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. As used herein, “Cause” means that you have:

Cause. If the Participant’s Service is terminated for Cause, then Participant’s Options shall expire on such Participant’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 an employment agreement or the Award Agreement, Cause shall have the meaning set forth in the Plan.

Cause. If the Executive's employment hereunder is terminated by the Company for Cause, the Company shall pay [[Organization A:Organization]] Executive his 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 [[Organization A:Organization]] Executive under this Agreement.

For Cause. The Company shall have the right at any time, exercisable upon written notice, to terminate Executive’s employment for Cause. As used in this Agreement, “Cause” shall mean that Executive:

Without Cause. The Company may terminate Executive’s employment under this Agreement at any time without Cause. As used in this Agreement, a termination without Cause shall mean the termination of Executive’s employment by the Company other than for Cause pursuant to SECTION 3.1(a) above.

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