Common use of For Cause by the Company Clause in Contracts

For Cause by the Company. The Board may terminate Executive’s employment for Cause, at any time, upon written notice describing the nature of such Cause. For purposes of this Agreement, the term “Cause” means Executive’s (i) willful misconduct; (ii) willful or gross neglect of his job duties; (iii) material failure to materially perform his job duties; (iv) refusal to follow a lawful directive of the Board, or committee thereof, that is materially related to and consistent with the provisions of Section 1 above; (v) material failure to materially comply with the Company’s policies and practices; (vi) an act of moral turpitude, theft, fraud or dishonesty; (vii) commission of any felony or misdemeanor (other than minor traffic violations or offenses of a comparable magnitude not involving dishonesty, fraud or breach of trust); (viii) material breach of any material term of a contractual agreement between Executive and the Company, including, without limitation, this Agreement and the Confidentiality Agreement (defined in Section 9 below); or (ix) a willful act that is (or reasonably would be expected to be) materially damaging or detrimental to the Company; provided, however, that, in the event of conduct described in clauses (iii), (iv), (v), (viii) and (ix) that is capable of being cured, Cause shall exist only if the Company provides written notice to Executive reasonably detailing such grounds giving rise to Cause and Executive fails to cure such grounds for Cause to the reasonable satisfaction of Employer within two (2) business days after delivery to Executive of such written notice, if reasonably curable within two (2) business days, or, if not, then within such time as is reasonable under the circumstances, which in no event shall exceed fifteen (15) calendar days. Executive’s date of termination in the event Executive’s employment is terminated for Cause shall be the date on which Executive is given notice of termination under this Section 6.3, except, if a notice period is required, Executive’s date of termination shall be upon the expiration of said notice period if Executive fails to previously cure the grounds giving rise to Cause.

For Cause by the Company. The Board Company may terminate Executive’s employment for Cause, at any time, upon written notice reasonably describing the nature of such Cause. For purposes of this Agreement, the term “Cause” means Executive’s ’s: (i) willful misconductmisconduct with respect to the Company, which causes material harm to the Company or its reputation; (ii) willful or gross neglect of his job duties; (iii) material continuing failure to materially perform his Executive’s essential job dutiesduties (other than upon a Disability), provided that Executive’s failure to achieve Company operating goals by itself, will not constitute a basis for Cause if Executive attempts in good faith to meet such operating goals; (iviii) refusal to follow a lawful directive of the Board, or committee thereof, Board that is materially related to and reasonably consistent with the provisions of Section 1 above; (v) material failure act of fraud with respect to materially comply with the Company’s policies Company or willful and practicesknowing misappropriation of Company property; (vi) an act of moral turpitude, theft, fraud or dishonesty; (vii) commission of any felony or misdemeanor any crime involving moral turpitude; or (other than minor traffic violations or offenses of a comparable magnitude not involving dishonesty, fraud or breach of trust); (viiivii) material breach of any material term of a contractual this Agreement or of any separate proprietary information and invention assignment agreement between Executive and the Company, including, without limitation, this Agreement and the Confidentiality Agreement (defined in Section 9 below); or (ix) a willful act that is (or reasonably would be expected to be) materially damaging or detrimental to the Company; provided, however, that, in the event of conduct described in clauses (iiii), (ivii), (v), iii) or (viii) and (ixiv) that is reasonably capable of being cured, Cause shall exist only if the Company provides written notice to Executive within sixty (60) days following the initial occurrence of such event giving rise to Cause reasonably detailing such grounds giving rise to for Cause and Executive fails to cure such grounds for Cause to the reasonable satisfaction of Employer the Company within two thirty (230) business days after delivery to Executive of such written notice, if reasonably curable within two (2) business days, or, if not, then within such time as is reasonable under the circumstances, which in no event shall exceed fifteen (15) calendar days. Executive’s date of termination in the event Executive’s employment is terminated for Cause shall be the date on which Executive is given notice of termination under this Section 6.3, except, if a notice period is required, Executive’s date of termination shall be upon the expiration of said notice period if Executive fails to previously cure the grounds giving rise to Cause.

