Definition - Cause. For purposes of this Agreement, "Cause" for the termination of the Employee's employment hereunder shall be deemed to exist if, in the reasonable judgment of the Company's Chief Executive Officer (CEO): # the Employee commits fraud, theft or embezzlement against the Company or any subsidiary or affiliate thereof; # the Employee commits a felony or a crime involving moral turpitude; # the Employee breaches any non­ competition, confidentiality or non-solicitation agreement with the Company or any subsidiary or affiliate thereof; # the Employee breaches any of the terms of this Agreement and fails to cure such breach within 30 days after the receipt of written notice of such breach from the Company; or # the Employee engages in gross negligence or willful misconduct that causes harm to the business and operations of the Company or a subsidiary or affiliate thereof.

Cause Definition. For the purposes of this Agreement, “Cause” means # Executive’s material, willful and continuing breach of obligations to the Company after thirty (30) days written notice from the Company specifying the nature of Executive’s breach and demanding that such breach be remedied (unless such breach by its nature cannot be cured, in which case notice and an opportunity to cure shall not be required); # Executive’s conviction of a felony that is materially and substantially injurious to the Company or its business; or # act or acts of dishonesty by Executive that are materially and substantially injurious to the Company or its business.

Definition of Cause. “Cause” means the occurrence or existence of any of the following with respect to Executive, as determined by the Company: # unsatisfactory performance of Executive’s duties or responsibilities, provided that the Company has given Executive written notice specifying the unsatisfactory performance of his duties and responsibilities and afforded the Executive reasonable opportunity for cure, all as determined by the Company; # a material breach by Executive of any of his material obligations hereunder that the Company has given Executive written notice of; # willful failure to follow any lawful directive of the Company consistent with the Executive’s position and duties, after written notice and reasonable opportunity to cure, all as determined by the Company; # a material breach by the Executive of his duty not to engage in any transaction that represents, directly or indirectly, self-dealing with the Company or any of its Affiliates which has not been approved in writing by the Company’s President and CEO; # commission of any willful or intentional act which could reasonably be expected to materially injure the property, reputation, business, or business relationships of the Company or its customers; or # the conviction or the plea of nolo contendere or the equivalent in respect of a felony involving moral turpitude.

Definition of "Cause." For purposes of this Agreement, except as otherwise provided in the Participant's Contract of Employment or a written severance agreement between the Participant and the Company or a severance plan of the Company covering the Participant (including a change in control severance agreement or plan), "Cause" shall mean any one or more of the following, # gross negligence or willful misconduct of a material nature in connection with the performance of the Participant's duties, # an indictment or conviction for (or pleading guilty or nolo contendere to) a felony, # a non-de minimus intentional act of fraud, dishonesty or misappropriation (or attempted misappropriation) of the Company's or any of its Affiliates' funds or property; # the Company or any of its Affiliates having been ordered or directed by any federal or state regulatory agency with jurisdiction to terminate or suspend the Participant's employment and such order or directive has not been vacated or reversed upon appeal; # a violation of [Section 6] hereof or any similar covenant or agreement between the Participant and the Company or an Affiliate; # the Participant's breach of any of material obligations in his or her employment agreement or offer letter; # the Participant's breach of his fiduciary duties as an officer or director of the Company or any of its Affiliates; # the Participant's continued failure or refusal after written notice from the chief executive officer or his delegate (or the Board, in the case of the chief executive officer) to implement or follow the direction of the chief executive officer or his delegate (or the Board, as applicable); or # any circumstances where the Company or its Affiliate may terminate the Participant's employment without notice in accordance with the Participant's Contract of Employment.

Definition of Cause. “ Cause” means with respect to a Participant’s termination of Service, the following: # in the case where there is no employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant (or where there is such an agreement but it does not define “cause” (or words of like import, which shall include but not be limited to “gross misconduct”)), termination due to a Participant’s # failure to substantially perform Participant’s duties or obey lawful directives that continues after receipt of written notice from the Company and a 10-day opportunity to cure; # gross misconduct or gross negligence in the performance of Participant’s duties; # fraud, embezzlement, theft, or any other act of material dishonesty or misconduct; # conviction of, indictment for, or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude; # material breach or violation of any agreement with the Company or its Affiliates, any restrictive covenant applicable to Participant, or any Company policy (including, without limitation, with respect to harassment); or # other conduct, acts or omissions that, in the good faith judgment of the Company, are likely to materially injure the reputation, business or a business relationship of the Company or any of its Affiliates; or # in the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant that defines “cause” ​(or words of like import, which shall include but not be limited to “gross misconduct”), “cause” as defined under such agreement. With respect to a termination of Service for a non-employee director, Cause means an act or failure to act that constitutes cause for removal of a director under applicable law. Any voluntary termination of Service by the Participant in anticipation of an involuntary termination of the Participant’s Service for Cause shall be deemed to be a termination for Cause.

