Cause. As used in this Agreement, “Cause” shall mean # a good faith finding by a majority of our Board (excluding the vote of the Executive, if then a director) that # the Executive has failed to perform his reasonably assigned material duties for the Company and, if amenable to cure, has not cured such failure within thirty (30) days following notice from the Company; # the Executive has engaged in gross negligence or willful misconduct, which has or is expected to have a material detrimental effect on the Company; # the Executive has engaged in fraud, embezzlement or other material dishonesty; # the Executive has engaged in any conduct which would constitute grounds for termination for material violation of the Company’s policies in effect at that time and, if amenable to cure, has not cured such violation within thirty (30) days following notice from the Company; or # the Executive has breached any material provision of any nondisclosure, invention assignment, non-competition or other similar agreement between the Executive and the Company or Parent, including without limitation the Restrictive Covenant Agreement, and, if amenable to cure, has not cured such breach within thirty (30) days following notice from the Company; or # the conviction by the Executive of, or the entry of a pleading of guilty or nolo contendere by the Executive to, any crime involving moral turpitude or any felony.

Cause. “Cause” means:

Cause. “Cause” shall mean the following: # a willful breach in any material respect by Executive of a fiduciary duty to the Company or to an Affiliate; # a conviction of Executive (or a plea of guilty or a plea of nolo contendere in lieu thereof) by a court of competent jurisdiction for any felony or, with respect to his employment, for a crime involving fraud, embezzlement, dishonesty or moral turpitude, from which conviction no further appeal may be taken; # the failure of the Executive to substantially follow the reasonable and lawful written instructions or policies of the Board or of the Company with respect to the services to be rendered and the manner of rendering such services by Executive; # the willful failure of Executive to render any material services to the Company or to an Affiliate in accordance with any employment or similar arrangement to which Executive is subject, which failure amounts to a material neglect of Executive’s duties to the Company or to an Affiliate. Notwithstanding the foregoing, Executive’s employment shall not be deemed to have been terminated for Cause unless # reasonable notice

Cause. If the Executive's employment hereunder is terminated by the Company for Cause, the Company shall pay to the Executive his/her full base Salary through the Date of Termination but at a rate no greater than that in effect at the time Notice of Termination is given, and the Company shall have no further obligations to the Executive under this Agreement.

Cause. If the Employee’s employment hereunder is terminated by the Company for Cause, # the Employee shall be entitled to receive all accrued and unpaid Base Salary through the Effective Termination Date, # except as provided in clause (i), the Employee shall not be entitled to receive following the Effective Termination Date any of the compensation or benefits provided in Section 3 including any continued payment of the Base Salary, the payment of the Annual Cash Incentive Award and any LT Cash Incentive Awards that are unpaid at such time and the continued vesting of the Outstanding Equity Awards, and # the exercise period of the Employee’s vested options shall not be extended and shall remain exercisable only for the applicable period following the Effective Termination Date as set forth in the respective plan and option agreement.

Cause. "Cause" means, with respect to a Participant, the occurrence of any of the following events: # such Participant's commission of any felony or any crime involving fraud, dishonesty or moral turpitude; # such Participant's attempted commission of, or participation in, a fraud or act of dishonesty against the Company; # such Participant's intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; # such Participant's unauthorized use or disclosure of the Company's confidential information or trade secrets; or # such Participant's gross misconduct.

Cause. “Cause” means # Executive’s gross negligence or willful misconduct in the performance of the duties and services required of Executive pursuant to this Agreement or Executive’s employment or offer letter agreement with the Company (the “Employment Agreement”); # Executive’s conviction of a felony or crime involving moral turpitude; # Executive’s willful refusal to perform the duties and responsibilities required of Executive under this Agreement or the Employment Agreement which remains uncorrected for thirty (30) days following written notice to Executive by the Company of such breach; # Executive’s material breach of any material provision of this Agreement, the Employment Agreement, the Confidential Information Agreement (as defined below) or corporate code or policy which remains uncorrected for thirty (30) days following written notice to Executive by the Company of such breach; or # Executive violates the Foreign Corrupt Practices Act or other applicable United States law. For purposes of this [Section 9(a)], an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company.

Cause. The Company may terminate the Executive’s service with the Company and its Affiliated Companies during the Service Period for Cause. For purposes of this Agreement, “Cause” shall mean:

WITHOUT CAUSE. Upon written notice by the Company to the Executive no earlier than eighteen (18) months after the Effective Date of an involuntary termination without Cause and other than due to death or Disability.

Without Cause. The Company may terminate the Executive’s employment hereunder during the Employment Period without Cause. For purposes of this Agreement, a notice of non-renewal given by the Company as provided in Section 3 herein shall be treated as a termination of employment by the Company without Cause.