For Cause by the Company. The Board may terminate Employment Term, and Executive’s employment for Causehereunder, may be terminated at any time, time by the Company for “Cause” upon written notice describing delivery of a “Notice of Termination” (as defined in Section 10(e)) by the nature of such CauseCompany to Executive. For purposes of this Agreement, the term “Cause” means Executive’s shall mean, in each case, as reasonably determined by the Board: (i) willful misconductconviction of, or entry of a pleading of guilty or no contest by, Executive with respect to a felony or any lesser crime of which fraud or dishonesty is a material element; (ii) Executive’s willful or gross neglect of his job dutiesdishonesty towards the Company; (iii) material Executive’s continued failure to materially perform his job dutiessubstantially all of her duties with the Company, or a failure to follow the lawful direction of the Board after the Board delivers a written demand for substantial performance and Executive neglects to cure such a failure to the reasonable satisfaction of the Board within 15 days; (iv) refusal Executive’s material, knowing and intentional failure to follow a lawful directive comply with applicable laws with respect to the execution of the Board, Company’s business operations or committee thereof, that is materially related to and consistent with the provisions her material breach of Section 1 abovethis Agreement; (v) Executive’s theft, fraud, embezzlement, dishonesty or similar conduct which has resulted or is likely to result in material failure damage to materially comply with the Company’s policies and practicesCompany or any of its affiliates or subsidiaries; or (vi) an act Executive’s habitual intoxication or continued abuse of moral turpitudeillegal drugs which materially interferes with Executive’s ability to perform her assigned duties and responsibilities. If Executive is terminated for Cause pursuant to this Section 10(a), thefthe shall be entitled to receive only her Base Salary through the date of termination and he shall have no further rights to any compensation (including any Base Salary or Bonus) or any other benefits under this Agreement. All other benefits, fraud or dishonesty; (viiif any, due Executive following Executive’s termination of employment for Cause pursuant to this Section 10(a) commission shall be determined in accordance with the plans, policies and practices of any felony or misdemeanor (other than minor traffic violations or offenses of a comparable magnitude not involving dishonesty, fraud or breach of trust); (viii) material breach of any material term of a contractual agreement between Executive and the Company, including, without limitation, this Agreement and the Confidentiality Agreement (defined in Section 9 below); or (ix) a willful act that is (or reasonably would be expected to be) materially damaging or detrimental to the Company; provided, however, thatthat Executive shall not participate in any severance plan, in policy or program of the event of conduct described in clauses (iii), (iv), (v), (viii) and (ix) that is capable of being cured, Cause shall exist only if the Company provides written notice to Executive reasonably detailing such grounds giving rise to Cause and Executive fails to cure such grounds for Cause to the reasonable satisfaction of Employer within two (2) business days after delivery to Executive of such written notice, if reasonably curable within two (2) business days, or, if not, then within such time as is reasonable under the circumstances, which in no event shall exceed fifteen (15) calendar days. Executive’s date of termination in the event Executive’s employment is terminated for Cause shall be the date on which Executive is given notice of termination under this Section 6.3, except, if a notice period is required, Executive’s date of termination shall be upon the expiration of said notice period if Executive fails to previously cure the grounds giving rise to CauseCompany.

For Cause by the Company. The Board Company may terminate Executive’s employment for Cause, at any time, upon written notice reasonably describing the nature of such Cause. For purposes of this Agreement, the term “Cause” means Executive’s (i) willful misconduct; (ii) willful or gross neglect of his Executive’s job duties; (iii) material failure to materially perform his Executive’s job duties; (iv) refusal to follow a lawful directive of the Board, or committee thereof, Company that is materially related to and consistent with the provisions of Section 1 above; (v) material failure to materially comply with the Company’s policies and practices; (vi) an act of moral turpitude, theft, fraud or dishonesty; (vii) commission of any felony or misdemeanor (other than minor traffic violations or offenses of a comparable magnitude not involving dishonesty, fraud or breach of trust); (viii) material breach of any material term of a contractual agreement between Executive and the Company, including, without limitation, this Agreement and the Confidentiality Agreement (defined in Section 9 below)Agreement; or (ix) a willful act that is (or reasonably would be expected to be) materially damaging or detrimental to the Company; provided, however, that, in the event of conduct described in clauses (iii), (iv), (v), ) or (viii) and (ix) that is capable of being cured, Cause shall exist only if the Company provides written notice to Executive reasonably detailing such grounds giving rise to Cause and Executive fails to cure such grounds for Cause to the reasonable satisfaction of Employer the Company within two (2) business days after delivery to Executive of such written notice, if reasonably curable within two (2) business days, or, if not, then within such time as is reasonable under the circumstances, which in no event shall exceed fifteen twenty (1520) calendar business days. Notwithstanding the foregoing, notice and an opportunity to cure an event giving rise to Cause shall not be required for any event that is the same or of similar to an event that was the subject of a prior notice to cure. Executive’s date of termination in the event Executive’s employment is terminated for Cause shall be the date on which Executive is given notice of termination under this Section 6.3, except, if a notice period is required, Executive’s date of termination shall be upon the expiration of said notice period if Executive fails to previously cure the grounds giving rise to Cause. If, subsequent to termination of Executive’s employment for a reason other than for Cause, the Company learns that, during the Employment Period, Cause existed to terminate Executive’s employment on a ground that would not have required notice and an opportunity to cure, the Company may retroactively designate Executive’s termination of employment to be for Cause under this Section 6.3.

