Common use of By the Company for Cause Clause in Contracts

By the Company for Cause. 1. The Executive’s employment may be terminated by the Board upon recommendation of the CEO, both acting in good faith, by written notice to the Executive specifying the event(s) relied upon for such termination upon the occurrence of any of the following events (each of which shall constitute “Cause” for termination): a. the continued failure by the Executive to substantially perform his duties after written notice and failure to cure within sixty (60) days; b. conviction of a felony or engaging in misconduct which is materially injurious to the Company, monetarily or to its reputation or otherwise, or which would damage Executive’s ability to effectively perform his duties; c. theft or dishonesty by the Executive; d. intoxication while on duty; or e. willful violation of Company policies or procedures after written notice and failure to cure within thirty (30) days. 2. If the Executive’s employment is terminated under this Section (D), the Executive shall be entitled to receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, and no more. 3. In addition, the Executive will receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable periodically at regular payroll intervals) upon his or her execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other vested equity incentives shall remain exercisable solely in accordance with the terms of the award agreements to which the Company and the Executive are parties on the Date of Termination. All unvested equity incentives shall terminate on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive that have vested shall be paid out in accordance with the terms of the CAP as in effect on the Date of Termination. The Executive shall not be entitled to receive any unvested Company contributions to the CAP.

By the Company for Cause. 1. The Executive’s employment may be terminated by the Board upon recommendation of the CEO, both acting in good faith, by written notice to the Executive specifying the event(s) relied upon for such termination upon the occurrence of any of the following events (each of which shall constitute “Cause” for termination): a. the continued failure by the Executive to substantially perform his duties after written notice and failure to cure within sixty (60) days; b. conviction of a felony or engaging in misconduct which is materially injurious to the Company, monetarily or to its reputation or otherwise, or which would damage Executive’s ability to effectively perform his duties; c. theft or dishonesty by the Executive; d. intoxication while on duty; or e. willful violation of Company policies or procedures after written notice and failure to cure within thirty (30) days. 2. If the Executive’s employment is terminated under this Section (D), the Executive shall be entitled to receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, and no more. 3. In addition, the Executive will may elect to receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable periodically at regular payroll intervals) Salary, upon his or her execution of a full release of claims in favor of the Company. Such payment shall be made to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX hereof; provided, that in the event the receipt of amounts payable pursuant to this Section (D) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other vested equity incentives shall remain exercisable solely in accordance with the terms of the award stock option agreements or restricted stock agreements to which the Company and the Executive are parties on the Date of Termination. All unvested equity incentives shall terminate on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive that have vested shall be paid out in accordance with the terms of the CAP as in effect on the Date of Termination. The Executive shall not be entitled to receive any unvested Company contributions to the CAP.

By the Company for Cause. 1. The Executive’s employment may be terminated by the Board upon recommendation of the CEO, both acting in good faith, by written notice to the Executive specifying the event(s) relied upon for such termination upon the occurrence of any of the following events (each of which shall constitute “Cause” for termination): a. the continued failure by the Executive to substantially perform his duties after written notice and failure to cure within sixty (60) days; b. conviction of a felony or engaging in misconduct which is materially injurious to the Company, monetarily or to its reputation or otherwise, or which would damage Executive’s ability to effectively perform his duties; c. theft or dishonesty by the Executive; d. intoxication while on duty; or e. willful violation of Company policies or procedures after written notice and failure to cure within thirty (30) days. 2. If the Executive’s employment is terminated under this Section (D), the Executive shall be entitled to receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, and no more. 3. In addition, the Executive will receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable periodically at regular payroll intervals) upon his or her execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other vested equity incentives shall remain exercisable solely in accordance with the terms of the award stock option agreements or restricted stock agreements to which the Company and the Executive are parties on the Date of Termination. All unvested equity incentives shall terminate on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive that have vested shall be paid out in accordance with the terms of the CAP as in effect on the Date of Termination. The Executive shall not be entitled to receive any unvested Company contributions to the CAP.

