Cause. The Company may terminate the Executive’s employment hereunder for Cause effective immediately upon notice. For purposes of this Agreement, the Company shall have “Cause” to terminate the Executive’s employment hereunder: # if the Executive engages in conduct which has caused or is reasonably likely to cause demonstrable and serious injury to Company; # if the Executive is convicted of a felony as evidenced by a binding and final judgment, order, or decree of a court of competent jurisdiction; # for the Executive’s failure or refusal to perform Executive’s duties or responsibilities hereunder as determined by the Company’s Chief Executive Officer in good faith, if such failure or refusal continues for a period of ten (10) days after written notice of the same to the Executive; # for gross incompetence; # for the Executive’s violation of this Agreement including, without limitation, Section 5 hereof; # for chronic absenteeism; # for use of illegal drugs; # for insobriety by the Executive while performing Executive’s duties hereunder; and # for any act of dishonesty or falsification of reports, records, or information submitted by the Executive to the Company.

Cause. The Company may terminate the Executive’s employment at any time, with Cause. For purposes of this Agreement, “Cause” shall mean the occurrence of any of the following: # the Executive’s failure (except where due to a disability contemplated by subsection # hereof), neglect or refusal to perform the duties required under this Agreement, # any breach of this Agreement by the Executive (or any grossly negligent, willful or intentional act of the Executive) that injures the reputation or business of the Company or its affiliates in any material respect; # material breach by the Executive of his obligations under this Agreement; # Executive’s gross negligence in the performance of, or intentional, material nonperformance of, any of Executive’s material duties and responsibilities hereunder, which continues for ten (10) days after receipt of written notice of need to cure; # Executive’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company; # the Executive’s indictment of, conviction of or pleading of no contest to a felony or any misdemeanor involving fraud; # the commission by the Executive of an act of fraud or embezzlement, or any other act involving the misappropriation of funds or assets; or # chronic alcohol abuse or illegal drug use by Executive. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. Cause shall not exist pursuant to [clause (i), (ii), (iii) or (iv) of this Section 6(c)] unless the Executive has failed to correct the activity alleged to constitute Cause within ten (10) days following written notice from the Company of such activity, which notice shall specifically set forth the nature of such activity and the corrective action reasonably sought by the Company. Notwithstanding the foregoing, the termination of the Executive’s employment for Cause shall be pursuant to the action of the Board of Directors, taken in conformity with the Bylaws of the Company. In the event of Executive’s termination for Cause as set forth above, Executive shall not be entitled to any severance compensation.

Termination for Cause. The Company may terminate Executive’s employment and this Agreement for Cause (as defined below) immediately upon notice to the Executive. Such notice shall specify in reasonable detail the nature of the Cause. For purposes of this Agreement, “Cause” means any of the following, as determined by the Company in its reasonable judgment, exercised in good faith: # Executive’s conviction of, or plea of guilty or nolo contendere to, a crime, the circumstances of which are substantially related to Executive’s duties or responsibilities; # theft, conversion, embezzlement or misappropriation by Executive of funds or other assets of the Company Group or any other act of fraud or dishonesty with respect to the Company Group; # Executive’s willful misconduct, including any intentional, grossly negligent, or unlawful misconduct by Executive that the Company reasonably believes could be detrimental to the Company in a non-immaterial manner, or reflect poorly on the Company; # Executive’s

By Company for Cause. The Company may, at any time, terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, the Company shall have “Cause” to terminate the Executive’s employment hereunder upon # conduct amounting to fraud or dishonesty against the Company; # the willful failure by the Executive to substantially perform his or her duties hereunder or the material violation by the Executive of any of the other provisions of this Agreement, which willful failure or material violation shall continue for thirty (30) days or more following written notice to the Executive; # the Executive’s loss of any permit, license, accreditation or other authorization necessary to the Executive’s performance of his or her duties hereunder, as determined by the Company in its sole discretion; # the Executive’s conviction of a felony or a plea by the Executive of nolo contendere to a felony; or # other willful conduct by the Executive likely, in the reasonable judgment of the Board, to materially adversely affect the reputation of the Company, which conduct shall continue for five (5) days or more following written notice to the Executive. No act, or omission to act, shall be considered “willful” unless such act or omission is done without a good faith belief by the Executive that such act or omission is in, or not opposed to, the best interests of the Company.