For Cause by the Company. The Board may terminate Employment Term, and Executive’s employment for Causehereunder, may be terminated at any time, time by the Company for “Cause” upon written notice describing delivery of a “Notice of Termination” (as defined in Section 10(e)) by the nature of such CauseCompany to Executive. For purposes of this Agreement, the term “Cause” means Executive’s shall mean, in each case, as reasonably determined by the Board: (i) willful misconductconviction of, or entry of a pleading of guilty or no contest by, Executive with respect to a felony or any lesser crime of which fraud or dishonesty is a material element; (ii) Executive’s willful or gross neglect of his job dutiesdishonesty towards the Company; (iii) material Executive’s continued failure to materially perform substantially all of his job dutiesduties with the Company, or a failure to follow the lawful direction of the Board after the Board delivers a written demand for substantial performance and Executive neglects to cure such a failure to the reasonable satisfaction of the Board within 15 days; (iv) refusal Executive’s material, knowing and intentional failure to follow a lawful directive comply with applicable laws with respect to the execution of the Board, Company’s business operations or committee thereof, that is materially related to and consistent with the provisions his material breach of Section 1 abovethis Agreement; (v) Executive’s theft, fraud, embezzlement, dishonesty or similar conduct which has resulted or is likely to result in material failure damage to materially comply with the Company’s policies and practicesCompany or any of its affiliates or subsidiaries; or (vi) an act Executive’s habitual intoxication or continued abuse of moral turpitudeillegal drugs which materially interferes with Executive’s ability to perform his assigned duties and responsibilities. If Executive is terminated for Cause pursuant to this Section 10(a), thefthe shall be entitled to receive only his Base Salary through the date of termination and he shall have no further rights to any compensation (including any Base Salary or Bonus) or any other benefits under this Agreement. All other benefits, fraud or dishonesty; (viiif any, due Executive following Executive’s termination of employment for Cause pursuant to this Section 10(a) commission shall be determined in accordance with the plans, policies and practices of any felony or misdemeanor (other than minor traffic violations or offenses of a comparable magnitude not involving dishonesty, fraud or breach of trust); (viii) material breach of any material term of a contractual agreement between Executive and the Company, including, without limitation, this Agreement and the Confidentiality Agreement (defined in Section 9 below); or (ix) a willful act that is (or reasonably would be expected to be) materially damaging or detrimental to the Company; provided, however, thatthat Executive shall not participate in any severance plan, in policy or program of the event of conduct described in clauses (iii), (iv), (v), (viii) and (ix) that is capable of being cured, Cause shall exist only if the Company provides written notice to Executive reasonably detailing such grounds giving rise to Cause and Executive fails to cure such grounds for Cause to the reasonable satisfaction of Employer within two (2) business days after delivery to Executive of such written notice, if reasonably curable within two (2) business days, or, if not, then within such time as is reasonable under the circumstances, which in no event shall exceed fifteen (15) calendar days. Executive’s date of termination in the event Executive’s employment is terminated for Cause shall be the date on which Executive is given notice of termination under this Section 6.3, except, if a notice period is required, Executive’s date of termination shall be upon the expiration of said notice period if Executive fails to previously cure the grounds giving rise to CauseCompany.

For Cause by the Company. The Board Company may terminate Executive’s employment for Cause, at any time, upon written notice reasonably describing the nature of such Cause. For purposes of this Agreement, the term “Cause” means Executive’s (i) willful misconduct; (ii) willful or gross neglect of his Executive’s job duties; (iii) material failure to materially perform his Executive’s job duties; (iv) refusal to follow a lawful directive of the Board, or committee thereof, Company that is materially related to and consistent with the provisions of Section 1 above; (v) material failure to materially comply with the Company’s policies and practices; (vi) an act of moral turpitude, theft, fraud or dishonesty; (vii) commission of any felony or misdemeanor (other than minor traffic violations or offenses of a comparable magnitude not involving dishonesty, fraud or breach of trust); (viii) material breach of any material term of a contractual agreement between Executive and the Company, including, without limitation, this Agreement and the Confidentiality Agreement (defined in Section 9 below)Agreement; or (ix) a willful act that is (or reasonably would be expected to be) materially damaging or detrimental to the Company; provided, however, that, in the event of conduct described in clauses (iii), (iv), (v), ) or (viii) and (ix) that is capable of being cured, Cause shall exist only if the Company provides written notice to Executive reasonably detailing such grounds giving rise to Cause and Executive fails to cure such grounds for Cause to the reasonable satisfaction of Employer the Company within two (2) business days after delivery to Executive of such written notice, if reasonably curable within two (2) business days, or, if not, then within such time as is reasonable under the circumstances, which in no event shall exceed fifteen twenty (1520) calendar days. Notwithstanding the foregoing, notice and an opportunity to cure an event giving rise to Cause shall not be required for any event that is the same or of similar to an event that was the subject of a prior notice to cure. Executive’s date of termination in the event Executive’s employment is terminated for Cause shall be the date on which Executive is given notice of termination under this Section 6.3, except, if a notice period is required, Executive’s date of termination shall be upon the expiration of said notice period if Executive fails to previously cure the grounds giving rise to Cause. If, subsequent to termination of Executive’s employment for a reason other than for Cause, the Company learns that, during the Employment Period, Cause existed to terminate Executive’s employment on a ground that would not have required notice and an opportunity to cure, the Company may retroactively designate Executive’s termination of employment to be for Cause under this Section 6.3.

