Common use of For Cause Clause in Contracts

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following reasons: (i1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b))felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; (ii2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records; (3) improper disclosure of the Company’s confidential or proprietary information; (iii4) any action by the Executive which has a detrimental effect on the Company’s reputation or business; (5) Executive’s material failure or inability to abide by perform any reasonable assigned duties after written notice from the applicable code(sCompany of, and a reasonable opportunity to cure, such failure or inability; (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; (7) a course of conduct amounting to gross incompetence; (8) chronic and unexcused absenteeism; (9) unlawful appropriation of a corporate opportunity; or other policies (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); , (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; , (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; , (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; , (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); , (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; , (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; , or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty (60) days of the Company’s learning of such act or acts or failure or failures to act; and (4) only in the case of clause (i), (iii), (v), (vi) or (vii) of the second sentence of this Section 6(c), the Executive fails to substantially cure such breach, to the extent such cure is possible, within sixty (60) days after the date that such written notice is given to the Executive.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act; and (4) only in the case of clause (i), (iii), (v), (vi) or (vii) of the second sentence of this Section 6(c), the Executive fails to substantially cure such breach, to the extent such cure is possible, within sixty days after the date that such written notice is given to the Executive.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous repeated failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation misappropriation, or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous repeated failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her Executive’s duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following (ireasons: 1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); (iifelony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, 2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, 3) improper disclosure of the Company; (iii’s confidential or proprietary information, 4) any action by the Executive which has a detrimental effect on the Company’s reputation or business, 5) Executive’s material failure or inability to abide by perform any reasonable assigned duties after written notice from the applicable code(sCompany of, and a reasonable opportunity to cure, such failure or inability, 6) any breach of this Agreement, which breach is not cured within 20 days following written notice of such breach, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. The Company may terminate the Executive’s employment this Agreement immediately for “Cause. .” For purposes of this purposeAgreement, “Cause” means shall be defined as: (1) Executive’s commission of fraud, misrepresentation, theft or embezzlement of Company assets; (2) Executive’s violations of law or of Company policies material to the occurrence performance of Executive’s duties; (3) Executive’s repeated insubordination or failure to comply with any valid and legal directive of his/her supervisor; (4) Executive’s engagement in dishonesty, illegal conduct, or misconduct, which is, in each case, injurious to the following Company or its affiliates; (i5) Executive’s conviction of, or plea of guilty or nolo contendere to a crime that constitutes either a felony or a misdemeanor involving embezzlement, misappropriation, moral turpitude or fraud, if such crime materially impairs the Executive’s continuous failure 's ability to substantially perform services for the Executive’s duties hereunder (unless such failure is a result of a Disability as defined Company or results in Section 6(b))harm to the Company or its affiliates; (ii6) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) breach of the Company; (iv) knowing or intentional misconduct by the Executive as a result provisions of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized usethis Agreement, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (includingincluding specifically, without limitation, the restrictive covenant obligations described in this Agreement or (7) the repeated failure to perform Executive’s improper use duties as required by Section 2 after written notice of such failure from Company (other than any such failure resulting from incapacity due to physical or disclosure of confidential or proprietary information of the Companymental illness); (vi) any intentional misconduct or illegal or grossly negligent conduct by provided, however, in the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) event of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A proposed termination for Cause related to Executive’s poor performance, Executive’s termination shall not take effect unless: be effective upon the expiration of a thirty (130) the Executive is given day cure period following written notice by the Company and a lack of its intention adequate corrective action having been undertaken by Executive to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days reasonable satisfaction of the Company’s learning of , in its sole discretion, during such act or acts or failure or failures to actthirty (30) day cure period.

