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Cause. Nothing in this Agreement shall be construed to prevent its termination by Employer at any time for "cause". For purposes of this Agreement, "cause" shall mean # the willful and material failure of Employee to perform or observe (other than by reason of disability as contemplated in paragraph 9(a)) any of the terms or provisions of this Agreement, including the failure of Employee to follow the reasonable written directions of Employer's President and Chief Executive Officer or Board of Directors, # dishonesty or misconduct on the part of Employee that is or is reasonably likely to be damaging or detrimental to the business of Employer, # conviction of a crime involving moral turpitude, # habitual insobriety or failure to perform duties due to abuse of alcohol or drugs, or # misappropriation of funds. Prior to terminating this Agreement on account of Employee's failure to perform or observe any of the terms and conditions of this Agreement (but not for any of the other enumerated "causes" stated in [(ii) through (v) above]), Employer shall give Employee thirty (30) days written notice and an opportunity to cure such failure to the satisfaction of Employer. Upon termination for cause, Employer shall pay to Employee all sums due to Employee through the date of such termination. Following such a termination, Employer shall have no further duty or obligation to Employee; provided, however, that Employee shall continue to be bound by [Sections 10 through 16].

Cause. Nothing in this Agreement shall be construed to prevent its termination by Employer at any time for "cause"cause. For purposes of this Agreement, "cause"cause shall mean # the willful and material failure of Employee to perform or observe (other than by reason of disability as contemplated in paragraph 9(8(a)) any of the terms or provisions of this Agreement, including the failure of Employee to follow the reasonable written directions of Employer'Employer’s President and Chief Executive Officer or Board of Directors, # dishonesty or misconduct on the part of Employee that is or is reasonably likely to be damaging or detrimental to the business of Employer, # conviction of a crime involving moral turpitude, # habitual insobriety or failure to perform duties due to abuse of alcohol or drugs, or # misappropriation of funds. Prior to terminating this Agreement on account of Employee'Employee’s failure to perform or observe any of the terms and conditions of this Agreement (but not for any of the other enumerated "causes"“causes” stated in [(ii) through (v) above]), Employer shall give Employee thirty (30) days written notice and an opportunity to cure such failure to the satisfaction of Employer. Upon termination for cause, Employer shall pay to Employee all sums due to Employee through the date of such termination. Following such a termination, Employer shall have no further duty or obligation to Employee; provided, however, that Employee shall continue to be bound by [Sections 1011 through 16]13].

Cause. Nothing in this Agreement shall be construed to prevent its termination by Employer at any time for "cause". For purposes of this Agreement, "cause" shall meana termination for "Cause" means a termination of Employee’s employment by the Company based upon Employee's: # the willful and material failure of Employee to perform or observe (other than by reason of disability as contemplated in paragraph 9(a)) any of the terms or provisions of this Agreement, including the failure of Employee to follow the reasonable written directions of Employer's President and Chief Executive Officer or Board of Directors, # dishonesty or misconduct on the part of Employee that is or is reasonably likely to be damaging or detrimental to the business of Employer, # conviction of a crime involving moral turpitude, # habitual insobriety orpersistent failure to perform duties consistent with a commercially reasonable standard of care (other than due to abusea physical or mental impairment or due to an action or inaction directed by the Company that would otherwise constitute Good Reason); # willful neglect of alcoholduties (other than due to a physical or drugs,mental impairment or due to an action or inaction directed by the Company that would otherwise constitute Good Reason); # conviction of, or pleading nolo contendere to, criminal or other illegal activities involving dishonesty or moral turpitude; # material breach of this Agreement; # material breach of the Company's business policies, accounting practices or standards of ethics; # material breach of any applicable non-competition, non-solicitation, trade secrets, confidentiality or similar restrictive covenant, or # misappropriation of funds. Prior to terminating this Agreement on account of Employee's failure to performmaterially cooperate with or observe anyimpeding an investigation authorized by the Company Board. Employee’s termination for Cause shall not be effective unless the Company has given Employee no less than thirty days’ notice of termination and the actions underlying its Cause determination, and Employee has failed to cure the condition or event constituting Cause [[Organization A:Organization]] Board’s reasonable satisfaction within thirty days following receipt of the terms and conditionsNotice of this Agreement (but not for any of the other enumerated "causes" stated in [(ii) through (v) above]), Employer shall give Employee thirty (30) days written notice and an opportunity to cure such failure to the satisfaction of Employer. Upon termination for cause, Employer shall pay to Employee all sums due to Employee through the date of such termination. Following such a termination, Employer shall have no further duty or obligation to Employee; provided, however, that Employee shall continue to be bound by [Sections 10 through 16].Termination.

