Cause. For purposes of this Agreement, “Cause” for termination will mean: # Executive’s willful failure substantially to perform his duties and responsibilities to the Company or willful, material violation of a policy of the Company; # Executive’s 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; # Executive’s willful breach of any of his obligations under any written agreement or covenant with the Company; # Executive’s material and willful violation of a federal or state law or regulation applicable to the business of the Company; and # Executive’s conviction or plea of guilty or no contest to a felony.

Cause. For purposes of this Agreement, “Cause” for termination will mean Executive’s: # commission of any felony or crime involving moral turpitude; # participation in any fraud against the Company; # willful and material breach of his duties to the Company; # intentional damage to any property of the Company; # misconduct, or other violation of Company policy, that causes material harm to the Company; or # material breach of any material written agreement with the Company; provided, however, that a termination for Cause shall not be effective unless # notice of the circumstances claimed to constitute Cause is given to Executive within 60 days after the Company becomes aware of such circumstances, and # any claimed breach, if curable, remains uncured for 30 days after Executive has received such notice.

"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) .

Cause. For purposes of this Agreement, “Cause” for termination will mean: # Employee’s willful and continued failure substantially to perform his duties and responsibilities to the Company hereunder in accordance with the lawful instructions of the Company and Board, or a willful, material violation of a material policy of the Company that has caused or is reasonably expected to result in material injury to the Company, in either case which, if curable, Employee fails to cure within thirty (30) business days following written notice from the Company or the Board; # Employee’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in injury to the Company; # Employee’s willful breach of any of his obligations under any written agreement or covenant with the Company, which, if curable, Employee fails to cure within thirty (30) business days following written notice from the Company or Board; or # Employee’s material and willful violation of a federal or state law or regulation applicable to the business of the Company that has caused or is reasonably expected to result in injury to the Company.

For purposes of this Agreement, “Cause” shall mean # Executive’s willful and continued failure to substantially perform Executive’s duties (other than any such failure resulting from the Executive’s Disability or any such failure subsequent to the Executive being delivered notice of the Company’s intent to terminate the Executive’s employment without Cause), # Executive’s admission or conviction of, or a plea of nolo contendere to, # a felony (other than traffic-related) under the laws of the United States or any state thereof or any similar criminal act in a jurisdiction outside the United States or # a crime involving moral turpitude that, could be injurious to the Company or its reputation, # the Executive’s willful malfeasance or willful misconduct which is materially and demonstrably injurious to the Company, # any act of fraud by the Executive in the performance of the Executive’s duties, or # a material breach by the Executive of this Agreement or the Confidentiality and IP Agreement; provided that events identified in this [Section 6(a)(ii)(A) or (E)])] and which are susceptible to cure shall not constitute Cause unless Executive fails to cure such event within 30 days after Notice of Termination is given by the Company (specifying in reasonable detail the event which caused the Cause). The determination of Cause shall be made by the Company.

As used in this Agreement, termination with "cause" shall mean only the Executive's involuntary termination for reason of: # negligence by the Executive in the performance of his services under this Agreement; # embezzlement by the Executive from the Company; # conviction of, or plea of guilty or no contest to, a felony; # any action or omission by the Executive that is injurious to the financial condition or business reputation of the Company; or # the Executive's material breach of this Agreement.

Cause. For purposes of this Agreement, “Cause” for termination will mean: # a material breach of any of Executive’s obligations or duties pursuant to this Agreement or the Confidentiality Agreement, which remains uncured seven days after Executive becomes aware of the breach by formal written notification by the Company; # gross negligence or willful misconduct in the course of employment; # any action or activity that is contrary to applicable insider trading rules or any other applicable securities rules or legislation; or # a material act or omission involving substantial dishonesty or fraud that harms or would reasonably be expected to harm the Company.

For purposes of this Agreement, the term “Cause” shall mean any of the following grounds for termination of the Executive’s employment: # the Executive’s knowing and material dishonesty or fraud committed in connection with the Executive’s employment; # theft, misappropriation or embezzlement by the Executive of the Company’s funds; # the Executive’s conviction of or a plea of guilty or nolo contendere to any felony, a crime involving fraud or misrepresentation, or any other crime (whether or not connected with his employment) the effect of which is likely to adversely affect the Company or its parents, subsidiaries or affiliates; or # a material breach by the Executive of any of the provisions or covenants set forth in this Agreement.

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.

As used in this Agreement, termination with "cause" shall mean only the Executive's involuntary termination for reason of: # negligence by the Executive in the performance of his services under this Agreement; # embezzlement by the Executive from the Company; # conviction of, or plea of guilty or no contest to, a felony; # any action or omission by the Executive that is injurious to the financial condition or business reputation of the Company; or # the Executive's material breach of this Agreement.