Cause. “Cause” means the occurrence of any of the following actions or events: # Executive’s willful material misconduct or material breach of any written agreement between Executive and the Company (including without limitation this Agreement or the Executive’s Confidentiality Agreement), # Executive’s conviction of, or plea of guilty or no contest to, any felony, or of or to a crime involving moral turpitude, # the performance of an illegal act by Executive while purporting to act on the Company's behalf, or engaging in activities directly in competition or antithetical to the best interests of the Company or any Affiliate, including but not limited to material personal dishonesty, in each case, which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company or any Affiliate, # fraud or unauthorized use or disclosure of confidential information or trade secrets of the Company or any Affiliate or any other party to whom Executive owes an obligation of nondisclosure as a result of Executive’s relationship with the Company, # an intentional violation of any federal, state or local law or regulation applicable to the Company or any Affiliate or their business, or # Executive’s continued failure to perform Executive’s duties or responsibilities to the Company or any Affiliate or deliberate violation of a Company policy, including but not limited to those relating to insider trading or sexual harassment in each case as determined by the Board, in its sole discretion. Notwithstanding the foregoing, Cause shall only exist after: # the Board delivers written notice to Executive of the Board’s determination that Cause exists; # such notice sets forth in reasonable detail such facts and circumstances, along with the Board’s determination, in its discretion, of whether such events are reasonably capable of being corrected; and # only if the Board has determined that such events are reasonably capable of being corrected, Executive has failed to fully correct any of the events listed above within 10 days following delivery to Executive of the Board’s written notice of its determination that Cause exists. For the avoidance of doubt, in the event the Board determines, in its discretion, that such events constituting Cause are not reasonably capable of being corrected, Cause shall be deemed to exist immediately upon the Board’s delivery of the written notice described in the [foregoing clauses (x) and (y)])].

Cause. “Cause” means the occurrence of any of the following actions or events: # Executive’s willful material misconduct or material breach of any written agreement between Executive and the Company (including without limitation this Agreement or the Executive’s Confidentiality Agreement), # Executive’s conviction of, or plea of guilty or no contest to, any felony, or of or to a crime involving moral turpitude, # the performance of an illegal act by Executive while purporting to act on the Company's behalf, or engaging in activities directly in competition or antithetical to the best interests of the Company or any Affiliate, including but not limited to material personal dishonesty, in each case, which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company or any Affiliate, # fraud or unauthorized use or disclosure of confidential information or trade secrets of the Company or any Affiliate or any other party to whom Executive owes an obligation of nondisclosure as a result of Executive’s relationship with the Company, # an intentional violation of any federal, state or local law or regulation applicable to the Company or any Affiliate or their business, or # Executive’s continued failure to perform Executive’s duties or responsibilities to the Company or any Affiliate or deliberate violation of a Company policy, including but not limited to those relating to insider trading or sexual harassment in each case as determined by the Board, in its sole discretion. Notwithstanding the foregoing, Cause shall only exist after; # the Board delivers written notice to Executive of the Board’s determination that Cause exists; # such notice sets forth in reasonable detail such facts and circumstances, along with the Board’s determination, in its discretion, of whether such events are reasonably capable of being corrected; and # only if the Board has determined that such events are reasonably capable of being corrected, Executive has failed to fully correct any of the events listed above within 10 days following delivery to Executive of the Board’s written notice of its determination that Cause exists. For the avoidance of doubt, in the event the Board determines, in its discretion, that such events constituting Cause are not reasonably capable of being corrected, Cause shall be deemed to exist immediately upon the Board’s delivery of the written notice described in the [foregoing clauses (x) and (y)])].

“Cause” means # reasonable determination of the Board of Directors of the Company (the “Board”) that there has been misconduct by Executive that is materially injurious to the Company or that results in Executive's inability to substantially perform his duties for the Company, # the Board's reasonable determination that Executive failed to carry out or comply with any lawful and reasonable directive of the Board or CEO consistent with the terms of this Agreement, # Executive's conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude, # the Board's reasonable determination of Executive's unlawful use (including being under the influence) or possession of illegal drugs on the Company's (or any affiliate's) premises or while performing Executive's duties and responsibilities under this Agreement, # Executive's commission of an act of fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty against the Company or any of its affiliates other than inadvertent actions such as accidental personal use of a Company credit card or accidental errors in mileage reimbursement or actions that are not materially injurious to the Company, # Executive's material violation of any provision of this Agreement, any other written agreement between the Company and Executive, or any material Company policy, # Executive's willful and prolonged, and unexcused absence from work (other than by reason of disability due to physical or mental illness), or # the Board's reasonable determination of any unlawful act or breach of Company policy discrimination or harassment against another employee of the Company or any affiliated or related company of the Company. Except in the case of an event described in section # of the definition of Cause, in the event that the Company has determined that there is Cause, the Company shall provide Executive with a written notification indicating the grounds for which the Company believes there is Cause, and the Executive shall have thirty (30) days to either cure such grounds or to provide evidence that no such Cause exists. If such grounds are not cured, or if the Company still in good faith believes that Cause does exist as of the end of such thirty (30) day period, then the Company shall be able to terminate for Cause

