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. If the Employee is terminated for Cause, then Employee’s Options shall expire on such Employee’s date of termination of Service, or at such later time and on such conditions as are determined by the Committee, but in any event no later than the expiration date of the Options. Unless otherwise provided in the Award Agreement or other agreement between the Company and Employee, Cause shall have the meaning set forth in this Plan.

Cause. With respect to any employee or Consultant # if the employee or Consultant is a party to any employment or service agreement with the Company or its Affiliates and such agreement provides for a definition of Cause, the definition contained therein; or # if no such agreement exists, or is such agreement does not define Cause then # the commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitudes or the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Affiliate; # conduct that results in or is reasonably likely to result in harm to the reputation or business of the company or any of its Affiliates; # gross negligence or willful misconduct with respect to the Company or an Affiliate; # materials breach of an agreement with the Company or an Affiliate (including, without limitation, any loyalty, noncompetition, nonsolicitation or confidentiality agreement); or # material violation of state or federal securities law. With respect to any Director, a determination by a majority of the disinterested Board members that the Director has engaged in any of the following: # malfeasance in office; # gross misconduct or neglect; # false or fraudulent misrepresentation inducing the director's appointment; # willful conversion of corporate funds; or # repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in advance. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause.

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. For purposes of this Agreement, “Cause” for termination will mean: # a material breach of any of Executive’s obligations or duties pursuant to this Agreement or the Restrictive Covenant Agreement, which remains uncured ten business days after Executive becomes aware of the breach by formal written notification by the Company; # gross negligence, willful misconduct or breach of fiduciary duty in the course of employment, which if curable remains uncured ten days after the Executive becomes aware of the breach by formal written notification by the Company; # any action or activity that is contrary to applicable insider trading rules or any other applicable securities rules or legislation; # a material act or omission involving substantial dishonesty or fraud that harms or would reasonably be expected to harm the Company; or # commission of, conviction or indictment for, or plea of no contest to, any felony (or state law equivalent) or any crime involving moral turpitude.

Cause. For purposes of this Agreement, “Cause” means the occurrence of any of the following after the Effective Date # Employee’s persistent failure to carry out any lawful duties of Employee or any lawful directions of the CEO reasonably consistent with Employee’s duties; provided, however, that Employee has been given reasonable notice of the specific failure and an opportunity to correct such failure within ten (10) business days from the date of the notice; # Employee’s conviction of or plea of nolo contendere to a felony, which has had or will have a detrimental effect on the Company’s reputation or business, # Employee engaging in an act of gross negligence or willful misconduct in the performance of his employment obligations and duties, # Employee’s commission of an act of fraud against the Company or willful misappropriation of property belonging to the Company; # Employee engaging in any other willful misconduct that has caused or will cause material harm to the Company’s reputation or business; or # Employee’s material breach of the Restrictive Covenants Agreement or the Prior Exhibits. No act or failure to act will be considered “willful” unless Employee has acted, or failed to act, with a lack of good faith and with a lack of reasonable belief that Employee’s action or failure to act was in the best interest of the Company or any of its affiliates.

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

Cause. The Company may terminate the Executive’s employment during the Employment Period, or any Additional Employment Period, for Cause or without Cause. For purposes of this Agreement, “Cause” shall mean:

Cause. For purposes of this Agreement, “Cause” for termination shall mean: # the continued failure by you to substantially perform your duties with the Company or any Subsidiary or Affiliate (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to you by the Company, or Subsidiary or Affiliate, that specifically identifies the alleged manner in which you have not substantially performed your duties and after you have been provided with a thirty (30) day cure period, or your deliberate violation of a Company policy; # the engaging by you in illegal conduct or misconduct (including fraud, embezzlement, theft or dishonesty or material violation of any Company policy), or gross negligence, in any case that has caused or is reasonably expected to result in injury to the Company or any Subsidiary or Affiliate; # your