1.1For Cause. Nothing in this AgreementCompany shall be construedhave the right to prevent its termination by Employerterminate the employment of Employee hereunder at any time for "cause"Cause (as hereinafter defined). For purposes of this Agreement, "cause" shall mean # the willful and material failure of Employee to perform or observe (other than by reason of disability as contemplated in paragraph 9(a)) any of the terms or provisions of this Agreement, including the failure of Employee to follow the reasonable written directions of Employer's President and Chief Executive Officer or Board of Directors, # dishonesty or misconduct on the part of Employee that is or is reasonably likely to be damaging or detrimental to the business of Employer, # conviction of a crime involving moral turpitude, # habitual insobriety or failure to perform duties due to abuse of alcohol or drugs, or # misappropriation of funds. Prior to terminating this Agreement on account of Employee's failure to perform or observe any of the terms and conditions of this Agreement (but not for any of the other enumerated "causes" stated in [(ii) through (v) above]), Employer shall give Employee thirty (30) days written notice and an opportunity to cure such failure to the satisfaction of Employer. Upon termination for cause, Employer shall pay to Employee all sums due to Employee through the date of such termination. Following such a termination, Employer shall have no further duty or obligation to Employee; provided, however, that Employee shall continuenot be deemed to have been terminated for Cause without # at least three days' prior written notice to Employee setting forth the reasons for the Company's intention to terminate for "Cause", # an opportunity for the Employee, together with his counsel, to be boundheard before the Board, and # delivery to the Officer of a written notice of termination (which date of delivery of such notice shall be the Early Termination Date), as defined herein, from the Board finding that in the good faith opinion of the Board, Employee engaged in the conduct set forth therein, and specifying the particulars thereof in detail. For purposes of this Agreement "Cause" shall mean the occurrence of any of the following acts or events by [Sections 10 through 16].or relating to Employee: # any material misrepresentation by Employee in this Agreement; # any material breach of any obligations of Employee under this Agreement; # habitual insobriety or use of illegal drugs by Employee while performing his duties hereunder or which adversely affects Employee’s performance of his duties hereunder, # any gross negligence of intentional misconduct with respect to the performance of Employee’s duties under this Agreement, and/or # Employee’s theft or embezzlement, from the Company, willful dishonesty towards, fraud upon, or deliberate injury or attempted injury to, the Company, Employee shall not be entitled to any other compensation hereunder for any period subsequent to the effective date of termination.

Cause. Nothing inThe Company may terminate the Employee's employment under this Agreementagreement for "Cause," effective immediately upon delivery of written notice to the Employee. Cause shall be construeddeemed to prevent its termination by Employer at any time for "cause". For purposesexist if the Employee shall have # materially breached the terms of this Agreement, "cause" shall meanAgreement; # the willfulwillfully failed to substantially perform his duties, other than a failure resulting from incapacity due to physical or mental illness; or # engaged in serious misconduct which is demonstrably and material failure of Employee to perform or observe (other than by reason of disability as contemplated in paragraph 9(a)) any of the terms or provisions of this Agreement, including the failure of Employee to follow the reasonable written directions of Employer's President and Chief Executive Officer or Board of Directors, # dishonesty or misconduct on the part of Employee that is or is reasonably likely to be damaging or detrimentalsubstantially injurious to the business of Employer, # conviction of a crime involving moral turpitude, # habitual insobrietyCompany. No act or failure to perform duties due to abuse of alcoholact will be considered "Cause" if such act or drugs, or # misappropriation of funds. Prior to terminating this Agreement on account of Employee's failure to perform or observe anyis done in good faith and with a reasonable belief that it is in the best interests of the terms and conditions of this Agreement (but not for any of the other enumerated "causes" stated in [(ii) through (v) above]), Employer shall give Employee thirty (30) days written notice and an opportunity to cure such failure to the satisfaction of Employer. Upon termination for cause, Employer shall pay to Employee all sums due to Employee through the date of such termination. Following such a termination, Employer shall have no further duty or obligation to Employee; provided, however, that Employee shall continue to be bound by [Sections 10 through 16].Company.