Definition of Cause. For purposes of this Agreement, “Cause” for termination will mean any one or more of the following: # your willful failure to substantially perform your duties and responsibilities to the Company or deliberate violation of a Company policy; # your commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; # unauthorized use or disclosure by you of any proprietary information or trade secrets of the Company or any other party to whom you owe an obligation of nondisclosure as a result of your relationship with the Company; or # your willful breach of any of your obligations under any written agreement or covenant with the Company.

Definition of Cause. For purposes of this letter agreement, “Cause” means the occurrence of any one or more of the following: # your conviction of, or plea of no contest, with respect to any felony or any crime involving fraud, dishonesty or moral turpitude; # your participation in a fraud or act of dishonesty that results in material harm to the Company; # your intentional material violation of any contract or agreement between you and the Company, including but not limited to this letter agreement or your Employee Agreement on Confidential Information and Inventions, or your violation of any statutory duty that you owe to the Company, but only if you do not correct any such violation within thirty (30) days after written notice thereof has been provided to you (if such notice is reasonably practicable); or # your gross negligence or willful neglect of your job duties, as determined by the Board in good faith, but only if you do not correct such violation within thirty (30) days after written notice thereof has been provided to you (if such notice is reasonably practicable).

Definition of Cause. For purposes of this Agreement, “Cause” shall be defined to mean any of the following: # Executive’s failure, refusal or neglect to perform any of Executive’s material duties or obligations under this Agreement, or any material duties assigned to Executive consistent with the terms of this Agreement (Executive’s inability or failure to perform his obligations hereunder because of his death, Disability or incapacity, including during leaves of absence permitted by law or applicable policy of Employer, shall not be considered Cause for termination under this provision), or abide by any applicable policy of Employer, or Executive’s breach of any material term or condition of this Agreement, and continuation of such failure, refusal, neglect, or breach after written notice and the expiration of a ten (10) day cure period; provided, however, that it is not the parties’ intention that the Employer shall be required to provide successive

Definition of “Cause”. For purposes of this Agreement, “Cause” shall mean any of the following: # acts of moral turpitude, fraud or dishonesty that involve the assets of the Company, its customers, suppliers or affiliates; # the conviction of, or a pleading of guilty or nolo contendere to, a felony other than involving a traffic related infraction; # use of narcotics, liquor or illicit drugs in a manner that has had a detrimental effect on the performance of your duties; # willfully and repeatedly neglecting your duties to the Company; # engaging in any conduct which, after an investigation by a neutral third party, is determined to be discriminatory or harassing toward other Company employees; or # engaging in any conduct which breaches a material provision of this Agreement or the Inventions Agreement (as defined below).

Definition of Cause. As used herein, the term “Cause” shall mean: # fraud, embezzlement, or illegal misconduct in connection with Employee’s duties under this Agreement; # Employee’s commission of, or plea of guilty or nolo contendere to, a crime that constitutes a felony (excluding minor traffic violations); # willful misconduct or gross negligence that is materially injurious to Company’s business, reputation or affairs; # alcohol or substance abuse that materially interferes with the performance by Employee of his duties or obligations; # repeated absence from work during normal business hours for reasons other than permitted absence; # violation of this Agreement or any other material agreement between Employee and Company; # repeated violation of any of the material policies or practices of Company (including but not limited to discrimination or harassment), or a single serious violation of such policies or practices that Company, in its discretion, determines is materially injurious to the business or reputation of Company; or # material failure or refusal to perform the duties and obligations delegated to Employee commensurate with Employee’s position as an employee of Company, which, if capable of being cured, continues after # Company delivers a written notice to Employee describing such failure or refusal, and # Employee has failed to cure such failure or refusal after a reasonable time period determined by Company in its reasonable discretion (not to be less than 30 days)