"CAUSE" shall include # continued failure by Executive to perform substantially Executive's duties and responsibilities (other than a failure resulting from Permanent Disability) that is materially injurious to the Company and that remains uncorrected for 10 days after receipt of appropriate written notice from the Board; # engagement in willful, reckless or grossly negligent misconduct that is materially injurious to Company or any of its affiliates, monetarily or otherwise; # except as provided by (D), the indictment of Executive with a crime involving moral turpitude or a felony; # the indictment of Executive for an act of criminal fraud, misappropriation or personal dishonesty;or # a material breach by Executive of any provisionof this Agreement that is materially injurious to the Company and that remains uncorrected for 10 days following written notice of such breach by the Company to Executive identifying the provision of this Agreement that Company determined has been breached. For purposes of [(C) and (D)], if the criminal charge is subsequently dismissed with prejudice or the Executive is acquitted at trial or on appeal then the Executive will be deemed to have been terminated without Cause.

"Cause" for termination by the Company of Executive's employment, shall mean # an action by Executive involving willful malfeasance in connection with his employment which results in material harm to the Company, # a material and continuing breach by Executive of the terms of this Agreement which breach is not cured within 60 days after Executive receives written notice from the Company of any such breach or # Executive being convicted of a felony. Termination of Executive for Cause shall be communicated by a Notice of Termination given within six months after the Board both # had knowledge of conduct or an event allegedly constituting Cause and # had reason to believe that such conduct or event could be grounds for Cause. For purposes of this definition, no act, or failure to act, on Executive's part shall be deemed "willful" unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive's act, or failure to act, was in the best interest of the Company and its subsidiaries.

For purposes of this Agreement, the term “Cause” shall mean any material breach of this Agreement by Executive or material, gross, and willful misconduct on the part of the Executive in connection with his employment duties hereunder, in all cases that is not cured within fourteen (14) days after receipt of notice thereof (to the extent such breach is capable of being cured), or the Executive’s conviction of or entering of a guilty plea or a plea of no contest with respect to a felony or any crime involving fraud, larceny, or embezzlement resulting in material harm to the Corporation by the Executive.

"Cause" for termination by the Company of Executive's employment, shall mean # an action by Executive involving willful malfeasance in connection with her employment which results in material harm [[Organization A:Organization]] the Company, # a material and continuing breach by Executive of the terms of this Agreement which breach is not cured within 60 days after Executive receives written notice from the Company of any such breach or # Executive being convicted of a felony. Termination of Executive for Cause shall be communicated by a Notice of Termination given within six months after the Board both # had knowledge of conduct or an event allegedly constituting Cause and # had reason [[Organization A:Organization]] believe that such conduct or event could be grounds for Cause. For purposes of this definition, no act, or failure [[Organization A:Organization]] act, on Executive's part shall be deemed "willful" unless done, or omitted [[Organization A:Organization]] be done, by Executive not in good faith and without reasonable belief that Executive's act, or failure [[Organization A:Organization]] act, was in the best interest of the Company and its subsidiaries.

At any time during the Employment Period, the Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: # the willful and continued failure of the Executive to perform substantially 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 the Board for substantial performance is delivered to the Executive 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 is not cured by the Executive within thirty (30) days following his receipt of such written demand; # the conviction of, or plea of guilty or nolo contendere to, a felony, or # fraud, dishonesty or gross misconduct which is materially and demonstratively injurious to the Company. Termination under [clauses (b) or (c) of this Section 11(c)(1)] shall not be subject to cure.

“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.