Common use of By the Company for Cause Clause in Contracts

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute “Cause” for termination: (i) Executive’s willful failure to perform (other than by reason of disability), or gross negligence in the performance of his/her duties to the Company or any of its Affiliates and the continuation of such failure or negligence for a period of ten (10) days after notice to the Executive; (ii) the Executive’s willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the CEO; (iii) the commission of fraud, embezzlement or theft by the Executive with respect to the Company or any of its Affiliates; or (iv) the conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude. Anything to the contrary in this Agreement notwithstanding, upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunder, other than for Base Salary earned but unpaid through the date of termination. Without limiting the generality of the foregoing, the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior to the date of termination.

By the Company for Cause. The Company may terminate the Executive’s 's employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute “"Cause” " for termination: (i) Executive’s 's willful failure to perform (other than by reason of disability), or gross negligence in the performance of his/her his duties to the Company or any of its Affiliates and the continuation of such failure or negligence for a period of ten (10) days after notice to the Executive; (ii) the Executive’s 's willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the CEO; (iii) the commission of fraud, embezzlement or theft by the Executive with respect to the Company or any of its Affiliates; or (iv) the conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude. Anything to the contrary in this Agreement notwithstanding, upon the giving of notice of termination of the Executive’s 's employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunder, other than for Base Salary earned but unpaid through the date of termination. Without limiting the generality of the foregoing, the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior to the date of termination.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute “Cause” for termination: (i) the Executive’s willful failure to perform (other than by reason of disability), or gross negligence in the performance of his/her of, his duties to the Company or any of its Affiliates Affiliates, and the continuation of Executive does not cure such failure or negligence for a within the twenty-five (25) day period immediately following his receipt of ten (10) days after notice to such written allegations from the Executive; Board, (ii) the Executive’s willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the CEO; (iii) the commission of fraud, embezzlement or theft by the Executive with respect to the Company or any of its Affiliates; or (iviii) the conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude. Anything to the contrary in this Agreement notwithstanding, upon Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunder, other than for Base Salary earned but unpaid through the date of terminationtermination and vested, outstanding equity grants under the Company’s Stock Plan. Without limiting the generality of the foregoing, the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior to the date of termination.

By the Company for Cause. The Company may terminate the Executive’s 's employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute “"Cause” " for termination: (i) Executive’s 's willful failure to perform (other than by reason of disability), or gross negligence in the performance of his/her duties to the Company or any of its Affiliates and the continuation of such failure or negligence for a period of ten (10) days after notice to the Executive; (ii) the Executive’s 's willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the CEO; (iii) the commission of fraud, embezzlement or theft by the Executive with respect to the Company or any of its Affiliates; or (iv) the conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude. Anything to the contrary in this Agreement notwithstanding, upon the giving of notice of termination of the Executive’s 's employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunder, other than for Base Salary earned but unpaid through the date of termination. Without limiting the generality of the foregoing, the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior to the date of termination.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute “Cause” for termination: (i) the Executive’s willful failure to perform (other than by reason of disability), or gross negligence in the performance of his/her duties to the Company or any of its Affiliates and the continuation of such failure or negligence for a period of ten (10) days after notice to the Executive; (ii) the Executive’s willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the CEO; (iii) the commission of fraud, embezzlement or theft by the Executive with respect to the Company or any of its Affiliates; or (iv) the conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude. Anything to the contrary in this Agreement notwithstanding, upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunder, other than for Base Salary earned but unpaid through the date of termination. Without limiting the generality of the foregoing, the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior to the date of termination.

