Common use of For Cause by the Company Clause in Contracts

For Cause by the Company. The Company may terminate Employee’s employment immediately for Cause upon written notice to Employee provided that such notice must be delivered to Employee within thirty (30) days of the Company having knowledge of the condition occurring that constitutes Cause. For purposes of this Agreement, “Cause” for termination shall constitute the following: Employee’s (i) embezzlement, misappropriation, theft, fraud, or other material dishonesty; (ii) conviction of or plea of guilty 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 breach of a fiduciary duty; (iv) willful failure to comply with any valid and legal directive of the Company or any Group Company; (v) material violation of the Company's or any Group Company’s written policies or codes of conduct; (vi) material breach of any of Employee’s obligations under this Agreement; or (vii) gross negligence or willful misconduct in the performance of Employee’s duties. If the Company intends to terminate Employee for Cause pursuant to subsections (iii), (v), (vi) or (vii) above, and the Employee’s action or failure to act was not “willful” (i.e., it was not in bad faith or without Employee’s reasonable belief that his action or inaction was in the best interests of the Company or any Group Company), then, prior to terminating Employee for Cause, the Company shall provide written notice to Employee setting forth in reasonable detail the nature and condition giving rise to the Company’s decision to terminate Employee for Cause, and Employee shall have thirty (30) days following such notice to cure such condition.

For Cause by the Company. The Company hereunder, may terminate Employeethe Employment Term, and Executive’s employment immediately at any time for Cause "Cause" (as defined below) upon written notice to Employee provided that such notice must be delivered to Employee within thirty delivery of a 60-day "Notice of Termination" (30as defined in Section 0(c)) days of by the Company having knowledge to Executive, in which the cause or reason of the condition occurring that constitutes Causesuch termination is stated. For purposes of this Agreement, “"Cause” for termination " shall constitute mean, in each case, as reasonably determined by the followingBoard: Employee’s (i) embezzlementconviction of, misappropriationor 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 dishonesty towards the Company; (iii) Executive's willful and continued failure to perform substantially all of his 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) Executive's material, knowing and intentional failure to comply with applicable laws with respect to the execution of the Company's business operations or his material breach of this Agreement; (v) Executive's theft, fraud, embezzlement, dishonesty or other similar conduct which has resulted or is likely to result in material dishonesty; (ii) conviction of or plea of guilty or nolo contendere damage 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 breach of a fiduciary duty; (iv) willful failure to comply with any valid and legal directive of the Company or any Group Companyof its affiliates or subsidiaries; (v) material violation of the Company's or any Group Company’s written policies or codes of conduct; (vi) material breach Executive's habitual intoxication or continued abuse of any of Employee’s obligations under this Agreement; or (vii) gross negligence or willful misconduct in the performance of Employee’s dutiesillegal drugs which materially interferes with Executive's ability to perform his assigned duties and responsibilities. If the Company intends to terminate Employee Executive is terminated for Cause pursuant to subsections (iiithis Section 0(a), he shall be entitled to receive only his Base Salary and authorized benefits through the date of termination and he shall have no further rights to any compensation (v), (viincluding any Base Salary or Bonus) or (viiany other benefits under this Agreement. All other benefits, if any, due to the Executive following Executive's termination of employment for Cause pursuant to this Section 0(a) aboveshall be determined in accordance with the plans, policies and the Employee’s action or failure to act was not “willful” (i.e., it was not in bad faith or without Employee’s reasonable belief that his action or inaction was in the best interests practices of the Company Company; provided, however, that Executive shall not participate in any severance plan, policy or any Group Company), then, prior to terminating Employee for Cause, the Company shall provide written notice to Employee setting forth in reasonable detail the nature and condition giving rise to program of the Company’s decision to terminate Employee for Cause, and Employee shall have thirty (30) days following such notice to cure such condition.

