Cause. “Cause” shall mean: # Executive’s breach of a material term, covenant, obligation or provision of or under this Agreement (including any attachments hereto) or Executive’s failure or refusal to perform material duties and responsibilities under this Agreement; # Executive’s material failure to act subject to and in accordance with any proper and lawful specific direction of the Board or the internal rules and policies established by the Company; # Executive’s engagement in gross misconduct, fraud, dishonesty, insubordination, or act of moral turpitude, which is, in each case, materially injurious to the Company in the reasonable determination of the Board; # Executive’s alcohol or drug use which adversely impairs Executive’s performance of Executive’s duties and obligations under this Agreement or adversely impacts the reputation of the Company; or # Executive’s violation of any material statute governing the business of the Company, or of any material rules or regulations promulgated by any regulatory body governing the Company or its business.

Cause. “Cause” will mean # any act of dishonesty or fraud taken by Executive in connection with his responsibilities as an employee other than immaterial, inadvertent acts that, if capable of cure, are promptly remedied by Executive following notice by the Company, # Executive’s breach of the fiduciary duty or duty of loyalty owed to the Company, or material breach of the duty to protect the Company’s confidential and proprietary information, # Executive’s conviction or plea of nolo contendere to a felony or to a crime involving fraud, embezzlement, misappropriation of funds or any other act of moral turpitude, # Executive’s gross negligence or willful misconduct in the performance of his duties, # Executive’s material breach of this Agreement or any other agreement with the Company or any material written policy of the Company; # Executive’s engagement in conduct or activities that result, or are reasonably likely to result, in negative publicity or public disrespect, contempt or ridicule of the Company that the Board reasonably believes will have a demonstrably injurious effect on the reputation or business of the Company or Executive’s ability to perform his duties (but excluding conduct and activities undertaken in good faith by Executive in the ordinary course of performing his duties or promoting the Company); # Executive’s willful failure to abide by the lawful and reasonable directives of the Company (other than any failure to achieve a lawful and reasonable directive following the expenditure by Executive of commercially reasonable best efforts); # Executive’s willful failure to materially perform the primary duties of Executive’s position.

For purposes of this Agreement, “Cause” means # Executive’s material failure to perform Executive’s duties or to carry out the reasonable and lawful instructions of the Board (other than any such failure resulting from incapacity due to physical or mental illness); # Executive’s engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, materially injurious to the Company or its affiliates; # Executive’s embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with the Company; # Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude; # Executive’s failure to cooperate with the Company in any investigation or formal proceeding; # Executive’s material breach of any material obligation under this Agreement, the Employment Agreement (but only to the extent incorporated herein), the Restrictive Covenant Agreement, or any other written agreement between the Executive and the Company; or # any material failure by Executive to comply with the Company’s written policies or rules, as they may be in effect from time to time; provided, however, that prior to termination based on clauses (i) or (vii), Executive shall be given written notice of the facts allegedly constituting Cause and a ten (10) day opportunity to cure.

Cause. For purposes of this Agreement, “Cause” is defined as # the willful failure, disregard, or refusal by Executive to perform the services hereunder or follow the reasonable instructions of the Board; provided, however, that any willful failure, disregard, or refusal by Executive to perform the services hereunder shall not constitute Cause unless cure is not effected, as determined in good faith by the Board, within thirty (30) days after notice thereof is received by the Executive from the Company; # any willful or grossly negligent act by the Executive having the effect of injuring, in a material way (whether financial or otherwise) as determined in good faith by the Board, the business or reputation of the Company or any of its subsidiaries or affiliates; # Executive’s conviction of, guilty plea, or plea of nolo contendere to any felony or a misdemeanor involving moral turpitude; # the determination by the Company, after a reasonable and good faith investigation by the Company following a written allegation by an employee of the Company, that the Executive engaged in some form of harassment prohibited by law (including, without limitation, age, sex, disability, or race discrimination) unless Executive’s actions were specifically directed by the Board; or # material breach by the Executive of any material provision of this Agreement or any Confidential Information Agreement.

“Cause” means any of the following: # the Executive’s refusal substantially to perform the Executive’s material duties or carry out the lawful instructions of the Company (other than as a result of total or partial incapacity due to physical or mental illness); # the conclusive finding of the Executive’s fraud or embezzlement of Company property; # the Executive’s material dishonesty in the performance of his or her duties resulting in significant harm to the Company; # Executive’s conviction of a felony under the laws of the United States or any state thereof or, where applicable, any equivalent offence (including a crime subject to a custodial sentence of one year or more) under the laws of the applicable jurisdiction; # the Executive’s gross misconduct in connection with the Executive’s duties to the Company which could reasonably be expected to be materially injurious to the Company; or # the Executive’s material breach of this Agreement, in each as determined in good faith by the Board or the Committee.