By the Company for Cause. 5.3.1 The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The Only the following events or conditions shall constitute “Cause” for termination: (ia) Executive’s willful failure to perform (fraud, embezzlement or other than act of dishonesty by reason of disability), or gross negligence in the performance of his/her duties Executive that causes material injury to the Company or any of its Affiliates and the continuation of such failure or negligence for a period of ten affiliates, (10b) days after notice to the Executive; (ii) the Executive’s willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the CEO; (iii) the commission of fraud, embezzlement or theft by the Executive with respect to the Company or any of its Affiliates; or (iv) the conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude. Anything , or (c) a failure by the Executive, other than by reason of death or disability, to take or refrain from taking any corporate action consistent with his duties as the contrary President and Chief Executive Officer as specified in this Agreement notwithstanding, upon written directions of the Board following receipt by the Executive of such written directions which such failure is not cured within 30 days after written notice that failure to take or refrain from taking such action shall constitute “Cause” for purposes hereof. 5.3.2 Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall pay the Executive (a) any Base Salary earned but unpaid through the date of termination, payable no later than the effective date of termination, and (b) any Bonus for the fiscal year preceding the Termination Year that was earned but has not yet been paid, payable at the times the Company pays its Affiliates other executives such bonuses in accordance with its general payroll policies. After payment of such amounts, the Company shall have no further obligation or liability to the Executive relating to the Executive’s employment hereunder, other than for Base Salary earned but unpaid through or the date of termination. Without limiting the generality of the foregoing, the Executive shall not be entitled to receive termination thereof including any Bonus amounts which have not been paid prior to for the date of terminationTermination Year.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute “Cause” for termination: (i) the Executive’s willful failure to perform (other than by reason of disability), or gross negligence in the performance of his/her of, his duties to the Company or any of its Affiliates Affiliates, and the continuation of Executive does not cure such failure or negligence for a within the twenty-five (25) day period immediately following his receipt of ten (10) days after notice to such written allegations from the Executive; Board, (ii) the Executive’s willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the CEO; (iii) the commission of fraud, embezzlement or theft by the Executive with respect to the Company or any of its Affiliates; or (iviii) the conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude. Anything to the contrary in this Agreement notwithstanding, upon Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunder, other than for Base Salary earned but unpaid through the date of termination. Without limiting the generality of the foregoing, the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior to the date of termination.

By the Company for Cause. The Company may terminate the Executive’s 's employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions following, as determined by the Board in its reasonable judgment, shall constitute “"Cause” " for termination: (i) the Executive’s 's willful failure to perform (other than by reason of disability), or gross negligence in the performance of his/her of, Executive's material duties to the Company or any of its Affiliates and the continuation of such failure or negligence for a period of ten (10) days after notice to the Executive; (ii) the Executive’s willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the CEO; (iii) the commission of fraud, embezzlement or theft by the Executive with respect responsibilities to the Company or any of its Affiliates; or (ivii) the Executive's breach of any of Executive's obligations under Section 7, 8 or 9 of this Agreement; (iii) conviction of the Executive of, or the Executive's plea of guilty or no contest to, a felony or other crime involving personal dishonesty or violence and/or resulting in incarceration; (iv) conduct by the Executive of nolo contendere tothat constitutes fraud, any felony embezzlement or theft; (v) gross misconduct by the Executive or (vi) other conduct by the Executive that is, or could reasonably be expected to be, materially harmful to the Company or any other crime involving dishonesty or moral turpitudeof its Affiliates. Anything to the contrary in this Agreement notwithstanding, upon Upon the giving of notice of termination of the Executive’s 's employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunderExecutive, other than for Base Salary earned but unpaid through the date of termination. Without limiting the generality of the foregoingFinal Compensation; provided, however, that the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior reinstated if within twenty (20) business days following termination for Cause the Executive can demonstrate to the date Board that there was no reasonable basis for termination of terminationthe Executive for Cause.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause “Cause” at any time upon no less than five (5) days prior written notice to the Executive Executive, setting forth in reasonable and specific detail the nature of such Causecause. The following events or conditions shall constitute “Cause” for termination: : (i) Executive’s willful failure to perform (other than by reason falsification of disability)the accounts of the Company, or gross negligence in the performance embezzlement of his/her duties to funds of the Company or any of its Affiliates and the continuation of such failure or negligence for a period of ten (10) days after notice to the Executive; (ii) the Executive’s willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the CEO; (iii) the commission of fraud, embezzlement or theft by the Executive similar material dishonesty with respect to the Company or any of its Affiliates; subsidiaries; (ii) Conduct engaged in or action taken or omitted to be taken by Executive which is in material breach of this Agreement; (iviii) the conviction of the Executive Conviction of, or plea by the Executive of nolo contendere to, any a felony or any other crime involving dishonesty moral turpitude (it being understood for example that violation of a motor vehicle code does not constitute such a crime); (iv) Conduct taken by Executive that is outside the scope of employment or moral turpitudeotherwise unauthorized by the Company; or (v) An act, or series of acts, involving wanton misconduct or willful negligence by the Executive. Anything to the contrary in this Agreement notwithstanding, upon the giving of notice of Upon termination of the Executive’s employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunder, other than for Base Salary the payment of (i) base salary earned but unpaid through at the date of termination. Without limiting the generality , (ii) any unpaid accrued benefits of the foregoingExecutive, (iii) reimbursement for any expenses for which the Executive shall not be entitled to receive have been reimbursed as provided in Section 2.6, and (iv) any Bonus amounts which have not been paid unpaid bonus, including, without limitation, any bonus provided under Section 2.2 hereof, earned by the Executive prior to the date of such termination.