For Cause. The Company may terminate the Executive’s employment For Cause immediately upon written notice for Cause. For this purpose, “Cause” means the occurrence of any of the following reasons: (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is x) commission of, or being indicted for, a result felony under U.S. or applicable state law, or (y) commission of a Disability as defined in Section 6(b)); misdemeanor where imprisonment may be imposed other than for a traffic-related offense, (ii) any act of material misconduct or gross negligence by Executive in the performance of Executive’s theftDuties and Responsibilities or any act of moral turpitude by Executive, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s commission of any act of theft, fraud or material failure to abide by the applicable code(s) of conduct or other policies (includingdishonesty, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct Executive’s willful failure to perform any reasonable duties assigned to him by the Chief Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity Officer of the Company (including, without limitation, the or Executive’s improper use refusal or disclosure of confidential or proprietary information failure to follow the lawful directives of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to Company after written notice from the Company monetarily of, and 30 calendar days to cure, such refusal or otherwise; failure, (viiv) any material breach by the Executive of this Agreement or any other written agreement executed by Executive with the provisions Company or any of Section 9 [Certain Employment Obligations] its affiliates that is not cured within ten calendar days following written notice of this Agreement; or such breach, and (viiivi) the Executive’s conviction unlawful appropriation of a material corporate opportunity (“For Cause”). Upon termination of Executive’s employment For Cause, the Company shall be under no further obligation to Executive, except to pay or provide (A) all accrued but unpaid Base Salary through the date of termination within 30 days following such termination, less all applicable deductions, and (B) any benefits and payments pursuant to the terms of any Benefit Plan, including any plea rights under the Consolidated Omnibus Budget Reconciliation Act of guilty or nolo contendere1985, as amended (the payments and benefits described in subsections (A) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3B) where practicable, herein shall be referred herein as the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act“Accrued Benefits”).

For Cause. The Company may terminate the Executive’s employment this Agreement immediately for “Cause. .” For purposes of this purposeAgreement, “Cause” means the occurrence of any of the following shall be defined as: (i1) the Executive’s continuous commission of fraud, misrepresentation, theft or embezzlement of Company assets; (2) Executive’s violations of law or of Company policies material to the performance of Executive’s duties; (3) Executive’s repeated insubordination or failure to substantially perform the comply with any valid and legal directive of Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b))supervisor; (ii4) the Executive’s theft, engagement in dishonesty, breach of fiduciary duty for personal profit illegal conduct, or falsification of any documents of the Companymisconduct, which is, in each case, injurious to Company or its affiliates; (iii5) the Executive’s conviction of, or plea of guilty or nolo contendere to a crime that constitutes either a felony or a misdemeanor involving embezzlement, misappropriation, moral turpitude or fraud, if such crime materially impairs Executive’s ability to perform services for Company or results in harm to Company or its affiliates; (6) Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) breach of the Company; (iv) knowing or intentional misconduct by the Executive as a result provisions of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized usethis Agreement, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (includingincluding specifically, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of restrictive covenant obligations described in this Agreement; or or, (viii7) the repeated failure to perform Executive’s conviction duties as required by Section 2 after written notice of such failure from Company (including other than any plea of guilty such failure resulting from incapacity due to physical or nolo contendere) mental illness); provided, however, in the event of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A proposed termination for Cause related to Executive’s poor performance, Executive’s termination shall not take effect unless: be effective upon the expiration of a thirty (130) the Executive is given day cure period following written notice by Company and a lack of adequate corrective action having been undertaken by Executive to the Company reasonable satisfaction of Company, in its intention to terminate the Executive for Cause; sole discretion, during such thirty (230) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actday cure period.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous repeated failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation misappropriation, or moral turpitude, or which materially impairs the Executive’s ability to perform his or her Executive’s duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous repeated failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following (ireasons: 1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); (iifelony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, 2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, 3) improper disclosure of the Company; (iii’s confidential or proprietary information, 4) any action by the Executive which has a detrimental effect on the Company’s reputation or business, 5) Executive’s material failure or inability to abide by perform any reasonable assigned duties after written notice from the applicable code(sCompany of, and a reasonable opportunity to cure, such failure or inability, 6) any breach of this Agreement, which breach is not cured within thirty (30) days following written notice of such breach, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the ExecutiveEmployee’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following (ireasons: 1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); (iifelony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, 2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, 3) improper disclosure of the Company; (iii’s confidential or proprietary information, 4) the Executive’s material failure to abide any action by the applicable code(sEmployee which has a detrimental effect on the Company’s reputation or business, 5) Employee ‘s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, 6) any breach of this Agreement, which breach is not cured within Sixty days following written notice of such breach, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Employee’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion subject. Upon termination of any tangible or intangible asset or corporate opportunity of Employee ‘s employment with the Company (including, without limitationfor cause, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious Company shall be under no further obligation to Employee, except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following reasons: (i1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, (ii2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, (3) improper disclosure of the Company; ’s confidential or proprietary information, (iii4) any action by the Executive which has a detrimental effect on the Company’s reputation or business, (5) Executive’s material failure or inability to abide by perform any reasonable assigned duties after written notice from the applicable