By the Company for Cause. 1. The Executive’s employment may be terminated by the Board upon recommendation of the CEO, both acting in good faithCompany, by written notice to the Executive specifying the event(s) relied upon for such termination upon the occurrence of any of the following events (each of which shall constitute “Cause” for termination): a. the continued failure by the Executive to substantially perform his the Executive’s duties after written notice and failure to cure within sixty (60) days; b. conviction of a felony or engaging in misconduct which is materially injurious to the Company, monetarily or to its reputation or otherwise, or which would damage Executive’s ability to effectively perform his the Executive’s duties; c. theft or dishonesty by the Executive; d. intoxication while on duty; or e. willful violation of Company policies or procedures after written notice and failure to cure within thirty (30) days. 2. If the Executive’s employment is terminated under this Section (D)VI.D, the Executive shall be entitled to receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, and no more. 3. In additionNotwithstanding the foregoing, the Executive will receive an enhanced a severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable periodically at regular payroll intervals, and commencing upon the first payroll period occurring after the For Cause Release Period (defined below) expires) upon his or her the Executive’s execution of a full release of claims in favor of the Company. Such release must be executed and become effective and any revocation period must expire within sixty (60) days of Date of Termination (the “For Cause Release Period”) in order for the Executive to receive the Executive’s six (6) months of severance benefits under this Section VI.D.3. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other vested equity incentives shall remain exercisable solely in accordance with the terms of the award agreements to which the Company and the Executive are parties on the Date of Termination. All unvested equity incentives shall terminate on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive that have vested shall be paid out in accordance with the terms of the CAP as in effect on the Date of Termination. The Executive shall not be entitled to receive any unvested Company contributions to the CAP.

By the Company for Cause. 1. The Executive’s employment may be terminated by the Board upon recommendation of the CEO, both acting in good faith, by written notice to the Executive specifying the event(s) relied upon for such termination upon the occurrence of any of the following events (each of which shall constitute “Cause” for termination): a. the continued failure by the Executive to substantially perform his duties after written notice and failure to cure within sixty (60) days; b. conviction of a felony or engaging in misconduct which is materially injurious to the Company, monetarily or to its reputation or otherwise, or which would damage Executive’s ability to effectively perform his duties; c. theft or dishonesty by the Executive; d. intoxication while on duty; or e. willful violation of Company policies or procedures after written notice and failure to cure within thirty (30) days. 2. If the Executive’s employment is terminated under this Section (D), the Executive shall be entitled to receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, and no more. 3. In addition, the Executive will receive an enhanced severance amount consisting of six four (64) additional months of the Executive’s Base Salary (payable periodically at regular payroll intervals) upon his or her execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other vested equity incentives shall remain exercisable solely in accordance with the terms of the award agreements to which the Company and the Executive are parties on the Date of Termination. All unvested equity incentives shall terminate on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive that have vested shall be paid out in accordance with the terms of the CAP as in effect on the Date of Termination. The Executive shall not be entitled to receive any unvested Company contributions to the CAP.

By the Company for Cause. 1. The Company may terminate the Executive’s employment may be terminated by the Board hereunder for Cause at any time upon recommendation of the CEO, both acting in good faith, by written notice to the Executive specifying setting forth in reasonable detail the event(s) relied upon for nature of such termination upon the occurrence of any of the Cause. The following events (each of which or conditions shall constitute “Cause” for termination): a. : (i) the willful and continued failure of the Executive to perform substantially his duties and responsibilities for the Company (other than any such failure resulting from Executive’s death or Disability) after a written demand by the CEO for substantial performance is delivered to the Executive by the Company, which specifically identifies the manner in which the CEO believes that the Executive has not substantially performed his duties and responsibilities, which willful and continued failure is not cured by the Executive to substantially perform his duties after written notice and failure to cure within sixty (60) days; b. conviction of a felony or engaging in misconduct which is materially injurious to the Company, monetarily or to its reputation or otherwise, or which would damage Executive’s ability to effectively perform his duties; c. theft or dishonesty by the Executive; d. intoxication while on duty; or e. willful violation of Company policies or procedures after written notice and failure to cure within thirty (30) days. 2days of his receipt of such written demand; (ii) the material breach by the Executive of any material provision of this Agreement, if such breach results in a material adverse effect on the Company or its Subsidiaries and if the breach is not cured by the Executive within thirty (30) days of his receipt of such written demand therefore (for the avoidance of doubt, the violation of Section 8.1, 8.3 and 8.5 of this Agreement shall be considered an immediate material breach of a material provision of this Agreement and not subject to the foregoing notice or cure provisions); (iii) the commission of fraud, embezzlement or theft by the Executive; (iv) the conviction of the Executive of, or plea by the Executive of nolo contendre to, any felony or any other crime involving dishonesty or moral turpitude. If Upon the giving of notice of termination of the Executive’s employment is terminated under this Section (D)hereunder for Cause, the Executive Company shall be entitled to receive all Base Salary and benefits to be paid have no further obligation or provided liability to the Executive under this Agreement hereunder, other than for payment of any Base Salary earned but unpaid through the Date of Termination, and no more. 3. In additionWithout limiting the generality of the foregoing, the Executive will receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable periodically at regular payroll intervals) upon his or her execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other vested equity incentives shall remain exercisable solely in accordance with the terms of the award agreements to which the Company and the Executive are parties on the Date of Termination. All unvested equity incentives shall terminate on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive that have vested shall be paid out in accordance with the terms of the CAP as in effect on the Date of Termination. The Executive shall not be entitled to receive any unvested Company contributions Discretionary Bonus amounts which have not been paid prior to the CAPDate of Termination hereunder for Cause.