By the Company for Cause. The Company may terminate the Executive’s 's employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute “"Cause” " for termination: (i) Executive’s 's willful failure to perform (other than by reason of disability), or gross negligence in the performance of his/her duties to the Company or any of its Affiliates and the continuation of such failure or negligence for a period of ten (10) days after notice to the Executive; (ii) the Executive’s 's willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the CEO; (iii) the commission of fraud, embezzlement or theft by the Executive with respect to the Company or any of its Affiliates; or (iv) the conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude. Anything to the contrary in this Agreement notwithstanding, upon the giving of notice of termination of the Executive’s 's employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunder, other than for Base Salary earned but unpaid through the date of termination. Without limiting the generality of the foregoing, the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior to the date of termination.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute “Cause” Cause for termination: : (i) Executive’s willful failure The final written determination by the Board of Directors of the Company, after thirty (30) days’ prior written notice to the Executive and the opportunity for the Executive to be heard by the Board of Directors, that the Executive has materially failed to perform his duties and responsibilities to the Company or any of its Affiliates (other than by reason of disability), or gross negligence acted in the performance of his/her a materially negligent manner with respect to his duties and responsibilities to the Company or any of its Affiliates and Affiliates; (ii) The final written determination by the continuation Board of such failure or negligence for a period Directors of ten the Company, after thirty (1030) days after days’ prior written notice to the Executive; (ii) Executive and the Executive’s willful failure opportunity for the Executive to perform (be heard by the Board of Directors, that the Executive has materially breached any material provision of this Agreement or any other than by reason agreement with the Company or any of disability) any lawful and reasonable directive of the CEO; its Affiliates; (iii) the The commission of fraud, embezzlement or theft by the Executive with respect to the Company or any of its Affiliates; or or (iv) the conviction of the Executive of, or plea The commission by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude. Anything to the contrary in this Agreement notwithstanding, upon Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunder, other than for Base Salary earned but unpaid through the date payment of termination. Without limiting the generality of the foregoing, the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior to the date of terminationFinal Compensation.

By the Company for Cause. The Company may terminate the ------------------------ Executive’s 's employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute “"Cause” " for termination: (i) the Executive’s 's willful failure to perform (other than by reason of disability), or gross negligence in the performance of his/her of, his duties to the Company or any of its Affiliates and the continuation continuance of such failure or negligence for a period of ten (10) days after notice to the Executive; , (ii) the Executive’s willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the CEO; (iii) the commission of fraud, embezzlement or theft by the Executive with respect to the Company or any of its Affiliates; or (iviii) the conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude. Anything to the contrary in this Agreement notwithstanding, upon Upon the giving of notice of termination of the Executive’s 's employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunder, other than for Base Salary earned but unpaid through the date of termination. Without limiting the generality of the foregoing, the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior to the date of termination.

