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. “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” Defined. “Cause” for termination by the Company or any of its affiliates of your employment or service shall mean: # failure by you to perform the essential functions of your position with the Company or any of its affiliates, other than any failure resulting from your incapacity due to physical or mental disability, it being understood that a reasonable, good faith attempt to perform but failure to do so will not be deemed a failure to perform essential functions; # failure to comply with any lawful directive by the Board of Directors of the Company (the “Board”), it being understood that a reasonable, good faith attempt to comply with such directive but failure to do so will not be deemed a failure to comply for purposes of this definition of "Cause"; # a material violation by you of the corporate governance guidelines, code of ethics, insider trading policy, governance policy, or other policy of the Company or any of its affiliates; # a breach of any fiduciary duty to the Company or any of its affiliates; # misconduct in the course and scope of employment by you that is injurious to the Company or any of its affiliates from a monetary or reputational standpoint in any material respect; # any attempt to willfully obtain any personal profit from any transaction which is adverse to the interests of the Company or any of its affiliates or in which the Company or any of its affiliates has an interest or any act of fraud or embezzlement against the Company or any of its affiliates or any of their respective customers or suppliers; # a breach by you of any of the covenants contained in any employment, severance or other agreement applicable to you; # the repeated use of alcohol or abuse of prescription drugs by you that interferes with your duties, the use of illegal drugs by you, or a violation by you of the drug and/or alcohol policies of the Company or any of its affiliates; # violation of any applicable law, rule or regulation, including without limitation the Sarbanes-Oxley Act of 2002 or other federal or state securities law, rule, or regulation, in each case, that is injurious to the Company or any of its affiliates from a monetary or reputational standpoint in any material respect; or # the conviction or plea of guilty or nolo contendere to a felony or a misdemeanor involving moral turpitude. For purposes of this definition following a Change in Control, the Board’s determination of "Cause" must be made in good faith and will be binding on you.

For Cause. The Company may terminate Executive’s employment and this Agreement immediately without notice at any time for “Cause,” which shall mean the following:

For Cause. Stoke may terminate Executive’s employment for Cause (as defined below) by written notice by Stoke to Executive that Executive’s employment is being