code(sCompany of, and a reasonable opportunity to cure, such failure or inability, (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach, (7) a course of conduct amounting to gross incompetence, (8) chronic and unexcused absenteeism, (9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following (ireasons: 1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); (iifelony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, 2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, 3) improper disclosure of the Company; (iii’s confidential or proprietary information, 4) any action by the Executive which has a detrimental effect on the Company’s reputation or business, 5) Executive’s material failure or inability to abide by perform any reasonable assigned duties after written notice from the applicable code(sCompany of, and a reasonable opportunity to cure, such failure or inability, 6) any breach of this Agreement, which breach is not cured within 60days following written notice of such breach, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of employment with the Company (including, without limitationfor cause, the ExecutiveCompany shall pay the executive 3 month’s improper use or disclosure base salary upon notice of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious termination, all accrued but unpaid base salary, and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. The Company may terminate the Executive’s employment For Cause immediately upon written notice for Cause. For this purpose, “Cause” means the occurrence of any of the following reasons: (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is x) commission of, or being indicted for, a result felony under U.S. or applicable state law, or (y) commission of a Disability as defined in Section 6(b)); misdemeanor where imprisonment may be imposed other than for a traffic-related offense, (ii) any act of material misconduct or gross negligence by Executive in the performance of Executive’s theftDuties and Responsibilities or any act of moral turpitude by Executive, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s commission of any act of theft, fraud or material failure to abide by the applicable code(s) of conduct or other policies (includingdishonesty, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct Executive’s willful failure to perform any reasonable duties assigned to her by the Chief Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity Officer of the Company (including, without limitation, the or Executive’s improper use refusal or disclosure of confidential or proprietary information failure to follow the lawful directives of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to Company after written notice from the Company monetarily of, and 30 calendar days to cure, such refusal or otherwise; failure, (viiv) any material breach by the Executive of this Agreement or any other written agreement executed by Executive with the provisions Company or any of Section 9 [Certain Employment Obligations] its affiliates that is not cured within ten calendar days following written notice of this Agreement; or such breach, and (viiivi) the Executive’s conviction unlawful appropriation of a material corporate opportunity (“For Cause”). Upon termination of Executive’s employment For Cause, the Company shall be under no further obligation to Executive, except to pay or provide (A) all accrued but unpaid Base Salary through the date of termination within 30 days following such termination, less all applicable deductions, and (B) any benefits and payments pursuant to the terms of any Benefit Plan, including any plea rights under the Consolidated Omnibus Budget Reconciliation Act of guilty or nolo contendere1985, as amended (the payments and benefits described in subsections (A) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3B) where practicable, herein shall be referred herein as the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act“Accrued Benefits”).

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following (ireasons: 1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); (iifelony, any crime involving moral turpitude, or a misdemeanor where imprisonment is imposed, 2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, 3) improper disclosure of the Company; (iii’s confidential or proprietary information, 4) any action by the Executive which has a material detrimental effect on the Company’s reputation or business, 5) Executive’s material failure or inability to abide by perform any reasonable assigned duties after written notice from the applicable code(sCompany of, and a reasonable opportunity to cure, such failure or inability, 6) any breach of this Agreement, which breach is not cured within thirty days following written notice of such breach, or repeated breaches of a similar nature even if cured after notice, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, or other policies (10) material misconduct in connection with the performance of any of Executive’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of employment with the Company for cause or lack of financial performance (including, without limitationas defined below), the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary, accrued bonuses, and accrued vacation, to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraudtermination thereof, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the and provide such benefits as Executive is given written notice by the Company entitled to as a matter of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actlaw.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following reasons: (i1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, (ii2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, (3) improper disclosure of the Company; ’s confidential or proprietary information, (iii4) any action by the Executive which has a detrimental effect on the Company’s reputation or business, (5) Executive’s material failure or inability to abide by perform any reasonable assigned duties after written notice from the applicable code(sCompany of, and a reasonable opportunity to cure, such failure or inability, (6) any breach of this Agreement, which breach is not cured within five (5) business days following written notice of such breach, (7) a course of conduct amounting to gross incompetence, (8) chronic and unexcused absenteeism, (9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid Base Salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s 's employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following (ireasons: 1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); (iifelony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, 2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, 3) improper disclosure of the Company; (iii's confidential or proprietary information, 4) the Executive’s material failure to abide any action by the applicable code(sExecutive which has a detrimental effect on the Company's reputation or business, 5) Executive's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, 6) any breach of this Agreement, which breach is not cured within [10] days following written notice of such breach, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Executive's duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of 's employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s 's employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following (ireasons: 1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); (iifelony, any crime involving moral turpitude, or a misdemeanor where imprisonment is imposed, 2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, 3) improper disclosure of the Company; (iii's confidential or proprietary information, 4) the Executive’s material failure to abide any action by the applicable code(sExecutive which has a material detrimental effect on the Company's reputation or business, 5) Executive's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, 6) any breach of this Agreement, which breach is not cured within thirty days following written notice of such breach, or repeated breaches of a similar nature even if cured after notice, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, or other policies (10) material misconduct in connection with the performance of any of Executive's duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of 's employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary, accrued bonuses, and accrued vacation, to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraudtermination thereof, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the and provide such benefits as Executive is given written notice by the Company entitled to as a matter of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actlaw.