By the Company for Cause. The Company may terminate the ------------------------ Executive’s 's employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute “"Cause” " for termination: (i) Executive’s 's willful failure to perform (other than by reason of disability), or gross negligence in the performance of his/her his duties to the Company or any of its Affiliates and the continuation of such failure or negligence for a period of ten (10) days after notice to the Executive; (ii) the Executive’s 's willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the CEO; (iii) the commission of fraud, embezzlement or theft by the Executive with respect to the Company or any of its Affiliates; or (iv) the conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude. Anything to the contrary in this Agreement notwithstanding, upon the giving of notice of termination of the Executive’s 's employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunder, other than for Base Salary earned but unpaid through the date of termination. Without limiting the generality of the foregoing, the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior to the date of termination.

By the Company for Cause. The Company may terminate the Executive’s 's ------------------------ employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions following, as determined by the Board in its reasonable judgment, shall constitute “Cause” Cause for termination: (i) the Executive’s 's conviction of or plea of nolo contendere to a felony or other crime involving moral turpitude; (ii) the Executive's fraud, theft, embezzlement, other material dishonesty or a material breach of a fiduciary duty owed to the Company; (iii) the Executive's willful failure to perform (other than by reason of disability), or gross negligence neglect in the performance of his/her of, his duties and responsibilities to the Company or any hereunder; provided, however, that the Company may terminate Executive's employment -------- ------- hereunder for "Cause" within the meaning of its Affiliates and the continuation of such failure or negligence for a period of ten clauses (10iii) days after above only upon thirty (30) days' prior written notice to the Executive; (ii) the Executive’s willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the CEO; (iii) the commission of fraud, embezzlement or theft by Executive during which period the Executive with respect to may cure the Company breach or any neglect provided that such breach or neglect is reasonably capable of its Affiliates; or (iv) the conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitudebeing cured. Anything to the contrary in this Agreement notwithstanding, upon the giving of notice of Upon termination of the Executive’s 's employment hereunder for CauseCause in accordance with this Section 5.c, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunderExecutive, other than for Base Salary earned but and unpaid through at the date of termination. Without limiting the generality of the foregoing, the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior to the date of terminationFinal Vacation Pay, and reimbursement for documented business expenses reimbursable under Section 4.f above.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute “Cause” Cause for termination: : (i) the Executive’s willful failure to perform (other than by reason of disability)perform, or gross negligence in the performance of his/her of, the Executive’s duties and responsibilities to the Company or any of its Affiliates and (other than any such failure from incapacity due to physical or mental illness), which failure or neglect, if susceptible to cure, remains uncured fifteen (15) business days after written notice from the continuation Company specifying in reasonable detail the nature of such failure or negligence for a period of ten (10) days after notice to the Executive; failure; (ii) the Executive’s willful failure indictment or conviction of or plea of guilty or nolo contendere to perform (other than by reason of disabilityA) any lawful and reasonable directive of the CEO; a felony or (B) a crime involving moral turpitude; (iii) the commission of fraud, embezzlement Executive’s engaging in illegal misconduct or theft gross misconduct that is intentionally harmful to the Company or its Affiliates; (iv) any material and knowing violation by the Executive of any covenant or restriction contained in this Agreement or any other agreement entered into with respect to the Company or any of its Affiliates; or (v) any material violation of any current or (iv) the conviction future published policy of the Executive ofEmployer or its Affiliates (including, or plea by the Executive of nolo contendere but not limited to, any felony or any other crime involving dishonesty or moral turpitudethe Employer’s discrimination and harassment policy, responsible alcohol policy, insixxx xxxxxxx xxxicy and security policy). Anything to the contrary in this Agreement notwithstanding, upon Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunderExecutive, other than for Base Salary earned but unpaid through Final Compensation, and all equity awards previously granted to the Executive shall be forfeited as provided in the applicable award agreement. Final Compensation shall be paid to the Executive within sixty (60) days following the date of termination. Without limiting the generality termination of the foregoing, the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior to the date of terminationemployment.

