performance of, your duties and responsibilities to the Company and its Affiliates; # your refusal or substantial failure to comply in any material respect with the legal directives of the Board, or a material breach of this Agreement or any written policy of the Company or Parent; # your deliberate attempt to do injury to the Company, Parent or any of their respective Affiliates; # your commission of any act of fraud, willful misrepresentation, misappropriation, embezzlement or any act of similar gravity involving moral turpitude; # your abuse of controlled substances or alcohol which impairs the goodwill or business of the Company, Parent or any of their respective Affiliates or causes material damage to its property, goodwill or business or impairs your fulfillment of your responsibilities to the Company, Parent or any of their respective Affiliates; # your commission of, or plea of nolo contendere to, a felony; or # your material breach of any agreement between you and the Company or any Affiliate; provided, that, if you are party to a written employment agreement with the Company or one of its Affiliates that contains a definition of “Cause”, the definition set forth in such agreement shall apply during the term of such agreement.

Definition of Cause. For purposes of this Agreement, “Cause” shall mean one or more of the following: # your willful failure substantially to perform your duties and responsibilities to the Company or deliberate violation of a Company policy; # your commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; # your unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom you owe an obligation of nondisclosure as a result of your relationship with the Company; or # your willful breach of any of your obligations under any written agreement or covenant with the Company. The determination as to whether you are being terminated for Cause shall be made in good faith by the Company. The foregoing definition does not in any way limit the Company’s ability to terminate your employment at any time.

Definition of Cause. For purposes of this Agreement, "Cause" shall mean one or more of the following: # your willful failure substantially to perform your duties and responsibilities to the Company or deliberate violation of a Company policy; # your commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; # your unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom you owe an obligation of nondisclosure as a result of your relationship with the Company; or # your willful breach of any of your obligations under any written agreement or covenant with the Company. The determination as to whether you are being terminated for Cause shall be made in good faith by the Company. The foregoing definition does not in any way limit the Company's ability to terminate your employment at any time.

“Cause” shall have the meaning set forth in any effective employment agreement between the Company or any of its Subsidiaries or Affiliates on the one hand, and you on the other hand, or if no such employment agreement is in effect that contains a definition of “Cause”, then Cause shall mean the occurrence of any one or more of the following events: (i) a conviction of or pleading guilty to (A) a felony, or (B) a misdemeanor that causes or is reasonably likely to cause material harm to the business, financial condition or operating results of the Company or any of its Affiliates; (ii) theft, embezzlement or fraud committed by you in connection with the performance of your job duties; (iii) engaging in any activity that gives rise to a material conflict with the Company or any of its Affiliates; (iv) the misappropriation of any material business opportunity of the Company or any of its Subsidiaries or Affiliates; (v) any material failure to comply with, observe or carry out the rules, regulations, policies, directions, codes of ethics and/or conduct and restrictions applicable to team members generally or established or approved by the Board from time to time for executive officers of the Company or any of its Subsidiaries or Affiliates, including (without limitation), in any case, those regarding conflicts of interest; and (vi) substance abuse or use of illegal drugs that materially impairs the performance of your job duties or causes or is likely to cause material harm to the business, financial condition or operating results of the Company or any of its Affiliates. In order to terminate you for Cause, (I) the Company must deliver a written notice of its intent to terminate you for Cause, (II) you must be given a reasonable opportunity to cure any such acts or omissions (if curable) that constitute “Cause” within 30 days after receipt of such notice, and (III) you must have failed to timely cure any such acts or omissions.

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.

3 | Page 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” for termination will mean any one or more of the following: # your willful failure to substantially perform your duties and responsibilities to the Company or deliberate violation of a Company policy; # your commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; # unauthorized use or disclosure by you of any proprietary information or trade secrets of the Company or any other party to whom you owe an obligation of nondisclosure as a result of your relationship with the Company; or # your willful breach of any of your obligations under any written agreement or covenant with the Company.

Cause. For purposes of this Agreement, “Cause” for termination shall mean: # the continued failure by you to substantially perform your duties with the Company or any Subsidiary or Affiliate (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to you by the Company, or Subsidiary or Affiliate, that specifically identifies the alleged manner in which you have not substantially performed your duties and after you have been provided with a thirty (30) day cure period, or your deliberate violation of a Company policy; # the engaging by you in illegal conduct or misconduct (including fraud, embezzlement, theft or dishonesty or material violation of any Company policy), or gross negligence, in any case that has caused or is reasonably expected to result in injury to the Company or any Subsidiary or Affiliate; # your commission of, or plea of no contest to, a felony or any misdemeanor crime involving fraud, moral turpitude or dishonesty; # your material breach of any written agreement or restrictive covenants with the Company or # violation of any law, rule or regulation (collectively, “Law”) relating in any way to the business or activities of the Company or any Subsidiary or Affiliate, or other Law that is violated, during the course of your performance of services hereunder that results in your regulatory suspension or disqualification, including, without limitation, the Generic Drug Enforcement Act of 1992, 21 U.S.C. § 335(a), or any similar legislation applicable in the United States or in any other country where the Company or any Subsidiary or Affiliate intends to develop its activities.

“Cause” shall be determined by the Board in the exercise of good faith and reasonable judgment and shall mean # failure of the Employee to perform his duties or responsibilities or to follow the lawful and reasonable direction of the Board or the Company’s senior management, as the case may be; # the Employee’s material violation of the written policies or procedures of the Company or its affiliates; # the Employee’s engaging in fraud, willful misconduct, dishonesty or any other knowing or willful conduct that has caused or is reasonably expected to result in material injury or reputational harm to the Company or any of its affiliates; # any breach by the Employee of any fiduciary duty owed to the Company any of its affiliates; # the Employee’s commission of, or entering a plea of guilty or nolo contendere to, # a crime that constitutes a felony in the jurisdiction involved or # a misdemeanor involving moral turpitude, deceit, dishonesty or fraud; # any material breach by the Employee of any of his obligations under this Agreement or under any other written agreement or covenant with the Company or any of its affiliates; # the Employee’s misappropriation, theft or embezzlement of funds or property; # the Employee’s insubordination or gross negligence in connection with his employment or the performance of his duties; # the Employee’s knowing or intentional failure or unwillingness to cooperate with any internal investigation or investigation by regulatory or law enforcement authorities, or knowing or intentional destruction or failure to preserve documents or other materials relevant to such investigation, or the knowing or intentional inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation; or # the Employee’s violation of federal or state banking laws or suspension or removal by any federal or state banking regulator. Except in the event of a failure, violation or breach that, by its nature, cannot reasonably be expected to be cured, if a termination for Cause is based on items [(i), (ii) or (vi) above], the Board shall not make any such determination without first providing the Employee with a written notice of the reason(s) that the Board believes Cause exists and giving the Employee a reasonable period within which to cure or to take substantial steps to cure or remediate the results or actions underlying or constituting Cause.