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s Senior Manager's employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following reasons: (i1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, (ii2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, (3) improper disclosure of the Company; 's confidential or proprietary information, (iii4) the Executive’s material failure to abide any action by the applicable code(sSenior Manager which has a detrimental effect on the Company's reputation or business, (5) Senior Manager's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach, (7) a course of conduct amounting to gross incompetence, (8) chronic and unexcused absenteeism, (9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Senior Manager's duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion subject. Upon termination of any tangible or intangible asset or corporate opportunity of Senior Manager's employment with the Company (including, without limitationfor cause, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious Company shall be under no further obligation to Senior Manager, except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. The Company may terminate the this Agreement immediately for "Cause." For purposes of this Agreement, "Cause" shall be defined as: (1) Executive’s employment for Cause. For this purposecommission of fraud, “Cause” means the occurrence misrepresentation, theft or embezzlement of any of the following Company assets; (i2) the Executive’s continuous violations of law or of Company policies material to the performance of Executive’s duties; (3) Executive’s repeated insubordination or failure to substantially perform the comply with any valid and legal directive of Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b))supervisor; (ii4) the Executive’s theft, engagement in dishonesty, breach of fiduciary duty for personal profit illegal conduct, or falsification of any documents of the Companymisconduct, which is, in each case, injurious to Company or its affiliates; (iii5) the Executive’s conviction of, or plea of guilty or nolo contendere to a crime that constitutes either a felony or a misdemeanor involving embezzlement, misappropriation, moral turpitude or fraud, if such crime materially impairs Executive’s ability to perform services for Company or results in harm to Company or its affiliates; (6) Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) breach of the Company; (iv) knowing or intentional misconduct by the Executive as a result provisions of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized usethis Agreement, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (includingincluding specifically, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of restrictive covenant obligations described in this Agreement; or or, (viii7) the repeated failure to perform Executive’s conviction duties as required by Section 2 after written notice of such failure from Company (including other than any plea of guilty such failure resulting from incapacity due to physical or nolo contendere) mental illness); provided, however, in the event of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A proposed termination for Cause related to Executive’s poor performance, Executive’s termination shall not take effect unless: be effective upon the expiration of a thirty (130) the Executive is given day cure period following written notice by Company and a lack of adequate corrective action having been undertaken by Executive to the Company reasonable satisfaction of Company, in its intention to terminate the Executive for Cause; sole discretion, during such thirty (230) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actday cure period.

For Cause. The Company may terminate the ExecutiveTerm and the Employee’s employment with the Company at any time for Cause. For purposes of this purposeAgreement and the Incentive Plan, “Cause” means shall mean: (1) Employee’s conviction of or plea of guilty or nolo contendere to a felony, or any other crime involving moral turpitude or which results in material harm to the occurrence of Company, (2) Employee’s fraud against the Company or any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit owed to the Company, (3) Employee’s theft, misappropriation or falsification of any documents embezzlement of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct assets or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity funds of the Company (includingor any customer, without limitationor engagement in misconduct, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which that is materially injurious to the Company monetarily Company, (4) Employee’s negligence or otherwise; misconduct in the performance of Employee’s duties under this Agreement, (vii5) any Employee’s repeated failure to adhere to or follow the lawful directions of the Board, which failure, if capable of being cured, is not cured to the Board’s reasonable satisfaction within twenty (20) business days after written notice thereof to the Employee, and (6) Employee’s material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (, including any plea of guilty or nolo contendere) material violation of any criminal act involving fraud, dishonesty, misappropriation or moral turpitudeof the restrictions set forth in Section 7, or which materially impairs the Executive’s ability to perform his or her duties with any Company policies, including the Company. A termination for Cause shall not take effect unless: (1) ’s Code of Ethics and restrictions on trading in the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days Company’s common stock in violation of the Company’s learning applicable policies and without approval of such act the Company counsel, which breach or acts or failure or failures violation, if capable of being cured, is not cured to actthe Board’s reasonable satisfaction within ten (10) business days after written notice thereof to the Employee.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s 's employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following reasons: (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); felony, or a misdemeanor where imprisonment is imposed, (ii) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, (iii) improper disclosure of the Company; 's confidential or proprietary information, (iiiiv) the Executive’s material failure to abide any action by the applicable code(sExecutive which has a detrimental effect on the Company's reputation or business, (v) Executive's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, (vi) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach, (vii) a course of conduct amounting to gross incompetence, (viii) chronic and unexcused absenteeism, (ix) unlawful appropriation of a corporate opportunity, or other policies (x) misconduct in connection with the performance of any of Executive's duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in, connection with any transaction entered into, on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of 's employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraudtermination thereof, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability and to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actfully vest executive's founder's shares.