For Cause by the Company. The Board may terminate Employment Term, and Executive’s employment for Causehereunder, may be terminated at any time, time by the Company for “Cause” upon written notice describing delivery of a “Notice of Termination” (as defined in Section 11(g)) by the nature of such CauseCompany to Executive. For purposes of this Agreement, the term “Cause” means Executive’s shall mean (i) the willful misconduct; and continued failure of Executive to perform substantially his duties with the Company (iiother than any such failure resulting from Executive’s incapacity due to physical or mental illness) willful or gross neglect of his job duties; (iii) material after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties and Executive has failed to cure such failure to materially perform his job duties; (iv) refusal to follow a lawful directive the reasonable satisfaction of the Board, (ii) the willful engaging by Executive in gross misconduct which results in substantial damage to the Company, (iii) Executive’s willful violation of a material provision of the Company’s Code of Conduct, (iv) conviction of, or committee thereofentry of a pleading of guilty or no contest by, that Executive with respect to a felony, other than a traffic infraction not involving an intent to commit a crime, or any lesser crime of which fraud or dishonesty is materially related to and consistent with the provisions of Section 1 above; a material element, (v) material failure to materially comply with the CompanyExecutive’s policies and practices; breach of any of his representations in Section 16(a) or (vi) an Executive’s habitual intoxication or continued abuse of illegal drugs which materially interferes with Executive’s ability to perform his assigned duties and responsibilities. For purpose of this Section 11(a), no act or failure to act by Executive shall be considered “willful” unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s action or omission was in the best interests of moral turpitudethe Company. Any act, theftor failure to act, fraud based upon authority given pursuant to a resolution duly adopted by the Board shall be conclusively presumed to be done, or dishonesty; (vii) commission omitted to be done, by Executive in good faith and in the best interests of any felony or misdemeanor (other than minor traffic violations or offenses the Company. Cause shall not exist unless and until the Company has delivered to Executive, along with the Notice of Termination for Cause, a copy of a comparable magnitude not involving dishonesty, fraud or breach resolution duly adopted by a majority of trust); the Board (viiiexcluding Executive) material breach at a meeting of any material term of a contractual agreement between the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the CompanyBoard), includingfinding that in the good faith opinion of the Board an event set forth in clauses (i)-(vi) above has occurred and specifying the particulars thereof in detail. If Executive is terminated for Cause pursuant to this Section 11(a), without limitation, he shall be entitled to receive only his Base Salary through the date of termination and he shall have no further rights to any compensation (including any Base Salary or Bonus) or any other benefits under this Agreement which have not vested prior to his date of termination. All other benefits, if any, due Executive following Executive’s termination of employment for Cause pursuant to this Section 11(a) shall be determined in accordance with the plans, policies and the Confidentiality Agreement (defined in Section 9 below); or (ix) a willful act that is (or reasonably would be expected to be) materially damaging or detrimental to practices of the Company; provided, however, thatthat Executive shall not participate in any severance plan, in policy or program of the event of conduct described in clauses (iii), (iv), (v), (viii) and (ix) that is capable of being cured, Cause shall exist only if the Company provides written notice to Executive reasonably detailing such grounds giving rise to Cause and Executive fails to cure such grounds for Cause to the reasonable satisfaction of Employer within two (2) business days after delivery to Executive of such written notice, if reasonably curable within two (2) business days, or, if not, then within such time as is reasonable under the circumstances, which in no event shall exceed fifteen (15) calendar days. Executive’s date of termination in the event Executive’s employment is terminated for Cause shall be the date on which Executive is given notice of termination under this Section 6.3, except, if a notice period is required, Executive’s date of termination shall be upon the expiration of said notice period if Executive fails to previously cure the grounds giving rise to CauseCompany.

For Cause by the Company. The Board may terminate Employment Term and the Executive’s employment hereunder may be terminated by the Company for “Cause, at any time, upon written notice describing the nature of such Cause. .” For purposes of this Agreement, the term “Cause” means Executive’s shall mean (i) willful misconduct; gross neglect of duties, (ii) willful material dishonesty, fraud, misappropriation or gross neglect of his job duties; intentional damage to the Company monetarily or otherwise, (iii) material failure engagement in conduct which is demonstrably and materially injurious to the Company, or that materially perform his job dutieshxxxx the reputation or financial position of the Company, unless the conduct in question was undertaken in good faith on an informed basis with due care and with a rational business purpose and based upon the belief that such conduct was in the best interests of the Company; (iv) refusal to follow a lawful directive of the Boardindictment or conviction of, or committee thereofpleading guilty or no contest to, that is materially related to and consistent with the provisions of Section 1 above; a felony, (v) material failure conviction of or pleading guilty to materially comply with the Company’s policies and practices; a lesser crime or offense involving Company property, (vi) an act breach of moral turpitude, theft, fraud or dishonestyfiduciary duties to the Company which may reasonably be expected to have a material adverse effect on the Company; (vii) commission of obstructing or impeding, or failing to materially cooperate with, any felony investigation authorized by the Board or misdemeanor (other than minor traffic violations any governmental or offenses of a comparable magnitude not involving dishonesty, fraud or breach of trust)self-regulatory entity; (viii) material breach violation of any nondisclosure, nonsolicitation, non-hire, or noncompete agreement or policy applicable to Executive which violation may reasonably be expected to have a material term adverse effect on the Company or its reputation; (ix) violation of any policy of the Company that is generally applicable to all employees or officers of the Company including, but not limited to, policies concerning ixxxxxx xxxxxxx, workplace violence, discrimination, or sexual harassment, or the Company’s code of conduct, that Executive knows or reasonably should know could reasonably be expected to result in a contractual agreement between material adverse effect on the Company or its reputation; (x) gross misconduct or misconduct which is repeated after written notice in connection with the performance of his duties; or (xi) any other breach on the part of the Executive and which would make continued employment materially prejudicial to the Company, including, without limitation, this Agreement which is repeated after 10 days written notice and 10 day opportunity to cure all as determined in good faith by the Confidentiality Agreement (defined in Section 9 below); or (ix) a willful act that is (or reasonably would be expected to be) materially damaging or detrimental to Board of Directors of the Company; provided, however, that, in . The notice required by the event of conduct described in clauses (iiiprior sentence shall indicate the Company’s intention to terminate the Executive pursuant to this Section 6(a), (iv), (v), (viii) and (ix) that is capable of being cured, Cause shall exist only if . If the Company provides written notice to Executive reasonably detailing such grounds giving rise to Cause and Executive fails to cure such grounds for Cause to the reasonable satisfaction of Employer within two (2) business days after delivery to Executive of such written notice, if reasonably curable within two (2) business days, or, if not, then within such time as is reasonable under the circumstances, which in no event shall exceed fifteen (15) calendar days. Executive’s date of termination in the event Executive’s employment is terminated for Cause Cause, he shall be entitled to receive his Salary through the date on which Executive is given notice of termination under this Section 6.3, except, if a notice period is required, Executive’s date of termination shall be upon the expiration of said notice period if Executive fails to previously cure the grounds giving rise to Causetermination.

