Cause. The Company, may at any time, by written notice to the Executive, terminate the Agreement for “Cause” (as defined below) and, upon such termination, this Agreement shall terminate and the Executive shall be entitled to receive no further amounts or benefits hereunder, except for any Base Salary earned but not paid prior to such termination. For the purposes of this Agreement, “Cause” means: # continued neglect by the Executive of the Executive’s duties hereunder, # continued incompetence or unsatisfactory attendance, # conviction of any felony, # violation of the rules, regulations, procedures or instructions relating to the conduct of employees, directors, officers and/or consultants of the Company, # willful misconduct by the Executive in connection with the performance of any material portion of the Executive’s duties hereunder, # breach of fiduciary obligation owed to the Company or commission of any act of fraud, embezzlement, disloyalty or defalcation, or usurpation of a Company opportunity, # breach of any provision of this Agreement, including any non-competition, non-solicitation and/or confidentiality provisions hereof, # any act that has a material adverse effect upon the reputation of and/or the public confidence in the Company, # failure to comply with a reasonable order, policy or rule that constitutes material insubordination, # engaging in any discriminatory or sexually harassing behavior, or # using, possessing or being impaired by or under the influence of illegal drugs or the abuse of controlled substances or alcohol on the premises of the Company or any of its subsidiaries or affiliates or while working or representing the Company or any of its subsidiaries or affiliates. A termination for Cause by the Company or any or the events described in clauses (i), (ii), (iv), (ix), (x) and (xi) shall only be effective on 15 days’ advance written notification, providing the Executive the opportunity to cure, if reasonably capable of cure within said 15-day period; provided, however, that no such notification is required if the Cause event is not reasonably capable of cure or the Board of Directors of the Company determines that its fiduciary obligation requires it to effect a termination of the Executive for Cause immediately.

Cause. The Company, may at any time, by written notice to the Executive, terminate the Agreement for “Cause” (as defined below) and, upon such termination, this Agreement shall terminate and the Executive shall be entitled to receive no further amounts or benefits hereunder, except for any Base Salary earned but not paid prior to such termination. For the purposes of this Agreement, “Cause” means: # continued neglect by the Executive of the Executive’s duties hereunder, # continued incompetence or unsatisfactory attendance, # conviction of any felony, # violation of the rules, regulations, procedures or instructions relating to the conduct of employees, directors, officers and/or consultants of the Company, # willful misconduct by the Executive in connection with the performance of any material portion of the Executive’s duties hereunder, # breach of fiduciary obligation owed to the Company or commission of any act of fraud, embezzlement, disloyalty or defalcation, or usurpation of a Company opportunity, # breach of any provision of this Agreement, including any non-competition, non-solicitation and/or confidentiality provisions hereof, # any act that has a material adverse effect upon the reputation of and/or the public confidence in the Company, # failure to comply with a reasonable order, policy or rule that constitutes material insubordination, # engaging in any discriminatory or sexually harassing behavior, or # using, possessing or being impaired by or under the influence of illegal drugs or the abuse of controlled substances or alcohol on the premises of the Company or any of its subsidiaries or affiliates or while working or representing the Company or any of its subsidiaries or affiliates. A termination for Cause by the Company or any or the events described in clauses (i), (ii), (iv), (ix), (x) and (xi) shall only be effective on 15 days’ advance written notification, providing the Executive the opportunity to cure, if reasonably capable of cure within said 15-day period; provided, however, that no such notification is required if the Cause event is not reasonably capable of cure or the Board of Directors of the Company determines that its fiduciary obligation requires it to effect a termination of the Executive for Cause immediately.