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or Exhibit 10.4 disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company may terminate the ExecutiveTerm and the Employee’s employment with the Company at any time for Cause. For purposes of this purposeAgreement, “Cause” means shall mean: (1) Employee’s conviction of or plea of guilty or nolo contendere to a felony, or any other crime involving moral turpitude or which results in material harm to the occurrence of any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b))Company; (ii2) Employee’s fraud against the Executive’s theft, dishonesty, Company or any breach of fiduciary duty for personal profit or falsification of any documents of owed to the Company; (iii3) the ExecutiveEmployee’s material failure to abide by the applicable code(s) of conduct theft, misappropriation or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) embezzlement of the Company; (iv) knowing assets or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity funds of the Company (includingor any customer, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional engagement in misconduct or illegal or grossly negligent conduct by the Executive which that is materially injurious to the Company monetarily or otherwiseCompany; (vii4) any Employee’s gross negligence or willful misconduct in the performance of Employee’s duties under this Agreement or Employee’s repeated failure to perform his duties as instructed by the Company; (5) Employee’s material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement, including any material violation of any of the restrictions set forth in Section 7, or any Company policies, including the Company’s Code of Ethics, which breach or violation, if capable of being cured, is not cured to the Board’s reasonable satisfaction within ten (10) business days after written notice thereof to the Employee; (6) Employee’s continuous failure to perform Employee’s assigned duties or responsibilities (other than a failure resulting from Employee’s death or Disability as defined herein) if such failure is not cured to the Board’s reasonable satisfaction within ten (10) business days after written notice thereof to the Employee; (7) Employee’s knowing violation of any federal or state law or regulation applicable to the Company’s business; or (viii) the Executive8) Employee’s conviction (including any plea commencement of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actalternative employment.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following (ireasons: 1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); (iifelony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, 2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents Company records, 3) improper disclosure of the Company; (iii’s confidential or proprietary information, 4) any action by the Executive which has a detrimental effect on the Company’s reputation or business, 5) Executive’s material failure or inability to abide by perform any reasonable assigned duties after written notice from the applicable code(sCompany thereof, and a reasonable opportunity to cure, such failure or inability, 6) any breach of this Employment Agreement, which breach is not cured within 15 days following written notice of such breach, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of employments with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actpay all accrued but unpaid renumeration.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following reasons: (i1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder conviction of, or indictment for, a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, (unless such failure is a result 2) commission of a Disability as defined in Section 6(b)); (ii) the Executive’s any act of theft, dishonesty, breach of fiduciary duty for personal profit fraud or falsification of any documents employment or Company records, (3) improper disclosure of the Company; ’s confidential or proprietary information, (iii4) any action by Executive which has a serious detrimental effect on the Company’s reputation or business, (5) Executive’s material failure or inability to abide by perform any reasonable and legal assigned duties after written notice from the applicable code(sCompany of, and a reasonable opportunity to cure, such failure or inability, (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach, (7) a course of conduct amounting to gross incompetence, (8) chronic and unexcused absenteeism, (9) unlawful appropriation of a corporate opportunity, or other policies (10) gross misconduct in connection with the performance of any of Executive’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following (ireasons: 1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); (iifelony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, 2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, 3) improper disclosure of the Company; (iii’s confidential or proprietary information, 4) any action by the Executive which has a detrimental effect on the Company’s reputation or business, 5) Executive’s material failure or inability to abide by perform any reasonable assigned duties after written notice from the applicable code(sCompany of, and a reasonable opportunity to cure, such failure or inability, 6) any breach of this Agreement, which breach is not cured within 14 days following written notice of such breach, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. The Company may terminate the ExecutiveTerm and the Employee’s employment with the Company at any time for Cause. For purposes of this purposeAgreement, “Cause” means shall mean: (1) Employee’s conviction of or plea of guilty or nolo contendere to a felony, or any other crime involving moral turpitude or which results in material harm to the occurrence of Company, (2) Employee’s fraud against the Company or any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit owed to the Company, (3) Employee’s theft, misappropriation or falsification of any documents embezzlement of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct assets or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity funds of the Company (includingor any customer, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional engagement in misconduct or illegal or grossly negligent conduct by the Executive which that is materially injurious to the Company monetarily Company, (4) Employee’s gross negligence or otherwise; willful misconduct in the performance of Employee’s duties under this Agreement or Employee’s repeated failure to perform his duties as instructed by the Company, (vii5) any Employee’s material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement, including any material violation of any of the restrictions set forth in Section 7, or any Company policies, including the Company’s Code of Ethics, which breach or violation, if capable of being cured, is not cured to the Board’s reasonable satisfaction within ten (10) business days after written notice thereof to the Employee; (6) Employee’s continuous failure to perform Employee’s assigned duties or responsibilities (other than a failure resulting from Employee’s death or Disability as defined herein) if such failure is not cured to the Board’s reasonable satisfaction within ten (10) business days after written notice thereof to the Employee; (7) Employee’s knowing violation of any federal or state law or regulation applicable to the Company’s business; or (viii) the Executive8) Employee’s conviction (including any plea commencement of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actalternative employment.