By the Company for Cause. 1. The Executive’s employment may be terminated by the Board upon recommendation of the CEO, both acting in good faith, by written notice to the Executive specifying the event(s) relied upon for such termination upon the occurrence of any of the following events (each of which shall constitute “Cause” for termination): a. the continued failure by the Executive to substantially perform his her duties after written notice and failure to cure within sixty (60) days; b. conviction of a felony or engaging in misconduct which is materially injurious to the Company, monetarily or to its reputation or otherwise, or which would damage Executive’s ability to effectively perform his her duties; c. theft or dishonesty by the Executive; d. intoxication while on duty; or e. willful violation of Company policies or procedures after written notice and failure to cure within thirty (30) days. 2. If the Executive’s employment is terminated under this Section (D), the Executive shall be entitled to receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, and no more. 3. In addition, the Executive will may elect to receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable periodically at regular payroll intervals) Salary, upon his or her execution of a full release of claims in favor of the Company. Such payment shall be made to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX hereof; provided, that in the event the receipt of amounts payable pursuant to this Section (D) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other vested equity incentives shall remain exercisable solely in accordance with the terms of the award stock option agreements or restricted stock agreements to which the Company and the Executive are parties on the Date of Termination. All unvested equity incentives shall terminate on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive that have vested shall be paid out in accordance with the terms of the CAP as in effect on the Date of Termination. The Executive shall not be entitled to receive any unvested Company contributions to the CAP.

By the Company for Cause. 1. The Executive’s employment may be terminated by the Board upon recommendation of the CEO, both acting in good faith, by written notice to the Executive specifying the event(s) relied upon for such termination upon the occurrence of any of the following events (each of which shall constitute “Cause” for termination): a. the continued failure by the Executive to substantially perform his her duties after written notice and failure to cure within sixty (60) days; b. conviction of a felony or engaging in misconduct which is materially injurious to the Company, monetarily or to its reputation or otherwise, or which would damage Executive’s 's ability to effectively perform his her duties; c. theft or dishonesty by the Executive; d. intoxication while on duty; or e. willful violation of Company policies or procedures after written notice and failure to cure within thirty (30) days. 2. If the Executive’s employment is terminated under this Section (D), the Executive shall be entitled to receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, and no more. 3. In addition, the Executive will may elect to receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable periodically at regular payroll intervals) Salary, upon his or her execution of a full release of claims in favor of the Company. Such payment shall be made to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX hereof; provided, that in the event the receipt of amounts payable pursuant to this Section (D) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other vested equity incentives shall remain exercisable solely in accordance with the terms of the award stock option agreements or restricted stock agreements to which the Company and the Executive are parties on the Date of Termination. All unvested equity incentives shall terminate on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive that have vested shall be paid out in accordance with the terms of the CAP as in effect on the Date of Termination. The Executive shall not be entitled to receive any unvested Company contributions to the CAP.

