Cause. The Company may at any time by written notice to the Executive terminate the Agreement for “Cause” (as defined below) and, upon such termination, this Agreement shall terminate and the Executive shall be entitled to receive no further amounts or benefits hereunder, except for any Base Salary earned but not paid prior to such termination. For the purposes of this Agreement, “Cause” means: # continued neglect by the Executive of the Executive’s duties hereunder, # continued incompetence or unsatisfactory attendance, # conviction of any felony, # material or continued violation of any rules, regulations, procedures or instructions of the Company, # willful misconduct by the Executive in connection with the performance of any material portion of the Executive’s duties hereunder, # breach of fiduciary obligation owed to the Company or commission of any act of fraud, embezzlement, disloyalty or defalcation, or usurpation of a Company opportunity, # material or continued breach of any provision of this Agreement, including any non-competition, non- solicitation and/or confidentiality provisions hereof, # any act that has a material adverse effect upon the reputation of and/or the public confidence in the Company, # failure to comply with any reasonable order, policy or rule of the Company that constitutes material insubordination, # engaging in any discriminatory or sexually harassing behavior, or # using, possessing or being impaired by or under the influence of illegal drugs, or the abuse of controlled substances or alcohol, on the premises of the Company or any of its subsidiaries or affiliates or while working or representing the Company or any of its subsidiaries or affiliates. A termination for Cause by the Company for any of the events described in clauses (i), (ii), (iv), and (ix) shall only be effective on 30 days advance written notification, providing Executive the opportunity to cure, if reasonably capable of cure within said 30-day period; provided, however, that no such notification is required if the Cause event is not reasonably capable of cure or the board of directors of the Company determines that its fiduciary obligation requires it to effect a termination of Executive for Cause immediately.

Cause. For purposes of this Agreement, “Cause” is defined, as determined by the Company in its reasonable judgment, as # breach of this Agreement or the Confidential Information Agreement by Executive; # intentional and continued nonperformance or misperformance of Executive’s duties or refusal to abide by or comply with the reasonable directives of the CEO or the Board, or the Company’s policies and procedures, which, if reasonably susceptible to cure (as determined by the Company), is not cured within fifteen (15) days following Executive’s receipt of written notice from the Company describing in reasonable detail the nature of the nonperformance, midperformance or refusal, as applicable; # Executive’s gross negligence in the performance of her material duties under this Agreement; # Executive’s fraud or willful misconduct with respect to the business or affairs of the Company; or # Executive’s conviction of, or a plea of nolo contendere to, a felony or other crime involving moral turpitude. For purposes of this Agreement, any act, or failure to act, shall not be deemed willful or intentional unless it is done, or omitted to be done, by Executive in bad faith or without a reasonable good faith belief that Executive’s action or omission was in the best interests of the Company. Notwithstanding the preceding sentence, in order for an event to qualify as “Cause”, the Company must not terminate Executive’s employment with the Company without first providing Executive with written notice of the acts or omissions constituting the grounds for “Cause”.

Cause. Cause shall mean:

Cause. For purposes of the Plan, the Company or an Employer will have “Cause” to terminate the Participant’s employment by reason of any of the following; provided, however, that determination of whether one or more of the elements of “Cause” has been met under the Plan shall be in the reasonable discretion of the Board in consultation with the Plan Administrator.

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

Cause. The Company may terminate the Executive’s employment at any time for Cause upon written notice to the Executive, in which event all payments under this Agreement shall cease, except for any Accrued Obligations.

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

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. For purposes of this Agreement, “Cause” means: # Executive’s act of personal dishonesty in connection with her responsibilities as an employee that is intended to result in Executive’s substantial personal enrichment; # Executive being convicted of, or pleading no contest or guilty to, # a misdemeanor that the Company reasonably believes has had or will have a material detrimental effect on the Company, or # any felony; # Executive’s gross misconduct; # Executive’s willful and continued failure to perform the duties and responsibilities of her position after there has been delivered to Executive a written demand for performance from the Company that describes the basis for the Company’s belief that Executive has not substantially performed her duties and of Section 280G of the Code and # but for this Section 11, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 8 will be either:

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.