For Cause. The Company Notwithstanding anything herein to the contrary, the BOD may terminate the Executive’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following (ireasons: 1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); (iifelony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, 2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, 3) improper disclosure of the Company; (iii’s confidential or proprietary information, 4) any action by the Executive which has a detrimental effect on the Company’s reputation or business, 5) Executive’s material failure or inability to abide by perform any reasonable assigned duties after written notice from the applicable code(sBOD, and a reasonable opportunity to cure such failure or inability, 6) any breach of this Agreement, which breach is not cured within 30 days following written notice of such breach, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain termination thereof. Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination Agreement for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; President and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.CEO

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous repeated failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any Exhibit 10.2 plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation misappropriation, or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company may terminate the ExecutiveTerm and the Employee’s employment with the Company at any time for Cause. For purposes of this purposeAgreement and the Incentive Plan, “Cause” means the occurrence of any of the following shall mean: (i1) the ExecutiveEmployee’s continuous failure conviction of or plea of guilty or nolo contendere to substantially perform a felony, or any other crime involving moral turpitude or which results in material harm to the Executive’s duties hereunder Company, (unless such failure is a result of a Disability as defined in Section 6(b)); (ii2) the ExecutiveEmployee’s theft, dishonesty, fraud against the Company or any breach of fiduciary duty for personal profit owed to the Company, (3) the Employee’s theft, misappropriation or falsification of any documents embezzlement of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct assets or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity funds of the Company (includingor any customer, without limitationor engagement in misconduct, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which that is materially injurious to the Company monetarily Company, (4) the Employee’s negligence or otherwise; misconduct in the performance of the Employee’s duties under this Agreement, (vii5) any the Employee’s repeated failure to adhere to or follow the lawful directions of the Board, which failure, if capable of being cured, is not cured to the Board’s reasonable satisfaction within twenty (20) business days after written notice thereof to the Employee, and (6) the Employee’s material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (, including any plea of guilty or nolo contendere) material violation of any criminal act involving fraud, dishonesty, misappropriation or moral turpitudeof the restrictions set forth in Section 7, or which materially impairs the Executive’s ability to perform his or her duties with any Company policies, including the Company. A termination for Cause shall not take effect unless: (1) ’s Code of Ethics and restrictions on trading in the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days Company’s common stock in violation of the Company’s learning applicable policies and without approval of such act the Company counsel, which breach or acts or failure or failures violation, if capable of being cured, is not cured to actthe Board’s reasonable satisfaction within ten (10) business days after written notice thereof to the Employee.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate Exhibit 10.56 opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Company Notwithstanding anything herein to the contrary, the President & CEO in consultation with the BOD may terminate the Executive’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following (ireasons: 1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); (iifelony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, 2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, 3) improper disclosure of the Company; (iii’s confidential or proprietary information, 4) any action by the Executive which has a detrimental effect on the Company’s reputation or business, 5) Executive’s material failure or inability to abide by perform any reasonable assigned duties after written notice from the applicable code(sBOD, and a reasonable opportunity to cure such failure or inability, 6) any breach of this Agreement, which breach is not cured within 30 days following written notice of such breach, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. The Company may terminate the ExecutiveTerm and the Employee’s employment with the Company at any time for Cause. For purposes of this purposeAgreement and the Incentive Plan, “Cause” means shall mean: (1) Employee’s conviction of or plea of guilty or nolo contendere to a felony, or any other crime involving moral turpitude or which results in material harm to the occurrence of Company, (2) Employee’s fraud against the Company or any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit owed to the Company, (3) Employee’s theft, misappropriation or falsification of any documents embezzlement of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct assets or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity funds of the Company (includingor any customer, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional engagement in misconduct or illegal or grossly negligent conduct by the Executive which that is materially injurious to the Company monetarily Company, (4) Employee’s gross negligence or otherwise; willful misconduct in the performance of Employee’s duties under this Agreement, (vii5) any Employee’s material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement, including any material violation of any of the restrictions set forth in Section 7, or any Company policies, including the Company’s Code of Ethics, which breach or violation, if capable of being cured, is not cured to the Board’s reasonable satisfaction within ten (10) business days after written notice thereof to the Employee; (6) Employee’s continuous failure to perform Employee’s assigned duties or responsibilities (other than a failure resulting from Employee’s death or Disability as defined herein) if such failure is not cured to the Board’s reasonable satisfaction within ten (10) business days after written notice thereof to the Employee; or (viii7) the ExecutiveEmployee’s conviction (including any plea of guilty or nolo contendere) knowing violation of any criminal act involving fraud, dishonesty, misappropriation federal or moral turpitude, state law or which materially impairs the Executive’s ability regulation applicable to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actbusiness.