"Cause" shall be deemed to exist upon any of the following, determined by a majority of the members of the Board in its sole discretion: # the indictment of Executive for, or the entry of a plea of guilty or nolo contendere by Executive to, a felony charge or any crime involving moral turpitude; # Unlawful conduct on the part of Executive that may reasonably be considered to reflect negatively on the Company or compromise the effective performance of Executive’s duties as determined by the Board in its sole discretion; # Executive’s willful misconduct in connection with his duties or willful failure to use reasonable effort to perform substantially his responsibilities in the best interest of the Company (including, without limitation, breach by the Executive of this Agreement), except in cases involving Executive’s mental or physical incapacity or disability; # Executive’s willful violation of the Company’s Business Ethics Policy, Code of Ethics or any other Company policy that may reasonably be considered to reflect negatively on the Company or compromise the effective performance of Executive’s duties as determined by the Board in its sole discretion; # fraud, material dishonesty, or gross misconduct in connection with the Company perpetrated by Executive; # Executive undertaking a position or any activity in or in furtherance of competition with Company during the Employment Term; # Executive having caused substantial harm to the Company with intent to do so or as a result of gross negligence in the performance of his duties; or # Executive having wrongfully and substantially enriched himself at the expense of the Company.

Executive’s conviction of, or plea of guilty or nolo contendere to, any crime involving moral turpitude or any felony; # any act of fraud, embezzlement, theft, misrepresentation, material dishonesty, gross negligence or willful misconduct by Executive; # Executive’s willful and repeated refusal to attempt in good faith to implement a clear, reasonable and lawful directive from the Board that is consistent with his position; # conduct by Executive that brings or is reasonably expected to bring Executive or the Company into disrepute or otherwise make Executive unfit to continue to serve as an officer of the Company, in each case, in any material respect; # Executive’s breach of fiduciary duty owed to the Company; or # Executive’s material breach of this Agreement, another material written agreement with the Company or the Company’s material written policies or procedures; provided, that solely for purposes of [clause (i) or (vii)] of this paragraph, the Company will not be deemed to have Cause unless # the Company first provides Executive with written notice of the condition giving rise to Cause within 30 days of the date the Board first becomes aware of its initial occurrence; and # if curable, Executive fails to cure such condition within 30 days after receiving such written notice.

“Cause” means: # Executive’s gross negligence, willful misconduct or material dishonesty in the performance of, or nonperformance of, Executive’s duties or any other conduct reasonably expected to bring material harm to any member of the Company Group; # Executive has committed # acts constituting a felony or otherwise engaged in conduct that materially diminishes Executive’s credibility or reputation, or pleaded guilty or no contest to a felony or other crime causing harm to the Company or its Affiliates (or the procedural equivalents of the foregoing), or # any act (whether by act or omission) constituting fraud, deceit, embezzlement, or perjury with respect to any member of the Company Group or which could reasonably be expected to bring harm to any member of the Company Group; (iii) (A) a material breach by Executive of this Agreement or any other agreement to which Executive is a party with any member of the Company Group, # a material breach by Executive of any other obligations to the Company Group, including pursuant to any written policies, rules and regulations of the Company or any member of the Company Group (including any refusal by Executive, upon request by the Company, to be screened or tested for drug use) applicable to Executive, or # Executive shall have refused to perform lawful directives of the Board or any Person to whom Executive reports, which in the case of (iii)(A), (B) or (C) is not cured, if curable, within ten (10) calendar days of notice from the Company; # Executive shall have engaged in dishonesty during Executive’s hiring process, including breach of any representation herein; # Executive shall have failed to disclose to the Company any conflict of interest Executive has with the Company or any member of the Company Group; # Executive repeatedly being under the influence of drugs or alcohol (other than over-the-counter or prescription medicine or other medically-related drugs to the extent they are taken in accordance with their directions or under the supervision of a physician) which inhibits the performance of Executive’s duties, or, while under the influence of such drugs or alcohol, engaging in inappropriate conduct during the performance of Executive’s duties; # Executive’s failure to cooperate with a bona fide internal or external investigation; # Executive’s continued refusal to substantially perform the Executive’s duties, which is not cured, if curable, within five (5) days of notice from the Company. All determinations hereunder will be made by the Board (or its authorized designee) other than Executive (if applicable) and, to the extent made in good faith, will be final and binding on all parties.

“Cause” shall mean: # the commission by the Executive of any act or omission that would constitute a felony or any crime of moral turpitude under Federal law or the law of the state or foreign law in which such action occurred; # dishonesty, disloyalty, fraud, willful misconduct, embezzlement, misappropriation, theft, disclosure of trade secrets or confidential information or other acts or omissions by the Executive that result in a breach of fiduciary or other material duty to the Company, the Employer or any of the Companies; # continued reporting to work or working under the influence of alcohol, an illegal drug, an intoxicant or a controlled substance which renders the Executive incapable of performing Executive’s material duties to the satisfaction of the Company or the Employer; # the Executive’s material breach of this Agreement or any other written agreement or covenant with the Company, the Employer or any of the Companies, which material breach shall continue after thirty (30) days’ written notice to the Executive and an opportunity to cure such breach, to the extent curable; # the Executive's substantial disregard in the performance of the Executive’s material duties and/or responsibilities with respect to the Company, the Employer or any of the Companies, which substantial disregard shall continue after thirty (30) days’ written notice to the Executive and an opportunity to cure, to the extent curable; or # an act of gross negligence in connection with the Executive's duties.