Cause. For purposes of this Agreement, “Cause” shall mean: # the Executive’s commission of any felony or commission of any crime involving fraud, dishonesty or moral turpitude; # the Executive’s commission or attempted commission of or participation in a fraud or act of dishonesty against the Company; # the Executive’s material breach of any contract or agreement between the Executive and the Company or the Executive’s material breach of any legal duty he owes to the Company; # conduct by the Executive that constitutes insubordination, incompetence or neglect of duties; # the Executive’s failure to perform the duties, functions and responsibilities of the Executive’s position; or # the Executive’s failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation; provided, however, the actions or conduct described in [clauses (iv) and (v) above] shall only constitute Cause if the Company provides the Executive with written notice thereof and the Executive has not, within 30 days of receipt such written notice, discontinued the cited conduct or remedied the failure to perform and further provided that lawful actions taken by the Executive in the exercise of his rights under the United States Constitution shall not constitute a breach of subsection # above.

Cause. For purposes of this Agreement, “Cause”, as determined by the Board acting in good faith and based on information then known to it, means: # Executive’s conviction (including a guilty plea or plea of nolo contendere) of any felony, or of any other crime involving fraud, dishonesty or moral turpitude; # Executive’s commission or attempted commission of or participation in a fraud or act of dishonesty against the Company; # Executive’s material violation of any written and fully executed contract or agreement between Executive and the Company, including without limitation, material breach of this Agreement or Executive’s Proprietary Agreement, or of any Company policy, or of any statutory duty Executive owes to the Company; or # Executive’s conduct that constitutes gross insubordination or habitual neglect of duties, provided, however, that the action or conduct described in [clause (iii) above] and this clause (iv) will constitute “Cause” only if such action or conduct causes (or is reasonably expected to cause) harm to the Company and continues after the Board has provided Executive with written notice thereof and thirty (30) days opportunity to cure the same (provided that the Board is not obligated to provide such written notice and opportunity to cure if the action or conduct is not reasonably susceptible to cure). The determination that a termination is for Cause shall be made by the Board in good faith.

Cause. For purposes of this Agreement, “Cause” shall mean # dishonesty, fraud, embezzlement, misrepresentation, or other improper acts committed by Executive resulting in a personal gain or personal enrichment of Executive at the expense of the Company; # Executive’s violation of a federal or state law or regulation applicable to the Company’s business, which violation is or likely to be materially injurious to the Company; # Executive’s conviction of, or a plea of nolo contendre or guilty to, a felony or any crime involving moral turpitude under the laws of the United States or any state; # any gross misconduct, or material violation of any lawful Company policy involving conduct or business ethics; or # Executive’s material breach of the terms of this Agreement or the Confidentiality Agreement. No termination of employment by the Company shall be for “Cause” unless # the Company has provided to Executive written notice describing the factual basis the Company believes constitutes Cause, # Executive has not cured the circumstances giving rise to Cause within thirty (30) days after receiving written notice from the Company, and # Executive has been given the opportunity to be heard before the Board before it makes a final determination of Cause.

“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” means the occurrence of any of the following events, as reasonably determined by the Board: # Executive’s willful failure to perform his material duties for the Company; # Executive’s conviction of a felony, or his guilty plea to or entry of a nolo contendere plea to a felony charge; # the willful or grossly negligent engagement by Executive in conduct that is materially injurious to the Company, financially or otherwise; or # Executive’s breach of # any material term of this Agreement or # any material term of the Company’s material written policies or procedures, as in effect from time to time; provided, that, with respect to [(i), (iii) or (iv) above], such termination for Cause will only be effective upon a majority vote of the total number of directors on the Board after written notice to Executive and a period of not less than thirty (30) calendar days after receipt by Executive of such written notice during which time Executive will have an opportunity to appear before the Board to demonstrate that he has cured the conduct giving rise to Cause.

“Cause” means # a breach by the Executive of a material provision of the Agreement; or # the Executive's conviction, guilty plea or plea of nolo contendere for any crime involving financial impropriety, moral turpitude, or in any felony criminal proceeding, in each case that was materially detrimental to the Company's reputation or business; provided that, with respect to the actions, events or conditions described in [clauses (i) and (ii) above], any termination by the Company shall be presumed to be other than for Cause unless # the Company provides written notice to Executive of the applicable action, event or condition allegedly constituting Cause (which notice shall specify in reasonable detail the particulars of such action, event or condition), and # if such condition can be cured, rescinded or remedied, the Executive fails to cure, rescind or otherwise remedy the applicable action, event or condition described in such written notice within thirty (30) days after delivery of such written notice (or such longer period as the Company may agree in writing).

“Cause” means any of the following events: # Executive’s conviction of, or plea of guilty or nolo contendere to, any crime involving dishonesty or moral turpitude or any felony; or # a good faith finding by the Company that Executive has # engaged in dishonesty, willful misconduct or gross negligence in connection with the performance of his duties or services to the Company, # breached any confidentiality, inventions, and non-solicitation agreement between Executive and the Company, or # violated Company policies or procedures in a manner that has materially injured, or is reasonably likely to materially injure, the Company’s business or reputation. Notwithstanding anything herein to the contrary, Executive’s employment will be deemed to have been terminated for Cause if it is determined subsequent to Executive’s termination of employment that grounds for termination for Cause existed at the time of Executive’s termination of employment. The determination of Cause shall be made by the Board, in its good faith discretion.