Cause. The Company may at any time by written notice to the Executive terminate the Agreement for “Cause” (as defined below) and, upon such termination, this Agreement shall terminate and the Executive shall be entitled to receive no further amounts or benefits hereunder, except for any Base Salary earned but not paid prior to such termination. For the purposes of this Agreement, “Cause” means: # continued neglect by the Executive of the Executive’s duties hereunder, # continued incompetence or unsatisfactory attendance, # conviction of any felony, # violation of the rules, regulations, procedures or instructions relating to the conduct of employees, directors, officers and/or consultants of the Company, # willful misconduct by the Executive in connection with the performance of any material portion of the Executive’s duties hereunder, # breach of fiduciary obligation owed to the Company or commission of any act of fraud, embezzlement, disloyalty or defalcation, or usurpation of a Company opportunity, # breach of any provision of this Agreement, including any non-competition, non-solicitation and/or confidentiality provisions hereof, # any act that has a material adverse effect upon the reputation of and/or the public confidence in the Company, # failure to comply with a reasonable order, policy or rule that constitutes material insubordination, # engaging in any discriminatory or sexually harassing behavior, or # using, possessing or being impaired by or under the influence of illegal drugs or the abuse of controlled substances or alcohol on the premises of the Company or any of its subsidiaries or affiliates or while working or representing the Company or any of its subsidiaries or affiliates. A termination for Cause by the Company or any or the events described in clauses (i), (ii), (iv), (ix), (x) and (xi) shall only be effective on thirty (30) days advance written notification, providing Executive the opportunity to cure, if reasonably capable of cure within said thirty (30) day period; provided, however, that no such notification is required if the Cause event is not reasonably capable of cure or the Company determines to effect a termination of the Executive for Cause immediately.

Cause. The Company may at any time by written notice to the Executive terminate the Agreement for “Cause” (as defined below) and, upon such termination, this Agreement shall terminate and the Executive shall be entitled to receive no further amounts or benefits hereunder, except for any Base Salary earned but not paid prior to such termination. For the purposes of this Agreement, “Cause” means: # continued neglect by the Executive of the Executive’s duties hereunder, # continued incompetence or unsatisfactory attendance, # conviction of any felony, # violation of the rules, regulations, procedures or instructions relating to the conduct of employees, directors, officers and/or consultants of the Company, # willful misconduct by the Executive in connection with the performance of any material portion of the Executive’s duties hereunder, # breach of fiduciary obligation owed to the Company or commission of any act of fraud, embezzlement, disloyalty or defalcation, or usurpation of a Company opportunity, # breach of any provision of this Agreement, including any non-competition, non-solicitation and/or confidentiality provisions hereof, # any act that has a material adverse effect upon the reputation of and/or the public confidence in the Company, # failure to comply with a reasonable order, policy or rule that constitutes material insubordination, # engaging in any discriminatory or sexually harassing behavior, or # using, possessing or being impaired by or under the influence of illegal drugs or the abuse of controlled substances or alcohol on the premises of the Company or any of its subsidiaries or affiliates or while working or representing the Company or any of its subsidiaries or affiliates. A termination for Cause by the Company or any or the events described in clauses (i), (ii), (iv), (ix), (x) and (xi) shall only be effective on thirty (30) days advance written notification, providing Executive the opportunity to cure, if reasonably capable of cure within said thirty (30)-day period; provided, however, that no such notification is required if the Cause event is not reasonably capable of cure or the Company determines to effect a termination of the Executive for Cause immediately.

Cause. The Company may at any time by written notice to the Executive terminate the Term for “Cause” (as defined below) and, upon such termination, this Agreement shall terminate and the Executive shall be entitled to receive no further amounts or benefits hereunder, except for any Base Salary earned but not paid prior to such termination. For the purposes of this Agreement, “Cause” means: # continued neglect by the Executive of the Executive’s duties hereunder, # continued incompetence or unsatisfactory attendance, # conviction of any felony, # violation of the rules, regulations, procedures or instructions relating to the conduct of employees, directors, officers and/or consultants of the Company, # willful misconduct by the Executive in connection with the performance of any material portion of the Executive’s duties hereunder, # breach of fiduciary obligation owed to the Company or commission of any act of fraud, embezzlement, disloyalty or defalcation, or usurpation of a Company opportunity, # breach of any provision of this Agreement, including any non-competition, non-solicitation and/or confidentiality provisions hereof, # any act that has a material adverse effect upon the reputation of and/or the public confidence in the Company, # failure to comply with a reasonable order, policy or rule that constitutes material insubordination, # engaging in any discriminatory or sexually harassing behavior, or # using, possessing or being impaired by or under the influence of illegal drugs or the abuse of controlled substances or alcohol on the premises of the Company or any of its Subsidiaries or Affiliates or while working or representing the Company or any of its Subsidiaries or Affiliates. A termination for Cause by the Company of any of the events described in clauses (i), (ii), (iv), (ix), (x) and (xi) shall only be effective on 15 days advance written notification, providing the Executive the opportunity to cure, if reasonably capable of cure within said 15-day period; provided, however, that no such notification is required if the Cause event is not reasonably capable of cure or the Board determines that its fiduciary obligation requires it to effect a termination of the Executive for Cause immediately.