Termination by the Company for Cause. The Company may terminate the Term and Executive’s employment for Cause (as defined below), and such termination for Cause shall be effective immediately upon provision of notice to Executive that her employment has been terminated for Cause. For purposes of this Agreement, “Cause” shall mean: # Executive’s willful breach of Section 7(b), (c), or (d) or Section 8, 9, or 10 of this Agreement; # Executive’s willful failure to follow a lawful directive of the Board; # Executive’s willful misconduct or gross negligence in the performance or nonperformance of any of her duties or responsibilities; # Executive’s dishonesty or fraud with respect to the business or affairs of any [[Company:Organization]] Company; # Executive’s conviction of or plea of no contest to any misdemeanor involving theft, fraud, dishonesty, or act of moral turpitude or any felony that in either case results, or would reasonably be expected to result, in material harm to the business or reputation of the Company; or # Executive’s use of alcohol or drugs in a manner that materially interferes with the performance of her duties for the [[Company:Organization]] Companies; provided, however, that in the event of a breach, a failure or negligence described in clauses (i), (ii) or (iii) and in the first instance of a use of alcohol or drugs having the consequence described in clause (vi), in any such case, which can be cured by Executive, the Company shall provide Executive with notice of the facts and circumstances which constitute Cause and shall provide Executive no less than ten (10) business days in which to cure such breach, failure, negligence or use and shall not terminate Executive for Cause if Executive cures such breach, failure, negligence or use within such ten (10) day period. In the event of termination of Executive’s employment for Cause, no compensation or benefits shall be payable to Executive after the date of such termination, except as provided for in paragraph 6(f) of this Agreement.

"Cause": For purposes of this Agreement, the Company shall have "Cause" to terminate the Executive's employment hereunder for any of the following actions: # the Executive causing material harm to the Company through # a material breach by the Executive of the terms and provisions of this Agreement (including, without limitation, Section 4 hereof) or # the commission by Executive of an act or acts of gross negligence, dishonesty, fraud or wilful malfeasance in the performance of his duties hereunder, # Executive is indicted for, or convicted of, or pleads guilty or nolo contendere with respect to, theft, fraud, a crime involving moral turpitude or a felony under federal or applicable state law, or # the Executive's wilful failure to perform his material duties under this Agreement (other than a failure due to Disability) after thirty (30) day written notice specifying the failure, during which period the Executive shall have the opportunity to cure such failure (it being understood that if his failure to perform is not of a type requiring a single action to cure fully, that he may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion) .

Termination for Cause. The Company may terminate the Executive’s employment for Cause. For purposes of this Agreement, “Cause” means the Executive: # willfully, substantially, and continually fails to perform the duties for which he is employed by the Company; # willfully fails to comply with the legal instructions of the Board or the CEO; # willfully engages in conduct which is or would reasonably be expected to be materially and demonstrably injurious to the Company; # willfully engages in an act or acts of dishonesty resulting in material personal gain to the Executive at the expense of the Company; # is indicted for, or enters a plea of nolo contendere to, a felony; # engages in an act or acts of gross malfeasance in connection with his employment hereunder; # commits a material breach of Sections 12, 13 or 14 of this Agreement; # commits a material breach of any policies and procedures contemplated by the Company’s Code of Conduct or similar policy; or # exhibits demonstrable evidence of alcohol or drug abuse having a substantial adverse effect on his job performance hereunder. The Company shall exercise its right to terminate the Executive’s employment for Cause by giving him written notice of termination on or before the date of such termination specifying in reasonable detail the circumstances constituting such Cause, and providing Executive with a period of at least thirty (30) days in which to cure the conduct constituting Cause if such conduct is capable of being cured. In the event of such termination of the Executive’s employment for Cause, the Executive shall be entitled to receive # his base salary pursuant to Section 3(a) and any other compensation and benefits to the extent actually earned pursuant to this Agreement or under any benefit plan or program of the Company as of the date of such termination at the normal time for payment of such salary, compensation or benefits and # any amounts owed under the reimbursement policy of Section 5.