“Cause” shall mean # any fraud, misappropriation or embezzlement by Executive in connection with or affecting the business of the Company or its affiliates, # any conviction of (including any plea of guilty or no contest to) a felony or a gross misdemeanor by Executive, # any gross neglect or persistent neglect by Executive to perform the duties assigned to Executive or any other act that can be reasonably expected to cause substantial economic or reputational injury to the Company, # any material breach of Articles 3.1, 4.1, 6 or 7 of this Agreement, or # any material violation of the Company’s written policies, procedures or codes of conduct. Provided further that in connection with clauses # – (v), Executive shall first have received a written notice from the Corporation’s Chief Executive

For purposes of this Plan, “Cause” shall mean the occurrence of any of the following events, as determined by the Board or a committee designated by the Board, in its sole discretion: # Executive’s conviction of any felony or any crime involving moral turpitude or dishonesty, # Executive’s participation in a fraud or act of dishonesty against the Company, # Executive’s willful and material breach of Executive’s duties that has not been cured within 30 days after written notice from the Company officer to whom the Executive reports (or the Board if Executive reports to the Board), # Executive’s intentional and material damage to the Company’s property, # Executive’s material breach of any agreement between the Executive and the Company, including Executive’s Employee Proprietary Information and Inventions Assignment Agreement, or # Executive’s repeated failure to satisfactorily perform Executive’s job duties. The determination whether a termination is for “Cause” under the foregoing definition shall be made by the Company in its sole discretion.

Cause means the occurrence of one or more of the following events or circumstances as determined in good faith by the Board (excluding, for this purpose and any other references in this Section 7(a), Executive): # Executive’s gross negligence or willful misconduct in the performance of duties to the Company as determined in good faith by the Board, # commission of any act of fraud, embezzlement, or dishonesty, in each case, that results in material harm to the Company # any material unauthorized use or disclosure of any confidential and proprietary information or trade secrets of the Company (or a successor, if appropriate) or any other party to whom Executive owes an obligation of nondisclosure as a result of Executive’s service relationship with the Company (or a successor, if appropriate) as determined in good faith by the Board, # conviction of an act that constitutes a felony (other than a driving offense related solely to driving in excess of the speed limit) or a crime involving moral turpitude, or # Executive’s material breach of any of Executive’s material obligations under this Agreement or any other written agreement or covenant with the Company (or a successor, if appropriate).

"Cause" shall mean: # proven or admitted # embezzlement, or # material dishonest misuse of the Company funds or assets; # an admitted or proven act constituting a felony or misdemeanor (other than minor offenses such as traffic violations) or conviction for such act; # continued conduct materially adverse to the interests of the Company which does not cease within thirty (30) days of written notice from the Board of Directors of the Company; # repeated material failure by Executive, after written warning by the Board of Directors of the Company, to perform the duties of his or her employment (including without limitation material failure to follow or comply with the reasonable and lawful written directives of the Board of Directors of the Company); or # breach of any statutory or common law fiduciary duty of loyalty to the Company which is not cured within thirty (30) days of written notice from the Board of Directors of the Company.

business of the Company; or # Executive’s conviction of, or plea of nolo contendere to, a felony, a crime of moral turpitude or any crime involving the Company that causes material damages to the property or business of the Company. For purposes of this Agreement, no act or failure to act on the Executive’s part will be considered “willful” unless it is done, or omitted to be done, by him in bad faith or without reasonable belief that his action or omission was in the best interests of the Company or an affiliate of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel will be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company or an affiliate.

Cause. For purposes of this Agreement, “Cause” shall mean: # the Executive’s commission of any felony or commission of any crime involving fraud, dishonesty or moral turpitude; # the Executive’s commission or attempted commission of or participation in a fraud or act of dishonesty against the Company; # the Executive’s material breach of any contract or agreement between the Executive and the Company or the Executive’s material breach of any legal duty he owes to the Company; # conduct by the Executive that constitutes insubordination, incompetence or neglect of duties; # the Executive’s failure to perform the duties, functions and responsibilities of the Executive’s position; or # the Executive’s failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation; provided, however, the actions or conduct described in [clauses (iv) and (v) above] shall only constitute Cause if the Company provides the Executive with written notice thereof and the Executive has not, within 30 days of receipt such written notice, discontinued the cited conduct or remedied the failure to perform and further provided that lawful actions taken by the Executive in the exercise of his rights under the United States Constitution shall not constitute a breach of subsection # above.