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or Exhibit 10.33 disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Notwithstanding anything herein to the contrary, --------- the Company may terminate the Executive’s 's employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following reasons: (i1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, (ii2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, (3) improper disclosure of the Company; 's confidential or proprietary information, (iii4) the Executive’s material failure to abide any action by the applicable code(sExecutive which has a detrimental effect on the Company's reputation or business, (5) Executive's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach, (7) a course of conduct amounting to gross incompetence, (8) chronic and unexcused absenteeism, (9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Executive's duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of 's employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s employment service hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following (ireasons: 1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); (iifelony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, 2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents Company records, 3) improper disclosure of the Company; (iii’s confidential or proprietary information, 4) any action by the Executive which has a detrimental effect on the Company’s reputation or business, 5) Executive’s material failure or inability to abide by perform any reasonable assigned duties after written notice from the applicable code(sCompany thereof, and a reasonable opportunity to cure, such failure or inability, 6) any breach of this Agreement, which breach is not cured within 15 days following written notice of such breach, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of services with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actpay all accrued but unpaid renumeration.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s 's employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following reasons: (i1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, (ii2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, (3) improper disclosure of the Company; 's confidential or proprietary information, (iii4) the Executive’s material failure to abide any action by the applicable code(sExecutive which has a detrimental effect on the Company's reputation or business, (5) Executive's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach, (7) a course of conduct amounting to gross incompetence, (8) chronic and unexcused absenteeism, (9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Executive's duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of 's employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Companytermination thereof. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.Form 7-8 3 -41-

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the ExecutiveEmployee’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following reasons: (i1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, (ii2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, (3) improper disclosure of the Company; ’s confidential or proprietary information, (iii4) the Executive’s material failure to abide any action by the applicable code(sEmployee that has a detrimental effect on the Company’s reputation or business, (5) Employee’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach, (7) a course of conduct amounting to gross incompetence, (8) chronic and unexcused absenteeism, (9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Employee’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the Executivesubject. Upon termination of Employee’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of employment with the Company (including, without limitationfor cause, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious Company shall be under no further obligation to Employee, except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s 's employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following reasons: (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); felony, or a misdemeanor where imprisonment is imposed, (ii) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, (iii) improper disclosure of the Company; 's confidential or proprietary information, (iiiiv) the Executive’s material failure to abide any action by the applicable code(sExecutive which has a detrimental effect on the Company's reputation or business, (v) Executive's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, (vi) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach, (vii) a course of conduct amounting to gross incompetence, (viii) chronic and unexcused absenteeism, (ix) unlawful appropriation of a corporate opportunity, or other policies (x) misconduct in connection with the performance of any of Executive's duties including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of 's employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such terminationthereof; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actfully vest Executive's founder shares.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the ExecutiveEmployee’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following reasons: (i1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, (ii2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit . or falsification of any documents employment or Company records, (3) improper disclosure of the Company; ’s confidential or proprietary information, (iii4) the Executive’s material failure to abide any action by the applicable code(sEmployee that has a detrimental on the Company's reputation or business, (5) Employee’s failure or inability to perform any reasonable assigned duties after written notice the Company of. and a reasonable opportunity to cure, such failure or inability, (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach, (7) a course of conduct amounting to gloss incompetence. (8) chronic and unexcused absenteeism, (9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Employee’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion subject. Upon termination of any tangible or intangible asset or corporate opportunity of Employee's employment with the Company (including, without limitationfor cause, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious Company shall be under no further obligation to Employee, except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous repeated failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or __________ Executive’s Initials Ross’ Initials other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation misappropriation, or moral turpitude, or which materially impairs the Executive’s ability to perform his or her Executive’s duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s 's employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following reasons: (i) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, (ii) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, (iii) improper disclosure of the Company; 's confidential or proprietary information, (iiiiv) the Executive’s material failure to abide any action by the applicable code(sExecutive which has a material detrimental effect on the Company's reputation or business, (v) Executive's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, (vi) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach, (vii) a course of conduct amounting to gross incompetence, (viii) chronic and unexcused absenteeism, (ix) unlawful appropriation of a corporate opportunity, (x) a violation of employment policies, rules, and regulations (including rules prohibiting sexual harassment or other policies discrimination), or (xi) misconduct in connection with the performance of any of Executive's duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) limitations misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any willful violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of 's employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by date of termination thereof. In the Executive event of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A a termination for Cause cause, all non-vested Awards shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actno longer be exercisable.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s 's employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following reasons: (i1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, (ii2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, (3) improper disclosure of the Company; 's confidential or proprietary information, (iii4) the Executive’s material failure to abide any action by the applicable code(sExecutive which has a detrimental effect on the Company's reputation or business, (5) Executive's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach, (7) a course of conduct amounting to gross incompetence, (8) chronic and unexcused absenteeism, (9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Executive's duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of 's employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Companytermination thereof. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.Form 7-8 3 -49-

For Cause. The Company may terminate the Executive’s employment for Cause. For this purpose, “Cause” means the occurrence of any of the following (i) the Executive’s continuous repeated failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a Disability as defined in Section 6(b)); (ii) the Executive’s theft, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents of the Company; (iii) the Executive’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the Executive as a result of which the Company is required to prepare an accounting restatement; (v) the Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company Exhibit 10.3 (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation misappropriation, or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to act.

For Cause. The Notwithstanding anything herein to the contrary, the Company may terminate the Executive’s 's employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following (ireasons: 1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b)); (iifelony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, 2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records, 3) improper disclosure of the Company; (iii's confidential or proprietary information, 4) the Executive’s material failure to abide any action by the applicable code(sExecutive which has a detrimental effect on the Company's reputation or business, 5) Executive's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, 6) any breach of this Agreement, which breach is not cured within 60days following written notice of such breach, 7) a course of conduct amounting to gross incompetence, 6) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, or other policies (10) misconduct in connection with the performance of any of Executive's duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of 's employment with the Company (including, without limitationfor cause, the Executive’s improper use or disclosure Company shall pay the executive one year's base salary upon notice of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious termination, all accrued but unpaid base salary, and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.

For Cause. The Notwithstanding Section 4, the Company may terminate the Executive’s employment hereunder for Cause. For this purpose, “Cause” means the occurrence of cause for any one of the following reasons: (i1) the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result conviction of a Disability as defined in Section 6(b))felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; (ii2) the Executive’s commission of any act of theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any documents employment or Company records; (3) improper disclosure of the Company’s confidential or proprietary information; (iii4) any action by the Executive which has a detrimental effect on the Company’s reputation or business; (5) Executive’s material failure or inability to abide by perform any reasonable assigned duties after written notice from the applicable code(sCompany of, and a reasonable opportunity to cure, such failure or inability; (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; (7) a course of conduct amounting to gross incompetence; (8) chronic and unexcused absenteeism; (9) unlawful appropriation of a corporate opportunity; or other policies (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, policies relating to confidentiality and reasonable workplace conduct) misappropriation of funds or property of the Company; (iv) knowing , securing or intentional misconduct by attempting to secure personally any profit in connection with any transaction entered into on behalf of the Executive as a result Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is required to prepare an accounting restatement; (v) the subject. Upon termination of Executive’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of employment with the Company (including, without limitationfor cause, the Company shall be under no further obligation to Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious , except to pay all accrued but unpaid base salary and accrued vacation to the Company monetarily or otherwise; (vii) any material breach by the Executive date of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for Cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to actthereof.