“Cause” shall mean: # the Executive’s material failure to substantially perform the duties set forth herein (other than any such failure resulting from the Executive’s Disability); # the Executive’s material failure to carry out, or comply with, in any material respect any lawful directive of the CEO; # the Executive’s conviction, plea of no contest, or plea of nolo contendere for any felony involving moral turpitude; # the Executive’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing the Executive’s duties and responsibilities hereunder; # the Executive’s commission of any act of fraud, embezzlement, misappropriation, conversion of assets of the Company, or breach of fiduciary duty against the Company (or any or successor thereof); or # the Executive’s material breach of this Agreement or other agreements with the Company (including, without limitation, any breach of the restrictive covenants of any such agreement); and which, in the case of clauses (i), (ii) and (vi), continues beyond thirty (30) days after the Company has provided the Executive written notice of such failure or breach (to the extent that, in the reasonable judgment of the Company, such failure or breach can be cured by the Executive). Whether or not an event giving rise to “Cause” occurs will be determined by the Company in its sole discretion.

“Cause” means: # Executive’s failure to substantially perform his duties for any reason; # Executive’s gross misconduct or gross negligence which causes substantial harm to the Company; # Executive’s conviction, plea of guilty or nolo contendere of a felony or an act of moral turpitude; or # Executive’s breach of any material term of this Agreement. No act or omission under clauses (i), (ii) or (iv) shall constitute Cause unless the Boards provide to Executive # a written notice that clearly and fully describes the particular acts or omissions which the Boards reasonably believe in good faith constitute Cause, and # an opportunity, within fifteen (15) days following his receipt of such notice, to meet in person with the Boards to explain or defend the alleged acts or omissions relied upon by the Boards and, to the extent practicable, to cure such acts or omissions.

“Cause” shall mean (a) a material failure by the Executive to carry out, or malfeasance or gross insubordination in carrying out, any of his material duties under this Agreement, (b) the final conviction of the Executive of a felony or crime involving moral turpitude, (c) an egregious act of dishonesty by the Executive (including, without limitation, theft or embezzlement) in connection with his employment by the Company, or a malicious action by the Executive toward the customers or employees of the Company or any affiliate of the Company, (d) a material breach by the Executive of the Company’s Code of Business Ethics or Section 10 of the Agreement, or (e) the failure of the Executive to cooperate fully with governmental investigations involving the Company or any affiliate of the Company, unless the Executive is a subject of the investigation or is acting in reliance on the advice of counsel or in accordance with directions from the Board or legal counsel for the Company; provided, however, that each act or omission described in the preceding clauses (a), (c), (d), and (e) will not constitute a basis for the Company to terminate the Executive’s employment for Cause pursuant to this Agreement unless the Executive receives written notice from the Company identifying each act or omission that the Board views to constitute Cause and any identified act or omission recurs or, if curable, the identified act or omission is not reasonably cured within 30 days after the date when the Executive received the written notice from the Company.

“Cause” shall mean the Executive’s # breach of any material provision of this Agreement or any confidentiality, non-solicitation, non-competition or inventions assignment agreement with the Company; # commission of an act of dishonesty, fraud, embezzlement or theft; # engagement in conduct that causes, or is likely to cause, material damage to the property or reputation of the Company; # willful failure to perform the material duties of Executive’s position (other than by reason of Disability) that is not cured to the satisfaction of the CEO within five days after the Company’s written notice to the Executive specifying the failure; # commission of a felony or any crime of moral turpitude; or # material violation of the Company’s code of conduct or written employment policies, which is not cured (if susceptible to cure) to the satisfaction of the CEO within five days after the Company’s written notice to the Executive specifying the breach or violation.

Definition of “Cause”. As used herein, “Cause” shall mean: # Executive’s conviction of # a felony or # any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; # Executive’s willful failure or refusal to comply with lawful directions of the CEO, which failure or refusal continues for more than thirty (30) days after written notice is given to Executive by the CEO, which notice sets forth in reasonable detail the nature of such failure or refusal; # willful and material breach by Executive of a written Company policy applicable to Executive or Executive’s covenants and/or obligations under this Amended Agreement or the material breach of the Restrictive Covenant Agreement; and/or # material misconduct by Executive that seriously discredits or damages Company or any of its affiliates. Except in the case of # above, it is not necessary that the Company’s finding of Cause occur prior to Executive’s termination of service. If Company determines, subsequent to Executive’s termination of service, that prior to Executive’s termination Executive engaged in conduct which would constitute “Cause,” (other than pursuant to # above) then Executive shall have no right to any benefit or compensation under this Amended Agreement.