For Cause by the Company. The Board may terminate ExecutiveContractor’s employment engagement hereunder for Cause, at any time, upon written notice describing reasonably detailing the nature of such grounds giving rise to Cause. For purposes of this Agreement, the term “Cause” means ExecutiveContractor’s and/or Nedivi’s (i) willful material misconduct; (ii) willful or gross neglect of his job duties; (iii) material failure to materially perform his job dutiesthe Services; (iviii) willful refusal to follow a reasonable and lawful directive of the Board, or committee thereof, that is materially related to and consistent with the provisions of Section 1 2 above; (viv) material failure to materially comply with the CompanyCompany Group’s reasonable and lawful material written policies and practices, if any, applicable to Contractor and/or Nedivi; (v) an act of theft, fraud or dishonesty of a material nature against any member of the Company Group that is material to the Company Group as a whole; (vi) an act conviction of moral turpitude, theft, fraud a felony; or dishonesty; (vii) commission of any felony or misdemeanor (other than minor traffic violations or offenses of a comparable magnitude not involving dishonesty, fraud or breach of trust); (viii) material breach of any material term of a contractual agreement between Executive and the Company, including, without limitation, this Agreement and or the Confidentiality Agreement (defined in Section 9 below); or (ix) a willful act that is (or reasonably would be expected to be) materially damaging or detrimental to the CompanyInducement Agreement; provided, however, that, in the event of conduct described in clauses (ii) (provided such conduct is not willful), (iii), (iv), (v), (viii) and (ixvii) that is capable of being cured, Cause shall exist only if the Company provides written notice to Executive Contractor reasonably detailing such grounds giving rise to Cause and Executive Contractor or Nedivi, as applicable, fails to cure such grounds for Cause to the reasonable satisfaction of Employer the Company within two (2) business days a reasonable period of time after delivery to Executive Contractor of such written notice, if reasonably curable within two (2) business days, or, if not, then within such time as is reasonable under the circumstances, which in no event shall exceed fifteen (15) calendar days. Executive’s The date of termination of Contractor’s engagement hereunder in the event Executive’s employment such engagement is terminated for Cause shall be the date on which Executive Contractor is given notice of termination under this Section 6.38.3, except, if a notice period is required, ExecutiveContractor’s date of termination engagement hereunder shall be terminate upon the expiration of said notice period if Executive Contractor fails to previously cure the grounds giving rise to Cause.. No termination of Contractor for Cause shall be permitted unless the written notice of such termination occurs during the ninety (90) day period immediately following the date that the events or actions constituting Cause first become known to the Board. Company Initials:____ Contractor Initials:____