Termination by the Company for Cause. If the Company terminates Executive’s employment for Cause, the Company shall have no obligation to Executive other than for payment of wages earned through the termination date. For purposes of this Agreement, “Cause” means any one of the following, as determined in the reasonable discretion of the Company’s CEO and/or the Board, as applicable, and unless, to the extent correctable, such events are fully corrected in all material respects by Executive within thirty (30) days following written notification by the Company to Executive of the occurrence of one of the following reasons of Cause: # Executive being convicted of a felony; # a material breach of this Agreement; # any gross or willful misconduct, dishonesty, fraud or negligence by Executive in the performance of Executive’s duties; # a failure to satisfactorily meet the material duties and obligations of Executive’s employment; # egregious conduct by Executive that brings Company or any of its subsidiaries or affiliates into public disgrace or disrepute; or # a material violation of the Company’s Code of Conduct. The parties agree that the failure of employee to relocate in connection with his employment shall not constitute Cause.

Cause. The Company may terminate the Executive’s employment at any time, with Cause. For purposes of this Agreement, “Cause” shall mean the occurrence of any of the following: # the Executive’s failure (except where due to a Disability contemplated by subsection # hereof), neglect, or refusal to perform his material duties hereunder; # any breach of this Agreement by the Executive (or any grossly negligent, willful or intentional act of the Executive); # material breach by the Executive of his obligations under this Agreement; # Executive’s gross negligence in the performance or intentional, material nonperformance of any of Executive’s material duties and responsibilities hereunder; # Executive’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company; # the Executive’s conviction of, or pleading of no contest to a felony or any misdemeanor involving fraud; # the commission by the Executive of an act of fraud or embezzlement, or any other act involving the misappropriation of funds or assets of the Company; or # Executive’s violation of the Company’s then existing drug and alcohol policy, but only after Executive has been provided the opportunity to obtain treatment and rehabilitation for any substance abuse problem that led to such violation and Executive has refused to obtain such treatment, failed to complete it, or engaged in a second violation after treatment and rehabilitation. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, Cause shall not exist pursuant to [clauses (i), (ii), (iii), (iv), (v), or (vii) of this Section 6(c)] unless the Executive’s acts or omissions have injured the reputation or business of the Company or its affiliates in any material respect. In addition, Cause shall not exist pursuant to [clauses (i), (ii), (iii), (iv), (v), or (vii) of this Section 6(c)] unless the Executive has failed to correct the activity alleged to constitute Cause within ten (10) days following written notice from the Company of such activity, which notice shall specifically set forth the nature of such activity and the corrective action reasonably sought by the Company. Notwithstanding the foregoing, the termination of the Executive’s employment for Cause shall be pursuant to the action of the Board of Directors, taken in conformity with the Bylaws of the Company. In the event of Executive’s termination for Cause as set forth above, Executive shall receive the Accrued Compensation, but shall not be entitled to any severance compensation.

For Cause by the Company. The Company may terminate Executive’s employment for Cause, at any time, upon written notice reasonably describing the nature of such Cause. For purposes of this Agreement, the term “Cause” means Executive’s: # willful misconduct with respect to the Company, which causes material harm to the Company or its reputation; # continuing failure to materially perform Executive’s essential job duties (other than upon a Disability), provided that Executive’s failure to achieve Company operating goals by itself, will not constitute a basis for Cause if Executive attempts in good faith to meet such operating goals; # refusal to follow a lawful directive of the Board that is materially related to and reasonably consistent with the provisions of Section 1 above; # act of fraud with respect to the Company or willful and knowing misappropriation of Company property; # commission of any felony or any crime involving moral turpitude; or # material breach of any material term of this Agreement or of any separate proprietary information and invention assignment agreement between Executive and the Company, provided, however, that, in the event of conduct described in clauses (i), (ii), (iii) or (iv) that is reasonably capable of being cured, Cause shall exist only if the Company provides written notice to Executive within sixty (60) days following the initial occurrence of such event giving rise to Cause reasonably detailing such grounds for Cause and Executive fails to cure such grounds for Cause to the reasonable satisfaction of the Company within thirty (30) business days after delivery to Executive of such written notice. Executive’s date of termination in the event Executive’s employment is terminated for Cause shall be the date on which Executive is given notice of termination under this Section 6.3, except, if a notice period is required, Executive’s date of termination shall be upon the expiration of said notice period if Executive fails to previously cure the grounds giving rise to Cause.