Cause. Nothing in this Agreement shall be construed to prevent its termination by EmployerThe Company may terminate Employee’s employment at any timetime, without notice and with immediate effect, for "cause".Cause. For purposes of this Agreement, "cause"Cause shall mean # the willful and materialrepeated failure of Employee to perform or observesubstantially the Employee’s duties with the Company (other than by reason of disability as contemplated in paragraph 9(a)) any of the terms or provisions of this Agreement, including thesuch failure of Employee to follow the reasonable written directions of Employer's President and Chief Executive Officer or Board of Directors, # dishonesty or misconduct on the part of Employee that is or is reasonably likely to be damaging or detrimental to the business of Employer, # conviction of a crime involving moral turpitude, # habitual insobriety or failure to perform dutiesresulting from incapacity due to abuse of alcoholphysical or drugs, or # misappropriation of funds. Prior to terminating this Agreement on account of Employee's failure to perform or observe any ofmental illness) after having received written notice from the terms and conditions of this Agreement (but not for any of the other enumerated "causes" stated in [(ii) through (v) above]), Employer shall give Employee thirty (30) days written noticeCompany and an opportunity to cure such failurecorrect; # Employee’s conviction of, or plea of guilty or nolo contendere to, a felony which is materially and demonstrably injurious to the satisfactionCompany; or # Employee’s willful engagement in material and gross misconduct in violation of Employer. Upon termination for cause, Employer shall pay to Employee all sums due to Employee through the date of such termination. Following such a termination, Employer shall have no further duty or obligation to Employee; provided, however, that Employee shall continue to be bound by [Sections 10 through 16].Company policy.

Cause. Nothing in this Agreement shallThe Company may terminate Employee’s services hereunder "for cause" by delivering to Employee not less than ten (10) days prior to the date on which the termination is to be construedeffective, a written notice of termination for cause specifying the act, acts or failure to prevent its termination by Employer at any time for "cause".act that constitute the cause. For the purposes of this Agreement, "cause"for cause shall meanmean: # the willful andany act of material failurefraud or embezzlement, # commission by Employee of Employeeany felony or entry of a plea of nolo contendere to perform or observe (other thana felony charge; # commission by reason of disability as contemplated in paragraph 9(a)) any of the terms or provisions of this Agreement, including the failure of Employee to follow the reasonable written directions of Employer's President and Chief Executive Officer or Board of Directors, # dishonesty or misconduct on the part of Employee that is or is reasonably likely to be damaging or detrimental to the business of Employer, # conviction of a crime involving moral turpitude,turpitude or any knowing violation of any federal or state banking or securities law, # habitual insobriety or failureany repeated refusal by Employee to perform Employee’s duties due to abuse of alcohol or drugs, or # misappropriation of funds. Prior to terminating this Agreement on account of Employee's failure to perform or observe any ofconsistent with the terms and conditions of this Agreement (butafter reasonable notice and opportunity to cure, # any material breach by Employee of this Agreement, if such material breach, if capable of cure, is not for any of the other enumerated "causes" stated in [(ii) through (v) above]), Employer shall give Employee thirty (30)cured within twenty (20) days after written notice and an opportunity to cure such failure tothereof, # the satisfactiongross negligence or gross misconduct (including conflict of Employer. Upon termination for cause, Employer shall pay to Employee all sums due to Employee throughinterest in carrying out Employee's duties under this Agreement), or # the datedeath of such termination. Following such a termination, Employer shall have no further duty or obligation to Employee; provided, however, that Employee shall continue to be bound by [Sections 10 through 16].Employee.

Cause. Nothing inAt any time during the Employment Period, the Company may terminate this Agreement shall be construed to prevent its termination by Employer at any timeand the Executive’s employment hereunder for "cause".Cause. For purposes of this Agreement, "cause"Cause shall meanmean: # the willful and materialcontinued failure of Employeethe Executive to perform or observesubstantially his duties and responsibilities for the Company (other than any such failure resulting from the Executive’s death or Disability) after a written demand by reason of disability as contemplated in paragraph 9(a)) any of the terms or provisions of this Agreement, including the failure of Employee to follow the reasonable written directions of Employer's President and Chief Executive Officer or Board of Directors, # dishonesty or misconduct on the part of Employee thatfor substantial performance is or is reasonably likely to be damaging or detrimentaldelivered to the business of Employer, # conviction of a crime involving moral turpitude, # habitual insobriety orExecutive by the Company, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties and responsibilities, which willful and continued failure to perform duties due to abuse of alcohol or drugs, or # misappropriation of funds. Prior to terminating this Agreement on account of Employee's failure to perform or observe any ofis not cured by the terms and conditions of this Agreement (but not for any of the other enumerated "causes" stated in [(ii) through (v) above]), Employer shall give EmployeeExecutive within thirty (30) days following his receipt of such written noticedemand; # the conviction of, or plea of guilty or nolo contendere to, a felony, or # fraud, dishonesty or gross misconduct which is materially and an opportunity to cure such failuredemonstratively injurious to the satisfactionCompany. Termination under [clauses (b) or (c) of Employer. Upon termination for cause, Employerthis Section 11(c)(1)] shall paynot be subject to Employee all sums due to Employee through the date of such termination. Following such a termination, Employer shall have no further duty or obligation to Employee; provided, however, that Employee shall continue to be bound by [Sections 10 through 16].cure.

