Cause Definition. “Cause” shall mean: # conduct constituting embezzlement, material misappropriation or fraud, whether or not related to your employment with the Company; # conduct constituting a felony, whether or not related to your employment with the Company; # conduct constituting a financial crime, material act of dishonesty or material unethical business conduct, involving the Company; # willful unauthorized disclosure or use of Confidential Information; # the failure to substantially obey a material lawful directive that is appropriate to your position from a superior in your reporting line or the Board; # your material breach of any material obligation under this Agreement; # the failure or refusal to substantially perform your material obligations under this Agreement (other than any such failure or refusal resulting from your STD or LTD); # the willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, whether or not related to employment with the Company, after being instructed by the Company to cooperate; # the willful destruction of or willful failure to preserve documents or other material known to be relevant to any investigation referred to in subparagraph # above; or # the willful inducement of others to engage in the conduct described in subparagraphs # - (ix), including, without limitation, with regard to [subparagraph (vi)], obligations of others to the Company.

Definition of Cause. For purposes of this Agreement, “Cause” shall mean # Executive’s conviction by a court (or plea of guilty or no contest) of a felony, or any crime involving theft, dishonesty or moral turpitude; # act(s) or omission(s) by Executive which are willful and deliberate act(s) or omission(s) which harm or injure the business, operations, financial condition, properties, assets, prospects, value or reputation of the Company Group in any material respect; # Executive’s willful misconduct which results in material harm to the Company Group or which has a material adverse effect on the business, operations, properties, assets, prospects, value or business relationships of the Company Group; # Executive’s willful disregard of the lawful and reasonable directives of the Board or Executive’s willful failure to observe policies or standards approved by the Company, Company Group, or their Boards of Directors, including policies or standards regarding employment practices (including nondiscrimination and sexual harassment policies); # the use of illegal drugs or repetitive abuse of other drugs; # repetitive excessive consumption of alcohol, which results in material harm to the Company Group or its subsidiaries; or # Executive’s gross negligence or willful misconduct with respect to any member of the Company Group which results in material harm to the Company Group and/or which has a material adverse effect on the business, operations, properties, assets, prospects, value or business relationships of any member of the Company Group; or # a material breach by Executive of any material covenant or agreement between Executive and any member of the Company Group, including paragraphs 6, 7, 8, 9 and 10 hereof; provided that if the breach is not a breach of paragraphs 6, 7, 8, 9 and 10 hereof or any other restrictive covenant and is capable of remedy, Executive shall have ten (10) days from notification of the breach by the Company in which to remedy such breach. For avoidance of doubt a breach of paragraphs 6, 7, 8, 9 and 10 or any other restrictive covenant shall not be subject to remedy and any such breach shall be considered “Cause” for termination.

Definition of Cause. For purposes of this Agreement, “Cause” will mean:

Definition of Cause. “Cause” shall mean conduct involving one or more of the following: # the substantial and continuing failure of the Participant, after notice thereof, to render services to [[Organization A:Organization]] in accordance with the terms or requirements of his or her Business Relationship; # disloyalty, gross negligence, willful misconduct, dishonesty, fraud or breach of fiduciary duty to [[Organization A:Organization]]; # deliberate disregard of the rules or policies of [[Organization A:Organization]], or breach of an employment, consulting or other agreement with [[Organization A:Organization]], which results in direct or indirect loss, damage or injury to [[Organization A:Organization]]; # the unauthorized disclosure of any trade secret or confidential information of [[Organization A:Organization]]; # the commission of an act which constitutes unfair competition with [[Organization A:Organization]] or which induces any customer or supplier to breach a contract with [[Organization A:Organization]]; or # intentional acts on the part of the Participant that have generated material adverse publicity toward or about [[Organization A:Organization]].

Definition. For purposes of this Agreement, “Change of Control” means the removal of Executive as Chief Executive Officer or Board Chair as the result of the occurrence of any of the following events: # the sale, lease, conveyance or other disposition of all or substantially all of the Company’s assets as an entirety or substantially as an entirety to any person, entity or group of persons acting in concert; # any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than any then currently existing shareholder as of the Change of Control date, becoming the “beneficial owner” (as defined in Rule 13d-3 under said act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities but in no event shall the completion of an offering # of the Company’s Common Stock pursuant to a registration statement filed with the Securities and Exchange Commission in the Company’s initial public offering or # a private offering of shares of the capital stock of the Company constitute a Change of Control; or # a merger or consolidation of the Company with any other corporation or entity not affiliated with any currently existing shareholder, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation. ; and # the engagement of a new Chief Executive Officer of the Company.

Definition. A “Reorganization Event” shall mean: # any merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, # any transfer or disposition of all of the Common Stock of the ActiveUS 189069051

Definition. The award of an Incentive Stock Option under the Plan entitles the Participant to purchase shares of Stock at a price fixed at the time the option is awarded, subject to the following terms of this Article II.

Definition. The award of a Non-Qualified Stock Option under the Plan entitles the Participant to purchase shares of Stock at a price fixed at the time the option is awarded, subject to the following terms of this Article III.

Definition. A Stock Appreciation Right is an award that may or may not be granted in tandem with a Non-Qualified Stock Option or Incentive Stock Option, and entitles the holder to receive an amount equal to the difference between the Fair Market Value of the shares of option Stock at the time of exercise of the Stock Appreciation Right and the option price, subject to the applicable terms and conditions of the tandem options and the following provisions of this Article IV.

Definition. Restricted Stock awards are grants of Stock to Participants, the vesting of which is subject to a required period of employment and any other conditions established by the Board.