For Cause by the Company. The Company hereunder, may terminate Employeethe Employment Term, and Executive’s employment immediately at any time for Cause "Cause" (as defined below) upon written notice to Employee provided that such notice must be delivered to Employee within thirty delivery of a 60-day "Notice of Termination" (30as defined in Section 8 (e)) days of by the Company having knowledge to Executive, in which the cause or reason of the condition occurring that constitutes Causesuch termination is stated. For purposes of this the Agreement, “"Cause” for termination " shall constitute mean, in each case, as reasonably determined by the followingBoard: Employee’s (i) embezzlementconviction of, misappropriationor 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 dishonesty towards the Company; (iii) Executive's willful and continued failure to perform substantially 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) Executive's material, knowing and intentional failure to comply with applicable laws with respect to the execution of the Company's business operations or her material breach of the Agreement; (v) Executive's theft, fraud, embezzlement, dishonesty or other similar conduct which has resulted or is likely to result in material dishonesty; (ii) conviction of or plea of guilty or nolo contendere damage 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 breach of a fiduciary duty; (iv) willful failure to comply with any valid and legal directive of the Company or any Group Companyof its affiliates or subsidiaries; (v) material violation of the Company's or any Group Company’s written policies or codes of conduct; (vi) material breach Executive's habitual intoxication or continued abuse of any of Employee’s obligations under this Agreement; or (vii) gross negligence or willful misconduct in the performance of Employee’s dutiesillegal drugs which materially interferes with Executive's ability to perform her assigned duties and responsibilities. If the Company intends to terminate Employee Executive is terminated for Cause pursuant to subsections the Section 8 (iiia), she 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 (v), (viincluding any Base Salary or Bonus) or any other benefits under the Agreement. All other benefits, if any, due to the Executive following Executive's termination of employment for Cause pursuant to the Section 8 (viia) aboveshall be determined in accordance with the plans, policies and the Employee’s action or failure to act was not “willful” (i.e., it was not in bad faith or without Employee’s reasonable belief that his action or inaction was in the best interests practices of the Company Company; provided, however, that Executive shall not participate in any severance plan, policy or any Group Company), then, prior to terminating Employee for Cause, the Company shall provide written notice to Employee setting forth in reasonable detail the nature and condition giving rise to program of the Company’s decision to terminate Employee for Cause, and Employee shall have thirty (30) days following such notice to cure such condition.

For Cause by the Company. The Company may terminate EmployeeEmployment Term, and Executive’s employment immediately hereunder, may be terminated at any time by the Company for Cause upon written notice to Employee provided that such notice must be delivered to Employee within thirty delivery of a “Notice of Termination” (30as defined in Section 8.6) days of by the Company having knowledge of the condition occurring that constitutes Causeto Executive. For purposes of this Agreement, “Cause” for termination shall constitute mean, whether occurring prior to, or on or after the following: Employee’s Effective Date, (i) embezzlementExecutive’s willful and continued failure to perform substantially his duties to the Company (other than any such failure resulting from Executive’s incapacity due to physical or mental illness) for a period of 10 days after a written demand for substantial performance is delivered to Executive by the Board, misappropriationwhich specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties, theft(ii) Executive’s willful malfeasance or willful misconduct that results or could reasonably be expected to result in substantial damage to the Company, fraud(iii) Executive’s willful and material violation of a material provision of the Company handbooks and policies (“Company Policies”), as the same may be in effect from time to time, or other material dishonesty; policies regarding behavior of employees, (iiiv) conviction of, or entry of or a plea of guilty or nolo contendere to a crime that constitutes no contest by Executive with respect to, a felony or any lesser crime of which fraud or dishonesty is a crime involving moral turpitude; provided that felonies material element, 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”; (iiiv) any material breach of a fiduciary duty; (iv) this Agreement and/or willful failure by Executive to comply with any valid and legal directive a material provision of the Company or any Group Company; (v) material violation of the Company's or any Group Company’s written policies or codes of conduct; (vi) material breach of any of Employee’s obligations under this Agreement; or (vii) gross negligence or willful misconduct in the performance . For purposes of Employee’s duties. If the Company intends to terminate Employee for Cause pursuant to subsections (iii)this provision, (v), (vi) or (vii) above, and the Employee’s action no act or failure to act was not on the part of Executive, shall be considered “willful” (i.e., unless it was not is done or omitted to be done by Executive in bad faith or without Employee’s reasonable belief that his Executive’s action or inaction omission was in the best interests of the Company Company. Any act or any Group Company), then, prior failure to terminating Employee act based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Board or based upon the advice of counsel for Cause, the Company shall provide written be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. The cessation of employment of Executive shall not be deemed to be for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of a simple majority of the members of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Employee setting forth Executive and Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in reasonable detail the nature good faith opinion of the Board, Executive is guilty of the conduct described in clauses (i), (ii), (iii), or (iv), above, and condition giving rise specifying the particulars thereof in detail; provided that no such resolution shall be required for any termination for Cause due to the Companyconduct described in clause (v) above. If Executive is terminated for Cause pursuant to this Section 8.1, he shall be entitled to receive only his Base Salary through the date of termination and reimbursement for any unreimbursed business expenses properly incurred by Executive through the date of Executive’s decision to terminate Employee for Causetermination, and Employee he shall have thirty no further rights to any compensation (30including any Base Salary, Signing Bonus, Transition Bonus, Annual Bonus -- including any Annual Bonus that has been declared but not yet paid, payments from the Company pursuant to any long-term or equity-based compensation awards) days or any other benefits under this Agreement. All other benefits, if any, due Executive following such notice Executive’s termination of employment for Cause pursuant to cure such conditionthis Section 8.1 shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive shall not participate in any severance plan, policy, or program of the Company.