Cause. Nothing inAt any time during the Employment Period, the Company may terminate this Agreement shall be construed to prevent its termination by Employer at any timeand the Executive’s employment hereunder for "cause".Cause. For purposes of this Agreement, "cause"Cause shall meanmean: # the willful and materialcontinued failure of Employeethe Executive to perform or observesubstantially his duties and responsibilities to the Company (other than any such failure resulting from the Executive’s death or Disability) after a written demand by reason of disability as contemplated in paragraph 9(a)) any of the terms or provisions of this Agreement, including the failure of Employee to follow the reasonable written directions of Employer's President and Chief Executive Officer or Board of Directors, # dishonesty or misconduct on the part of Employee thatfor substantial performance is or is reasonably likely to be damaging or detrimentaldelivered to the business of Employer, # conviction of a crime involving moral turpitude, # habitual insobriety orExecutive by the Company, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties and responsibilities, which willful and continued failure to perform duties due to abuse of alcohol or drugs, or # misappropriation of funds. Prior to terminating this Agreement on account of Employee's failure to perform or observe any ofis not cured by the terms and conditions of this Agreement (but not for any of the other enumerated "causes" stated in [(ii) through (v) above]), Employer shall give EmployeeExecutive within thirty (30) days following his receipt of such written noticedemand; # the conviction of, or plea of guilty or nolo contendere to, a felony, or # fraud, dishonesty or gross misconduct which is materially and an opportunity to cure such failuredemonstratively injurious to the satisfactionCompany. Termination under [clauses (b) or (c) of Employer. Upon termination for cause, Employerthis Section 11(c)(1)] shall paynot be subject to Employee all sums due to Employee through the date of such termination. Following such a termination, Employer shall have no further duty or obligation to Employee; provided, however, that Employee shall continue to be bound by [Sections 10 through 16].cure.

For Cause. Nothing in this Agreement shall be construed to prevent its termination by Employer at any time for "cause". For purposes of this Agreement, "cause" shall mean #The Company may terminate the willful and material failure of Employee to perform or observe (other than by reason of disability as contemplated in paragraph 9(a)) anyemployment of the terms or provisions of this Agreement, including the failure of Employee to follow the reasonable written directions of Employer's President and Chief Executive Officer or Board of Directors, # dishonesty or misconduct on the part of Employee that is or is reasonably likely to be damaging or detrimentalprior to the business of Employer, # conviction of a crime involving moral turpitude, # habitual insobriety or failure to perform duties due to abuse of alcohol or drugs, or # misappropriation of funds. Prior to terminating this Agreement on account of Employee's failure to perform or observe anyend of the terms and conditionsTerm of this Agreement (but not for anyfor cause.” Termination “for cause” shall be defined as a termination by the Company of the other enumerated "causes" stated in [(ii) through (v) above]), Employer shall giveemployment of the Employee occasioned by # the failure by the Employee to cure a willful breach of a material duty imposed on the Employee under this Agreement within thirty (30) days after written notice and an opportunitythereof by the Company or the continuation by the Employee after written notice by the Company of a willful neglect of a duty imposed on the Employee under this Agreement, # the Employee’s conviction of (or plea of guilty or nolo contendere to) a misdemeanor which constitutes a crime of moral turpitude and, in the good faith opinion of the Committee, materially damages the Company or to cure such failureany subsidiary or affiliate of the Company, # the Employee’s conviction of (or plea of guilty or nolo contendere to) a felony (including, without limitation, any felony constituting a crime of moral turpitude), # any act of gross negligence or corporate waste by the Employee that adversely affects the Company, # the commission of any intentional tort by the Employee against the Company causing loss, damages or harm to the satisfactionCompany, # the misappropriation of Employer. Uponproprietary information or confidential information, or # any breach of the Invention Assignment Agreement. In the event of termination forby the Companyfor cause, Employer” all salary, benefits and other payments shall pay to Employee all sums due to Employee throughcease at the datetime of such termination. Following such a termination, Employerand the Company shall have no further duty or obligationobligations to Employee; provided, however, that Employee shall continue to be bound by [Sections 10 through 16].the Employee.

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