For Cause by the Company. The Board Company may terminate ExecutiveEmployee’s employment immediately for Cause, at any time, Cause upon written notice describing to Employee provided that such notice must be delivered to Employee within thirty (30) days of the nature Company having knowledge of such the condition occurring that constitutes Cause. For purposes of this Agreement, the term “Cause” means Executivefor termination shall constitute the following: Employee’s (i) willful misconductembezzlement, misappropriation, theft, fraud, or other material dishonesty; (ii) willful conviction of or gross neglect plea of his job dutiesguilty or nolo contendere to a crime that constitutes a felony or a crime involving moral turpitude; provided that felonies and similar charges that are related to the illegality of the possession, cultivation, manufacturing, distribution or sale of cannabis and/or the transacting of proceeds relating thereto under the federal laws of the United States shall not constitute “Cause”; (iii) material failure to materially perform his job dutiesbreach of a fiduciary duty; (iv) refusal willful failure to follow a lawful comply with any valid and legal directive of the Board, Company or committee thereof, that is materially related to and consistent with the provisions of Section 1 aboveany Group Company; (v) material failure to materially comply with violation of the Company's or any Group Company’s written policies and practicesor codes of conduct; (vi) an act of moral turpitude, theft, fraud or dishonesty; (vii) commission of any felony or misdemeanor (other than minor traffic violations or offenses of a comparable magnitude not involving dishonesty, fraud or breach of trust); (viii) material breach of any material term of a contractual agreement between Executive and the Company, including, without limitation, Employee’s obligations under this Agreement and the Confidentiality Agreement (defined in Section 9 below)Agreement; or (ixvii) a gross negligence or willful act that is (or reasonably would be expected to be) materially damaging or detrimental to the Company; provided, however, that, misconduct in the event performance of conduct described in clauses Employee’s duties. If the Company intends to terminate Employee for Cause pursuant to subsections (iii), (iv), (v), (viiivi) or (vii) above, and the Employee’s action or failure to act was not “willful” (ix) i.e., it was not in bad faith or without Employee’s reasonable belief that is capable his action or inaction was in the best interests of being cured, Cause shall exist only if the Company provides or any Group Company), then, prior to terminating Employee for Cause, the Company shall provide written notice to Executive reasonably detailing such grounds Employee setting forth in reasonable detail the nature and condition giving rise to Cause the Company’s decision to terminate Employee for Cause, and Executive fails Employee shall have thirty (30) days following such notice to cure such grounds for Cause to the reasonable satisfaction of Employer within two (2) business days after delivery to Executive of such written notice, if reasonably curable within two (2) business days, or, if not, then within such time as is reasonable under the circumstances, which in no event shall exceed fifteen (15) calendar days. Executive’s date of termination in the event Executive’s employment is terminated for Cause shall be the date on which Executive is given notice of termination under this Section 6.3, except, if a notice period is required, Executive’s date of termination shall be upon the expiration of said notice period if Executive fails to previously cure the grounds giving rise to Causecondition.

For Cause by the Company. The Board Company hereunder, may terminate the Employment Term, and Executive’s employment for Cause, at any timetime for "Cause" (as defined below) upon delivery of a 60-day "Notice of Termination" (as defined in Section 8 (e)) by the Company to Executive, upon written notice describing in which the nature cause or reason of such Causetermination is stated. For purposes of this the Agreement, "Cause" shall mean, in each case, as reasonably determined by the term “Cause” means Executive’s Board: (i) willful misconductconviction of, or entry of a pleading of guilty or no contest by, Executive with respect to a felony or any lesser crime of which fraud or dishonesty is a material element; (ii) Executive's willful or gross neglect of his job dutiesdishonesty towards the Company; (iii) material Executive's willful and continued failure to materially perform his job dutiessubstantially all of her duties with the Company, or a failure to follow the lawful direction of the Board after the Board delivers a written demand for substantial performance and Executive neglects to cure such a failure to the reasonable satisfaction of the Board within fifteen (15) days following receipt of such written demand; (iv) refusal Executive's material, knowing and intentional failure to follow a lawful directive comply with applicable laws with respect to the execution of the Board, Company's business operations or committee thereof, that is materially related to and consistent with her material breach of the provisions of Section 1 aboveAgreement; (v) Executive's theft, fraud, embezzlement, dishonesty or similar conduct which has resulted or is likely to result in material failure damage to materially comply with the Company’s policies and practicesCompany or any of its affiliates or subsidiaries; or (vi) an act Executive's habitual intoxication or continued abuse of moral turpitudeillegal drugs which materially interferes with Executive's ability to perform her assigned duties and responsibilities. If Executive is terminated for Cause pursuant to the Section 8 (a), theftshe shall be entitled to receive only her Base Salary and authorized benefits through the date of termination and she shall have no further rights to any compensation (including any Base Salary or Bonus) or any other benefits under the Agreement. All other benefits, fraud or dishonesty; if any, due to the Executive following Executive's termination of employment for Cause pursuant to the Section 8 (viia) commission shall be determined in accordance with the plans, policies and practices of any felony or misdemeanor (other than minor traffic violations or offenses of a comparable magnitude not involving dishonesty, fraud or breach of trust); (viii) material breach of any material term of a contractual agreement between Executive and the Company, including, without limitation, this Agreement and the Confidentiality Agreement (defined in Section 9 below); or (ix) a willful act that is (or reasonably would be expected to be) materially damaging or detrimental to the Company; provided, however, thatthat Executive shall not participate in any severance plan, in policy or program of the event of conduct described in clauses (iii), (iv), (v), (viii) and (ix) that is capable of being cured, Cause shall exist only if the Company provides written notice to Executive reasonably detailing such grounds giving rise to Cause and Executive fails to cure such grounds for Cause to the reasonable satisfaction of Employer within two (2) business days after delivery to Executive of such written notice, if reasonably curable within two (2) business days, or, if not, then within such time as is reasonable under the circumstances, which in no event shall exceed fifteen (15) calendar days. Executive’s date of termination in the event Executive’s employment is terminated for Cause shall be the date on which Executive is given notice of termination under this Section 6.3, except, if a notice period is required, Executive’s date of termination shall be upon the expiration of said notice period if Executive fails to previously cure the grounds giving rise to CauseCompany.

