Cause. The Company shall have “Cause” to terminate Executive’s employment hereunder upon:

Cause. The Company may terminate the Executive’s employment hereunder for Cause effective immediately upon notice. For purposes of this Agreement, the Company shall have “Cause” to terminate the Executive’s employment hereunder: # if the Executive engages in conduct which has caused or is reasonably likely to cause demonstrable and serious injury to Company; # if the Executive is convicted of a felony as evidenced by a binding and final judgment, order, or decree of a court of competent jurisdiction; # for the Executive’s failure or refusal to perform Executive’s duties or responsibilities hereunder as determined by the Company’s Chief Executive Officer in good faith, if such failure or refusal continues for a period of ten (10) days after written notice of the same to the Executive; # for gross incompetence; # for the Executive’s violation of this Agreement including, without limitation, Section 5 hereof; # for chronic absenteeism; # for use of illegal drugs; # for insobriety by the Executive while performing Executive’s duties hereunder; and # for any act of dishonesty or falsification of reports, records, or information submitted by the Executive to the Company.

Cause. The Company may terminate the Executive’s employment during the Employment Period with or without Cause. “Cause” means:

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. For purposes of this Agreement, “Cause” for termination will mean: # the commission of an act of fraud, embezzlement or dishonesty by Employee that has a material adverse impact on the Company or any successor or affiliate thereof; # a conviction of, or plea of “guilty” or “no contest” to, a felony by Employee; # any unauthorized use or disclosure by Employee of confidential information or trade secrets of the Company or any successor or affiliate thereof that has a material adverse impact on any such entity; # Employee’s gross negligence, insubordination or material violation of any duty of loyalty to the Company or any other material misconduct on the part of Employee; # Employee’s ongoing and repeated failure or refusal to perform or neglect of Employee’s duties as required by this Agreement, which failure, refusal or neglect continues for fifteen (15) days following Employee’s receipt of written notice from the CEO or the Board stating with specificity the nature of such failure, refusal or neglect; or # Employee’s breach of any material provision of this Agreement, Employee Handbook, Code of Ethical Business Conduct or the Employee Proprietary Information and Inventions Agreement referred to in Section 5(b); provided, however, that prior to the determination that “Cause” has occurred, if the Board determines in good faith that Employee’s action or breach is remediable, the Company shall # provide to Employee in writing, in reasonable detail, the reasons for the determination that such “Cause” exists, # other than with respect to [clause (v) above] which specifies the applicable period of time for Employee to remedy his breach, afford Employee a reasonable opportunity to remedy any such breach, and only to the extent such breach is remediable, in the good faith determination of the Board, # provide Employee an opportunity to be heard prior to the final decision to terminate Employee’s employment hereunder for such “Cause” and # make any decision that such “Cause” exists in good faith.

Cause. The Company may, at any time, at its option, exercised by notice to the Executive, terminate his employment for cause when cause exists. In the event of termination for cause, the Company, subject to the provisions of [Section 4.1], shall have no further obligations or liabilities to the Executive hereunder. For purposes of this Agreement, the term

Cause. In the event the Compensation Committee determines that a Key Executive has committed an act constituting Cause, the Compensation Committee may, in its discretion, declare that the Key Executive has forfeited the right to receive any installment of any Incentive Compensation under this Plan for the Incentive Cycle, without regard to whether or not the Key Executive's employment has been terminated. Each agreement evidencing a Stock Option shall provide that such Stock Option, whether or not then vested, shall be void and no longer exercisable upon the occurrence of a termination for Cause.

Cause. “Cause” means # commission of a felony, an act involving moral turpitude, or an act constituting common law fraud, and which has a material adverse effect on the business or affairs of the Company or its affiliates or stockholders, # intentional or willful misconduct or refusal to follow the lawful instructions of the Board of Directors (“Board”) or # intentional breach of Company confidential information obligations which has an adverse effect on the Company or its affiliates or stockholders. For these purposes, no act or failure to act shall be considered “intentional or willful” unless it is done, or omitted to be done, in bad faith without a reasonable belief that the action or omission is in the best interests of the Company.

Cause. For purposes of this Plan and any agreements entered into pursuant to the Plan only, Cause shall mean:

Cause. “Cause” means the occurrence of any of the following: # Executive’s conviction of, or plea of “no contest” to, a felony or any crime involving fraud or embezzlement ; # Executive’s intentional misconduct; # Executive’s material failure to perform his or her employment duties; # Executive’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company , or any of its subsidiaries, or any other party to whom Executive owes an obligation of nondisclosure as a result of his or her relationship with the Company or any of its subsidiaries; # an act of material fraud or dishonesty against the Company or any of its subsidiaries; # Executive’s material violation of any policy of the Company or any of its subsidiaries or material breach of any written agreement with the Company or any of its subsidiaries; or # Executive’s failure to cooperate with the Company in any investigation or formal proceeding.