By the Company for Cause. 1. The Executive’s employment may be terminated by the Board upon recommendation of the CEO, both acting in good faith, by written notice to the Executive specifying the event(s) relied upon for such termination upon the occurrence of any of the following events (each of which shall constitute “Cause” for termination): a. the continued failure by the Executive to substantially perform his duties after written notice and failure to cure within sixty (60) days; b. conviction of a felony or engaging in misconduct which is materially injurious to the Company, monetarily or to its reputation or otherwise, or which would damage Executive’s ability to effectively perform his duties; c. theft or dishonesty by the Executive; d. intoxication while on duty; or e. willful violation of Company policies or procedures after written notice and failure to cure within thirty (30) days. 2. If the Executive’s employment is terminated under this Section (D), the Executive shall be entitled to receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, and no more. 3. In addition, the Executive will may elect to receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable periodically at regular payroll intervals) Salary, upon his or her execution of a full release of claims in favor of the Company. Such payment shall be made to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX hereof; provided, that in the event the receipt of amounts payable pursuant to this Section (D) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other vested equity incentives shall remain exercisable solely in accordance with the terms of the award stock option agreements or restricted stock agreements to which the Company and the Executive are parties on the Date of Termination. All unvested equity incentives shall terminate on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive that have vested shall be paid out in accordance with the terms of the CAP as in effect on the Date of Termination. The Executive shall not be entitled to receive any unvested Company contributions to the CAP.

By the Company for Cause. 1. The Company may terminate the Executive’s employment may be terminated by hereunder for Cause at any time during the Board term of this Agreement upon recommendation of the CEO, both acting in good faith, by written notice to the Executive specifying setting forth in reasonable detail the event(snature of such Cause. The following, as determined by the Board in its reasonable judgment, shall constitute Cause for termination: (i) relied upon for such termination upon The Executive’s substantial and ongoing failure to perform (other than by reason of death or disability), or gross negligence in the occurrence of performance of, his duties and responsibilities to the Company or any of the following events its Affiliates; (each of which shall constitute “Cause” for termination): a. the continued failure ii) Knowing and material breach by the Executive of any provision of this Agreement which causes substantial damage to substantially perform his duties after written notice and failure the Company or any of its Affiliates, provided that the Executive has been given a reasonable opportunity to cure within sixty (60) days; b. conviction of a felony or engaging in misconduct which is materially injurious to any such material breach after notice from the Company, monetarily or to its reputation or otherwise, or which would damage Executive’s ability to effectively perform his duties; c. theft or dishonesty and such material breach has not been cured by the Executive; d. intoxication while on duty(iii) The Executive engages in embezzlement or other dishonest conduct which causes material harm to the Company or any of its Affiliates; (iv) Other gross misconduct by the Executive that is substantially harmful to the business, interests or reputation of the Company or any of its Affiliates; or e. willful violation (v) Commission of a felony involving moral turpitude. The Company policies or procedures after written may not terminate the Executive for Cause pursuant to Section 5(c)(i) during the Transition Period. Upon the giving of notice and failure to cure within thirty (30) days. 2. If of termination of the Executive’s employment is terminated under hereunder for Cause, the Company shall have no further obligation to the Executive, other than for Final Compensation which shall be paid within seventy-five (75) days of such termination. All options to purchase shares of stock that were not exercisable on the date of termination will be forfeited, and will terminate immediately upon the date of termination; provided, however that pursuant to this Section (D5(c), the Executive shall be entitled to receive all Base Salary and benefits to be paid or provided to exercise any options that were vested as of the Executive under this Agreement through the Date of Terminationtermination date, and no more. 3. In addition, the Executive will to receive an enhanced severance amount consisting of six (6) additional months any other equity rights that are vested as of the Executive’s Base Salary (payable periodically at regular payroll intervals) upon his or her execution date of a full release of claims in favor of the Company. Furthermoreany termination, all outstanding stock options, restricted stock, restricted stock units and any other vested equity incentives shall remain exercisable solely in accordance with the terms of the award agreements to which the Company applicable equity plans and the Executive are parties on the Date of Termination. All unvested equity incentives shall terminate on the Date of Termination. In additionrelated agreements, all amounts contributed by the Company to the CAP for the benefit of the Executive that have vested shall be paid out in accordance with the terms of the CAP as in effect on the Date of Termination. The Executive shall not be entitled to receive any unvested Company contributions to the CAPmodified herein.