Cause. The Company may at any time by written notice to the Executive terminate the Agreement for “Cause” (as defined below) and, upon such termination, this Agreement shall terminate and the Executive shall be entitled to receive no further amounts or benefits hereunder, except for any Base Salary earned but not paid prior to such termination. For the purposes of this Agreement, “Cause” means: # continued neglect by the Executive of the Executive’s duties hereunder, # continued incompetence or unsatisfactory attendance, # conviction of any felony, # material or continued violation of any rules, regulations, procedures or instructions of the Company, # willful misconduct by the Executive in connection with the performance of any material portion of the Executive’s duties hereunder, # breach of fiduciary obligation owed to the Company or commission of any act of fraud, embezzlement, disloyalty or defalcation, or usurpation of a Company opportunity, # material or continued breach of any provision of this Agreement, including any non-competition, non- solicitation and/or confidentiality provisions hereof, # any act that has a material adverse effect upon the reputation of and/or the public confidence in the Company, # failure to comply with any reasonable order, policy or rule of the Company that constitutes material insubordination, # engaging in any discriminatory or sexually harassing behavior, or # using, possessing or being impaired by or under the influence of illegal drugs, or the abuse of controlled substances or alcohol, on the premises of the Company or any of its subsidiaries or affiliates or while working or representing the Company or any of its subsidiaries or affiliates. A termination for Cause by the Company for any of the events described in clauses (i), (ii), (iv), and (ix) shall only be effective on 30 days advance written notification, providing Executive the opportunity to cure, if reasonably capable of cure within said 30-day period; provided, however, that no such notification is required if the Cause event is not reasonably capable of cure or the board of directors of the Company determines that its fiduciary obligation requires it to effect a termination of Executive for Cause immediately.

. The Company may at any time by written notice to the Executive terminate the Agreement for “Cause” (as defined below) and, upon such termination, this Agreement shall terminate and the Executive shall be entitled to receive no further amounts or benefits hereunder, except for any Base Salary earned but not paid prior to such termination. For the purposes of this Agreement, “Cause” means: # continued neglect by the Executive of the Executive’s duties hereunder, # continued incompetence or unsatisfactory attendance, # conviction of any felony, # violation of the rules, regulations, procedures or instructions relating to the conduct of employees, directors, officers and/or consultants of the Company, # willful misconduct by the Executive in connection with the performance of any material portion of the Executive’s duties hereunder, # breach of fiduciary obligation owed to the Company or commission of any act of fraud, embezzlement, disloyalty or defalcation, or usurpation of a Company opportunity, # breach of any provision of this Agreement, including any non-competition, non-solicitation and/or confidentiality provisions hereof, # any act that has a material adverse effect upon the reputation of and/or the public confidence in the Company, # failure to comply with a reasonable order, policy or rule that constitutes material insubordination, # engaging in any discriminatory or sexually harassing behavior, or # using, possessing or being impaired by or under the influence of illegal drugs or the abuse of controlled substances or alcohol on the premises of the Company or any of its subsidiaries or affiliates or while working or representing the Company or any of its subsidiaries or affiliates. A termination for Cause by the Company or any or the events described in clauses (i), (ii), (iv), (ix), (x) and (xi) shall only be effective on thirty (30) days advance written notification, providing Executive the opportunity to cure, if reasonably capable of cure within said thirty (30) day period; provided, however, that no such notification is required if the Cause event is not reasonably capable of cure or the Company determines to effect a termination of the Executive for Cause immediately.

Cause. The Company, may at any time, by written notice to the Executive, terminate the Agreement for “Cause” (as defined below) and, upon such termination, this Agreement shall terminate and the Executive shall be entitled to receive no further amounts or benefits hereunder, except for any Base Salary earned but not paid prior to such termination. For the purposes of this Agreement, “Cause” means: # continued neglect by the Executive of the Executive’s duties hereunder, # continued incompetence or unsatisfactory attendance, # conviction of any felony, # violation of the rules, regulations, procedures or instructions relating to the conduct of employees, directors, officers and/or consultants of the Company, # willful misconduct by the Executive in connection with the performance of any material portion of the Executive’s duties hereunder, # breach of fiduciary obligation owed to the Company or commission of any act of fraud, embezzlement, disloyalty or defalcation, or [[Unknown Identifier]]

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.

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.