By the Company for Cause. The Company may terminate the ------------------------ Executive’s 's employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute “"Cause” " for termination: (i) Executive’s 's willful failure to perform (other than by reason of disability), or gross negligence in the performance of his/her duties to the Company or any of its Affiliates and the continuation of such failure or negligence for a period of ten (10) days after notice to the Executive; (ii) the Executive’s 's willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the CEO; (iii) the commission of fraud, embezzlement or theft by the Executive with respect to the Company or any of its Affiliates; or (iv) the conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude. Anything to the contrary in this Agreement notwithstanding, upon the giving of notice of termination of the Executive’s 's employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunder, other than for Base Salary earned but unpaid through the date of termination. Without limiting the generality of the foregoing, the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior to the date of termination.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute “Cause” for termination: (i) Executive’s willful failure to perform (other than by reason of disability), or gross negligence in the performance of his/her duties to the Company or any of its Affiliates and the continuation of such failure or negligence for a period of ten (10) days after notice to the Model LC Employment Agreement Executive; (ii) the Executive’s willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the CEO; (iii) the commission of fraud, embezzlement or theft by the Executive with respect to the Company or any of its Affiliates; or (iv) the conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude. Anything to the contrary in this Agreement notwithstanding, upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunder, other than for Base Salary earned but unpaid through the date of termination. Without limiting the generality of the foregoing, the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior to the date of termination.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute “Cause” for termination: (i) the Executive’s willful failure to perform (other than by reason of disability), or gross negligence in the performance of his/her duties to the Company or any of its Affiliates and the continuation of such failure or negligence for a period of ten twenty-five (1025) days after notice to the Executive; (ii) the Executive’s willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the CEO; (iii) the commission of fraud, embezzlement or theft by the Executive with respect to the Company or any of its Affiliates; or (iv) the conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude. Anything to the contrary in this Agreement notwithstanding, upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunder, other than for Base Salary earned but unpaid through the date of termination. Without limiting the generality of the foregoing, the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior to the date of termination.