By the Company for Cause. 1. The Executive’s employment may be terminated by the Board upon recommendation of the CEO, both acting in good faith, by written notice to the Executive specifying the event(s) relied upon for such termination upon the occurrence of any of the following events (each of which shall constitute “Cause” for termination): a. the continued failure by the Executive to substantially perform his duties after written notice and failure to cure within sixty (60) days; b. conviction of a felony or engaging in misconduct which is materially injurious to the Company, monetarily or to its reputation or otherwise, or which would damage Executive’s ability to effectively perform his duties; c. theft or dishonesty by the Executive; d. intoxication while on duty; or e. willful violation of Company policies or procedures after written notice and failure to cure within thirty (30) days. 2. If the Executive’s employment is terminated under this Section (D), the Executive shall be entitled to receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, and no more. 3. In addition, the Executive will receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable periodically at regular payroll intervals) upon his or her execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other vested equity incentives shall remain exercisable solely in accordance with the terms of the award agreements to which the Company and the Executive are parties on the Date of Termination. All unvested equity incentives shall terminate on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive that have vested shall be paid out in accordance with the terms of the CAP as in effect on the Date of Termination. The Executive shall not be entitled to receive any unvested Company contributions to the CAP.

By the Company for Cause. 1. The Executive’s employment may be terminated by the Board upon recommendation of the CEO, both acting in good faithBoard, by written notice to the Executive specifying the event(s) relied upon for such termination upon the occurrence of any of the following events (each of which shall constitute “Cause” for termination): a. the continued failure by the Executive to substantially perform his the Executive’s duties after written notice and failure to cure within sixty (60) days; b. conviction of a felony or engaging in misconduct which is materially injurious to the Company, monetarily or to its reputation or otherwise, or which would damage Executive’s ability to effectively perform his the Executive’s duties; c. theft or dishonesty by the Executive; d. intoxication while on duty; or e. willful violation of Company policies or procedures after written notice and failure to cure within thirty (30) days. 2. If the Executive’s employment is terminated under this Section (D)VI.D, the Executive shall be entitled to receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, and no more. 3. In additionNotwithstanding the foregoing, the Executive will receive an enhanced a severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable periodically at regular payroll intervals, and commencing upon the first payroll period occurring after the For Cause Release Period (defined below) expires) upon his or her the Executive’s execution of a full release of claims in favor of the Company. Such release must be executed and become effective and any revocation period must expire within sixty (60) days of Date of Termination (the “For Cause Release Period”) in order for the Executive to receive the Executive’s six (6) months of severance benefits under this Section VI.D.3. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other vested equity incentives shall remain exercisable solely in accordance with the terms of the award agreements to which the Company and the Executive are parties on the Date of Termination. All unvested equity incentives shall terminate on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive that have vested shall be paid out in accordance with the terms of the CAP as in effect on the Date of Termination. The Executive shall not be entitled to receive any unvested Company contributions to the CAP.

By the Company for Cause. 1. The Executive’s 's employment may be terminated by the Board upon recommendation of the CEO, both acting in good faith, by written notice to the Executive specifying the event(s) relied upon for such termination upon the occurrence of any of the following events (each of which shall constitute “"Cause” " for termination): a. the continued failure by the Executive to substantially perform his duties after written notice and failure to cure within sixty (60) days; b. conviction of a felony or engaging in misconduct which is materially injurious to the Company, monetarily or to its reputation or otherwise, or which would damage Executive’s 's ability to effectively perform his duties; c. theft or dishonesty by the Executive; d. intoxication while on duty; or e. willful violation of Company policies or procedures after written notice and failure to cure within thirty (30) days. 2. If Upon the Executive’s employment is terminated under this Section (D)'s termination for Cause, the Executive shall be entitled to receive all Base Salary and benefits to be paid or provided due to the Executive under this Agreement through the Date of Termination (payable within thirty (30) days of the Date of Termination, with the date of such payment determined by the Company in its sole discretion) and no more. 3. In additionNotwithstanding the foregoing, the Executive will receive an enhanced a severance amount consisting of six (6) additional months of the Executive’s 's Base Salary (payable periodically at regular payroll intervalsintervals and commencing upon the first payroll period occurring after the For Cause Release Period (defined below) expires) upon his or her the Executive's execution of a full release of claims in favor of the Company. Such release must be executed and become effective and any revocation period must expire within sixty (60) days of the Date of Termination (the "For Cause Release Period") in order for the Executive to receive the Executive's additional six (6) months of enhanced severance benefits under this Section V.D.3. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other vested equity incentives shall remain exercisable solely in accordance with the terms of the award agreements to which the Company and the Executive are parties on the Date of Termination. All unvested equity incentives shall terminate on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive that have vested shall be paid out in accordance with the terms of the CAP as in effect on the Date of Termination. The Executive shall not be entitled to receive any unvested Company contributions to the CAP.