For Cause by the Company. The Board Employment Term and the Executive's employment hereunder may terminate Executive’s employment be terminated by the Company for "Cause, at any time, upon written notice describing the nature of such Cause. ." For purposes of this the Agreement, the term “"Cause” means Executive’s " shall mean (i) willful misconduct; the Executive's conviction of, or pleading nolo contendere to, a felony, (ii) willful the Executive's conviction of, or pleading nolo contendere to, any crime, whether a felony or misdemeanor, involving the purchase or sale of any security, mail or wire fraud, theft, embezzlement, moral turpitude or Company property, (iii) the Executive's gross neglect of his job duties; (iii) material failure to materially perform his job duties; duties hereunder or (iv) refusal to follow a lawful directive of the Board, or committee thereof, that is materially related to and consistent Executive's willful misconduct in connection with the provisions performance of Section 1 above; (v) material failure to materially comply with the Company’s policies and practices; (vi) an act of moral turpitude, theft, fraud his duties hereunder or dishonesty; (vii) commission of any felony or misdemeanor (other than minor traffic violations or offenses of a comparable magnitude not involving dishonesty, fraud or breach of trust); (viii) material breach by the Executive of any material term of a contractual agreement between Executive and the Company, including, without limitation, this Agreement and the Confidentiality Agreement (defined in Section 9 below); or (ix) a willful act that is (or reasonably would be expected to be) materially damaging or detrimental to the CompanyAgreement; provided, however, that, in however that the event of conduct described in clauses Executive shall not be deemed to have been terminated for Cause unless (iii), (iv), (v), (viiii) reasonable notice has been delivered to him setting forth the reasons for the Company's intention to terminate him for Cause and (ixii) that is capable a period of being cured, Cause shall exist only if the Company provides written notice to Executive reasonably detailing such grounds giving rise to Cause and Executive fails to cure such grounds for Cause to the reasonable satisfaction of Employer within two thirty (230) business days after has elapsed since delivery to Executive of such written notice, if reasonably curable within two (2) business days, or, if not, then within such time as is reasonable under . If the circumstances, which in no event shall exceed fifteen (15) calendar days. Executive’s date of termination in the event Executive’s employment Executive is terminated for Cause Cause, he shall be entitled to receive his Base Salary through the date on which Executive is given notice of termination. Upon termination under of the Executive's employment for Cause pursuant to this Section 6.39(a), exceptthe Executive shall have no further rights to any compensation (including any Incentive Compensation or Stay Pay Bonus) or any other benefits under the Agreement. All other benefits, if a notice period is requiredany, due the Executive following the Executive’s date 's termination of termination employment pursuant to this Section 9(a) shall be upon determined in accordance with the expiration plans, policies and practices of said notice period if Executive fails to previously cure the grounds giving rise to CauseCompany.

For Cause by the Company. The Board may terminate ExecutiveEmployee’s employment engagement hereunder for Cause, at any time, upon written notice describing reasonably detailing the nature of such grounds giving rise to Cause. For purposes of this Agreement, the term “Cause” means ExecutiveEmployee’s (i) willful material misconduct; (ii) willful or gross neglect of his job duties; (iii) material failure to materially perform his job dutiesthe Services; (iviii) willful refusal to follow a reasonable and lawful directive of the Board, or committee thereof, that is materially related to and consistent with the provisions of Section 1 above; (viv) material failure to materially comply with the CompanyCompany Group’s reasonable and lawful material written policies and practices, if any, applicable to Employee; (v) an act of theft, fraud or dishonesty of a material nature against any member of the Company Group that is material to the Company Group as a whole; (vi) an act conviction of moral turpitude, theft, fraud a felony; or dishonesty; (vii) commission of any felony or misdemeanor (other than minor traffic violations or offenses of a comparable magnitude not involving dishonesty, fraud or breach of trust); (viii) material breach of any material term of a contractual agreement between Executive and the Company, including, without limitation, this Agreement and the Confidentiality Agreement (defined in Section 9 below); or (ix) a willful act that is (or reasonably would be expected to be) materially damaging or detrimental to the CompanyAgreement; provided, however, that, in the event of conduct described in clauses (ii) (provided such conduct is not willful), (iii), (iv), (v), (viii) and (ixvii) that is capable of being cured, Cause shall exist only if the Company provides written notice to Executive Employee reasonably detailing such grounds giving rise to Cause and Executive Employee fails to cure such grounds for Cause to the reasonable satisfaction of Employer the Company within two (2) business days a reasonable period of time after delivery to Executive Employee of such written notice, if reasonably curable within two (2) business days, or, if not, then within such time as is reasonable under the circumstances, which in no event shall exceed fifteen (15) calendar days. Executive’s The date of termination of Employee’s engagement hereunder in the event Executive’s employment such engagement is terminated for Cause shall be the date on which Executive Employee is given notice of termination under this Section 6.3, except, if a notice period is required, ExecutiveEmployee’s date of termination engagement hereunder shall be terminate upon the expiration of said notice period if Executive Employee fails to previously cure the grounds giving rise to Cause. No termination of Employee for Cause shall be permitted unless the written notice of such termination occurs during the ninety (90) day period immediately following the date that the events or actions constituting Cause first become known to the Board.