By the Company for Cause. The Company may shall terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting setting, forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute “Cause” for termination: (i) the Executive’s willful failure to perform (other than by reason of disability), or gross negligence in the performance of his/her duties to the Company or any of its Affiliates and the continuation of such failure or negligence for a period of ten (10) days after notice to the Executive; (ii) the Executive’s willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the CEO; (iii) the commission of fraud, embezzlement or theft by the Executive with respect to the Company or any of its Affiliates; or (iv) the conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude; (v) any material breach of the Executive’s fiduciary duties to the Company or an Affiliate as an employee or officer; or (vi) a material violation of the Company’s Code of Ethical Standards, Business Practices and Conduct or any other violation of Company policies. Anything to the contrary in this Agreement notwithstanding, upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunder, other than for Base Salary earned but unpaid through the date of termination. Without limiting the generality of the foregoing, the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior to the date of termination.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute “Cause” for termination: (i) Executive’s willful failure to perform or to provide his full time services (other than by reason of disability), or gross negligence in the performance of his/her his duties to the Company or any of its Affiliates and the continuation of such failure which remains uncured or negligence for a period of continues or recurs after ten (10) days after days’ notice to the Executive; (ii) the Executive’s willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the CEOCEO or the Board; (iii) the commission of fraud, embezzlement or theft by the Executive with respect to the Company or any of its Affiliates; or (iv) the conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude. Anything to the contrary in this Agreement notwithstanding, upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunder, other than for Base Salary earned but unpaid through the date of termination. Without limiting the generality of the foregoing, the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior to the date of termination.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute “Cause” for termination: (i) Executive’s willful failure to perform (other than by reason of disability), or gross negligence in the performance of his/her duties to the Company or any of its Affiliates and the continuation of such failure or negligence for a period of ten (10) days after notice to the Executive; (ii) the Executive’s willful failure to perform (other than by reason of Werthauser Employment Agreement disability) any lawful and reasonable directive of the CEO; (iii) the commission of fraud, embezzlement or theft by the Executive with respect to the Company or any of its Affiliates; or (iv) the conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude. Anything to the contrary in this Agreement notwithstanding, upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunder, other than for Base Salary earned but unpaid through the date of termination. Without limiting the generality of the foregoing, the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior to the date of termination.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon written notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions following, shall constitute “Cause” Cause for termination: : (i) Executive’s willful Willful failure to perform (other than by reason of disability)perform, or gross negligence in the performance of his/her of, the Executive’s material duties and responsibilities to the Company or any of and its Affiliates and the continuation of such failure or negligence for a period of ten (10) days after notice to the ExecutiveAffiliates; or (ii) Material breach by the Executive’s willful failure to perform (other than by reason Executive of disability) any lawful and reasonable directive material provision of the CEOthis Agreement; or (iii) the Commission of a material act of fraud or embezzlement, or commission of fraud, embezzlement or theft by the Executive any material dishonesty with respect regard to the Company or any of its Affiliates; or or (iv) the conviction of the Executive Conviction of, or plea by the Executive of nolo contendere to, any a felony or any other crime involving dishonesty or moral turpitude. Anything In the event that any of the foregoing events or conditions under clauses (i) or (ii) above is reasonably capable of being cured, the Company shall provide written notice to the contrary in this Agreement notwithstandingExecutive describing the nature of such event or condition, upon and the Executive shall, thereafter, have ten (10) business days from receipt of such notice to cure such event or condition. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunderExecutive, other than for Base Salary earned but and unpaid through the date of termination. Without limiting , payable in accordance with the generality normal payroll practices of the foregoingCompany, the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior to and reimbursement for expenses accrued and payable under Section 4(l) hereof through the date of termination, payable in accordance with Sections 4(l) and 4(o) hereof.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions following, as determined by the Board in its reasonable judgment, shall constitute “Cause” Cause for termination: : (i) The Executive’s willful substantial and ongoing failure to perform (other than by reason of disability), or gross negligence in the performance of his/her of, his duties and responsibilities to the Company or any of its Affiliates and the continuation of such failure or negligence for a period of ten (10) days after notice to the Executive; Affiliates; (ii) Material breach by the Executive of any provision of this Agreement or any other agreement with the Company or any of its Affiliates, provided that the Executive has been given a reasonable opportunity to cure any such material breach after notice from the Company, and such material breach has not been cured by the Executive’s willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the CEO; ; (iii) the commission of fraudFraud, embezzlement or theft by the Executive other dishonesty with respect to the Company or any of its Affiliates; or ; (iv) the conviction of the Executive of, or plea Other conduct by the Executive that is substantially harmful to the business, interests or reputation of nolo contendere to, any felony the Company or any other crime of its Affiliates; or (v) Commission of a felony involving dishonesty or moral turpitude. Anything to the contrary in this Agreement notwithstanding, upon Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunderExecutive, other than for Base Salary earned but unpaid through Final Compensation which shall be paid within ninety (90) days of such termination. All options to purchase shares of Common Stock that were not exercisable on the date of termination will be forfeited, and will terminate immediately upon the date of termination. Without limiting the generality of the foregoing; provided, however that the Executive shall not be entitled to exercise any options or receive any Bonus amounts which have not been paid prior to other equity rights that are vested as of the date of terminationany termination pursuant to this Section 5(c), in accordance with the terms of the applicable equity rights plans and any related agreements.

By the Company for Cause. The Company may terminate the Executive’s 's employment hereunder for Cause at any time upon prior written notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute “"Cause” " for termination: (i) the Executive’s 's willful failure to perform (other than by reason of illness or disability), or gross negligence in the performance of his/her of, his duties to the Company or any of its Affiliates Company, and the continuation of Executive does not cure such failure or negligence for a within twenty-five (25) day period immediately following his receipt of ten (10) days after notice to such written allegations from the Executive; Board, (ii) the Executive’s willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the CEO; (iii) the commission of fraud, embezzlement or theft by the Executive with respect to the Company or any of its Affiliates; Company, or (iviii) the conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude. Anything to the contrary in this Agreement notwithstanding, upon the giving of notice of Upon a termination of the Executive’s 's employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunder, other than for Base Salary earned but unpaid through the date of terminationtermination plus any compensation and reimbursements to the extent they were earned or accrued prior to the termination date. Without limiting the generality of the foregoing, the Executive shall not be entitled to receive any Cash Bonus amounts which have has not been paid prior to the date of termination.