By the Company for Cause. 1. The Executive’s employment may be terminated by the Board upon recommendation of the CEO, both acting in good faith, by written notice to the Executive specifying the event(s) relied upon for such termination upon the occurrence of any of the following events (each of which shall constitute “Cause” for termination): a. the continued failure by the Executive to substantially perform his her duties after written notice and failure to cure within sixty (60) days; b. conviction of a felony or engaging in misconduct which is materially injurious to the Company, monetarily or to its reputation or otherwise, or which would damage Executive’s ability to effectively perform his her duties; c. theft or dishonesty by the Executive; d. intoxication while on duty; or e. willful violation of Company policies or procedures after written notice and failure to cure within thirty (30) days. 2. If the Executive’s employment is terminated under this Section (D), the Executive shall be entitled to receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, and no more. 3. In addition, the Executive will receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable periodically at regular payroll intervals) upon his or her execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other vested equity incentives shall remain exercisable solely in accordance with the terms of the award stock option agreements or restricted stock agreements to which the Company and the Executive are parties on the Date of Termination. All unvested equity incentives shall terminate on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive that have vested shall be paid out in accordance with the terms of the CAP as in effect on the Date of Termination. The Executive shall not be entitled to receive any unvested Company contributions to the CAP.

By the Company for Cause. 1. The Executive’s 's employment may be terminated by the Board upon recommendation of the CEO, both acting in good faithCompany, by written notice to the Executive specifying the event(s) relied upon for such termination upon the occurrence of any of the following events (each of which shall constitute “"Cause” " for termination): a. the continued failure by the Executive to substantially perform his the Executive's duties after written notice and failure to cure within sixty (60) days; b. conviction of a felony or engaging in misconduct which is materially injurious to the Company, monetarily or to its reputation or otherwise, or which would damage Executive’s 's ability to effectively perform his the Executive's duties; c. theft or dishonesty by the Executive; d. intoxication while on duty; or e. willful violation of Company policies or procedures after written notice and failure to cure within thirty (30) days. 2. If the Executive’s 's employment is terminated under this Section (D)VI.D, the Executive shall be entitled to receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, and no more. 3. In additionNotwithstanding the foregoing, the Executive will receive an enhanced a severance amount consisting of six (6) additional months of the Executive’s 's Base Salary (payable periodically at regular payroll intervals, and commencing upon the first payroll period occurring after the For Cause Release Period (defined below) expires) upon his or her the Executive's execution of a full release of claims in favor of the Company. Such release must be executed and become effective and any revocation period must expire within sixty (60) days of Date of Termination (the "For Cause Release Period") in order for the Executive to receive the Executive's six (6) months of severance benefits under this Section VI.D.3. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other vested equity incentives shall remain exercisable solely in accordance with the terms of the award agreements to which the Company and the Executive are parties on the Date of Termination. All unvested equity incentives shall terminate on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive that have vested shall be paid out in accordance with the terms of the CAP as in effect on the Date of Termination. The Executive shall not be entitled to receive any unvested Company contributions to the CAP.

By the Company for Cause. 1. The Executive’s 's employment may be terminated by the Board upon recommendation of the CEO, both acting in good faith, Company by written notice to the Executive specifying the event(s) relied upon for such termination upon the occurrence of any of the following events (each of which shall constitute “"Cause” " for termination): a. the continued failure by the Executive to substantially perform his the Executive's duties after written notice and failure to cure within sixty (60) days; b. conviction of a felony or engaging in misconduct which is materially injurious to the Company, monetarily or to its reputation or otherwise, or which would damage Executive’s 's ability to effectively perform his the Executive's duties; c. theft or dishonesty by the Executive; d. intoxication while on duty; or e. willful violation of Company policies or procedures after written notice and failure to cure within thirty (30) days. 2. If the Executive’s 's employment is terminated under this Section (D)VI.D, the Executive shall be entitled to receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, and no more. 3. In addition, the Executive will receive an enhanced severance amount consisting The vesting and exercisability (if applicable) of six (6) additional months of the Executive’s Base Salary (payable periodically at regular payroll intervals) upon his or her execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other vested equity incentives Equity Incentives shall remain exercisable solely in accordance with be governed by the terms of the applicable award agreements to which the Company and the Executive are parties on the Date of Termination. 4. All unvested equity incentives shall terminate on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive that have vested prior to the Date of Termination shall be paid out in accordance with the terms of the CAP as in effect on the Date of Termination. The Executive shall not be entitled to receive any unvested Company contributions to the CAP.