For Cause by the Company. The Board may terminate Employment Term and the Executive’s employment hereunder may be terminated by the Company for “Cause, at any time, upon written notice describing the nature of such Cause. .” For purposes of this Agreement, the term “Cause” means Executive’s shall mean (i) willful misconduct; gross neglect of duties, (ii) willful material dishonesty, fraud, misappropriation or gross neglect of his job duties; intentional damage to the Company monetarily or otherwise, (iii) material failure engagement in conduct which is demonstrably and materially injurious to the Company, or that materially perform his job dutiesxxxxx the reputation or financial position of the Company, unless the conduct in question was undertaken in good faith on an informed basis with due care and with a rational business purpose and based upon the belief that such conduct was in the best interests of the Company; (iv) refusal to follow a lawful directive of the Boardindictment or conviction of, or committee thereofpleading guilty or no contest to, that is materially related to and consistent with the provisions of Section 1 above; a felony, (v) material failure conviction of or pleading guilty to materially comply with the Company’s policies and practices; a lesser crime or offense involving Company property, (vi) an act breach of moral turpitude, theft, fraud or dishonestyfiduciary duties to the Company which may reasonably be expected to have a material adverse effect on the Company; (vii) commission of obstructing or impeding, or failing to materially cooperate with, any felony investigation authorized by the Board or misdemeanor (other than minor traffic violations any governmental or offenses of a comparable magnitude not involving dishonesty, fraud or breach of trust)self-regulatory entity; (viii) material breach violation of any nondisclosure, nonsolicitation, non-hire, or noncompete agreement or policy applicable to Executive which violation may reasonably be expected to have a material term adverse effect on the Company or its reputation; (ix) violation of any policy of the Company that is generally applicable to all employees or officers of the Company including, but not limited to, policies concerning xxxxxxx xxxxxxx, workplace violence, discrimination, or sexual harassment, or the Company’s code of conduct, that Executive knows or reasonably should know could reasonably be expected to result in a contractual agreement between material adverse effect on the Company or its reputation; (x) gross misconduct or misconduct which is repeated after written notice in connection with the performance of his duties; or (xi) any other breach on the part of the Executive and which would make continued employment materially prejudicial to the Company, including, without limitation, this Agreement which is repeated after 10 days written notice and 10 day opportunity to cure all as determined in good faith by the Confidentiality Agreement (defined in Section 9 below); or (ix) a willful act that is (or reasonably would be expected to be) materially damaging or detrimental to Board of Directors of the Company; provided, however, that, in . The notice required by the event of conduct described in clauses (iiiprior sentence shall indicate the Company’s intention to terminate the Executive pursuant to this Section 6(a), (iv), (v), (viii) and (ix) that is capable of being cured, Cause shall exist only if . If the Company provides written notice to Executive reasonably detailing such grounds giving rise to Cause and Executive fails to cure such grounds for Cause to the reasonable satisfaction of Employer within two (2) business days after delivery to Executive of such written notice, if reasonably curable within two (2) business days, or, if not, then within such time as is reasonable under the circumstances, which in no event shall exceed fifteen (15) calendar days. Executive’s date of termination in the event Executive’s employment is terminated for Cause Cause, he shall be entitled to receive his Salary through the date on which Executive is given notice of termination under this Section 6.3, except, if a notice period is required, Executive’s date of termination shall be upon the expiration of said notice period if Executive fails to previously cure the grounds giving rise to Causetermination.

For Cause by the Company. The Board Company may terminate Executive’s employment for Cause, at any time, upon written notice describing the nature of such Cause. For purposes of this Agreement, the term “Cause” means Executive’s (i) willful misconduct; (ii) willful or gross neglect of his her job duties; (iii) material failure to materially perform his her job duties; (iv) refusal to follow a lawful directive of the Board, or committee thereof, that is materially related to and consistent with the provisions of Section 1 aboveinsubordination; (v) material failure to materially comply with the Company’s policies and practices; (vi) an act acts of moral turpitude, theft, fraud or dishonesty; (vii) commission of any felony or misdemeanor (other than minor traffic violations or offenses offences of a comparable magnitude not involving dishonesty, fraud or breach of trust); (viii) material breach of any material term of a contractual agreement between Executive her and the Company, including, without limitation, this Agreement and the Confidentiality Agreement (defined in Section 9 below)Agreement; or (ix) a willful act acts that is are (or reasonably would be expected to be) materially damaging or detrimental to the Company; provided, however, provided that, in the event of conduct described in clauses (iii), (iv), (v), (viii) and or (ix) that is capable of being cured), Cause shall only exist only if if, to the Company provides written notice to Executive reasonably detailing extent such grounds giving rise to basis for Cause and is curable, Executive fails to cure such grounds basis for Cause to the reasonable satisfaction of Employer within two (2) business days after delivery to Executive of such Employer’s written noticenotice thereof, if reasonably curable within two (2) business days, or, or if not, then within such time as is reasonable under the circumstances, which in no event shall exceed fifteen (15) 15 calendar days. Executive’s date of termination in the event Executive’s employment is terminated for Cause shall be the date on which Executive is given notice of termination under this Section 6.3, except, if a notice period is required, Executive’s date of termination shall be upon the expiration of said notice period if Executive fails to previously cure the grounds within such period her conduct giving rise to Cause.