By the Company for Cause. The Company may terminate the Executive’s 's employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute “"Cause” " for termination: (i) the Executive’s 's willful failure to perform (other than by reason of disability), or gross negligence in the performance of his/her of, his duties to the Company or any of its Affiliates Affiliates, and the continuation of Executive does not cure such failure or negligence for a within the 25-day period immediately following his receipt of ten (10) days after notice to such written allegations from the Executive; Board, (ii) the Executive’s willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the CEO; (iii) the commission of fraud, embezzlement or theft by the Executive with respect to the Company or any of its Affiliates; or (iviii) the conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude. Anything to the contrary in this Agreement notwithstanding, upon Upon the giving of notice of termination of the Executive’s 's employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunder, other than for Base Salary earned but unpaid through the date of termination. Without limiting the generality of the foregoing, the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior to the date of termination.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute “Cause” for termination: (i) Executive’s willful failure to perform (other than by reason of disability), or gross negligence in the performance of his/her duties to the Company or any of its Affiliates and the continuation of such failure or negligence for a period of ten (10) days after notice to the Executive; (ii) the Executive’s willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the President or the CEO; (iii) the commission of fraud, embezzlement or theft by the Executive with respect to the Company or any of its Affiliates; or (iv) the conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude. Anything to the contrary in this Agreement notwithstanding, upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunder, other than for Base Salary earned but unpaid through the date of termination. Without limiting the generality of the foregoing, the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior to the date of termination.

By the Company for Cause. The Company may terminate the Executive’s 's employment hereunder for Cause at any time upon written notice to the Executive setting forth in reasonable detail the nature of or such Cause. The following events or conditions following, as determined by the Board in its reasonable judgment, shall constitute “Cause” Cause for termination: : (i) Executive’s willful Willful failure to perform (other than by reason of disability)perform, or gross negligence in the performance of his/her of, the Executive's duties and responsibilities to the Company or any of and its Affiliates and the continuation of such failure or negligence for a period of ten (10) days after notice to the ExecutiveAffiliates; or (ii) Material breach by the Executive’s willful failure to perform (other than by reason Executive of disability) any lawful and reasonable directive provision of the CEOthis Agreement; or (iii) the commission Commission of a material act of fraud, embezzlement or theft by the Executive with respect to the Company or any of its Affiliatesother material dishonesty; or or (iv) the conviction of the Executive Conviction of, or plea by the Executive of nolo contendere to, any a felony or any other crime involving dishonesty or moral turpitude. Anything In the event that any of the foregoing events or conditions under clauses (i) or (ii) above is reasonably capable of being cured, the Company shall provide written notice to the contrary in this Agreement notwithstandingExecutive describing the nature of such event or condition, upon and the Executive shall, thereafter, have ten (10) business days from receipt of such notice to cure such event or condition. Upon the giving of notice of termination of the Executive’s 's employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunderExecutive, other than for Base Salary earned but and unpaid through the date of termination. Without limiting the generality of the foregoing, the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior to termination and reimbursement for expenses accrued and payable under Section 4 hereof through the date of termination.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute “Cause” for termination: (i) the Executive’s willful failure to perform (other than by reason of disability), or gross negligence in the performance of his/her his duties to the Company or any of its Affiliates and the continuation of such failure or negligence for a period of ten twenty-five (1025) days after notice to the Executive; (ii) the Executive’s willful failure to perform (other than by reason of disability) any lawful and reasonable directive of the CEO; (iii) the commission of fraud, embezzlement or theft by the Executive with respect to the Company or any of its Affiliates; or (iv) the conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude. Anything to the contrary in this Agreement notwithstanding, upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company and its Affiliates shall have no further obligation or liability to the Executive hereunder, other than for Base Salary earned but unpaid through the date of termination. Without limiting the generality of the foregoing, the Executive shall not be entitled to receive any Bonus amounts which have not been paid prior to the date of termination.