For Cause by the Company. The Company hereunder, may terminate the Term, and the Employee’s employment immediately at any time for Cause “Cause” (as defined below) upon written notice to Employee provided that such notice must be delivered to Employee within thirty delivery of a “Notice of Termination” (30as defined in Section 5.4) days of by the Company having knowledge to Employee, in which the cause or reason of the condition occurring that constitutes Causesuch termination is stated. For purposes of this Agreement, “Cause” for termination shall constitute means, in each case, as reasonably determined by the followingBoard: Employee’s (i) embezzlementconviction of, misappropriationor entry of a pleading of guilty or no contest by, Employee with respect to a felony or any lesser crime of which fraud or dishonesty is a material element; (ii) Employee's willful dishonesty towards the Company; (iii) Employee's willful and continued failure to perform substantially all of his 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 Employee neglects to cure such a failure to the reasonable satisfaction of the Board within fifteen (15) days following receipt of such written demand; (iv) Employee's material, knowing and intentional failure to comply with applicable laws with respect to the execution of the Company's business operations or his material breach of this Agreement; (v) Employee's theft, fraud, embezzlement, dishonesty or other similar conduct which has resulted or is likely to result in material dishonesty; (ii) conviction of or plea of guilty or nolo contendere damage 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 breach of a fiduciary duty; (iv) willful failure to comply with any valid and legal directive of the Company or any Group Companysubsidiaries and Affiliate; (v) material violation of the Company's or any Group Company’s written policies or codes of conduct; (vi) material breach Employee's habitual intoxication or continued abuse of any of illegal drugs which materially interferes with Employee’s obligations under this Agreement; or (vii) gross negligence or willful misconduct in the performance of Employee’s duties's ability to perform his assigned duties and responsibilities. Employment Agreement If the Company intends to terminate Employee is terminated for Cause pursuant to subsections this Section 5.1, he shall be entitled to receive only his Salary and authorized benefits through the date of termination and he shall have no further rights to any compensation (iii), (v), (viincluding any Salary or discretionary bonus) or (vii) aboveany other benefits under this Agreement. All other benefits, and the if any, due to Employee following Employee’s action or failure termination of employment for Cause pursuant to act was not “willful” (i.e.this Section 5.1 shall be determined in accordance with the plans, it was not in bad faith or without Employee’s reasonable belief that his action or inaction was in the best interests policies and practices of the Company Company; provided, however, that Employee shall not participate in any severance plan, policy or any Group Company), then, prior to terminating Employee for Cause, the Company shall provide written notice to Employee setting forth in reasonable detail the nature and condition giving rise to program of the Company’s decision to terminate Employee for Cause, and Employee shall have thirty (30) days following such notice to cure such condition.

For Cause by the Company. The Company may terminate EmployeeEmployment Term, and Acting Chief Financial Officer’s employment immediately for Cause upon written notice to Employee provided that such notice must hereunder, may be delivered to Employee within thirty (30) days of terminated at any time by the Company having knowledge for “Cause” (as defined below) upon delivery of a “Notice of Termination” (as defined in Section 8(e)) by the condition occurring that constitutes CauseCompany to Acting Chief Financial Officer. For purposes of this Agreement, “Cause” for termination shall constitute mean, in each case, as reasonably determined by the followingBoard: Employee’s (i) embezzlementconviction of, misappropriationor entry of a pleading of guilty or no contest by, Acting Chief Financial Officer with respect to a felony or any lesser crime of which fraud or dishonesty is a material element; (ii) Acting Chief Financial Officer’s willful dishonesty towards the Company; (iii) Acting Chief Financial Officer’s willful and continued failure to perform substantially all of his 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 Acting Chief Financial Officer neglects to cure such a failure to the reasonable satisfaction of the Board within fifteen (15) days following receipt of such written demand; (iv) Acting Chief Financial Officer’s material, knowing and intentional failure to comply with applicable laws with respect to the execution of the Company’s business operations or his material breach of this Agreement; (v) Acting Chief Financial Officer’s theft, fraud, embezzlement, dishonesty or other similar conduct which has resulted or is likely to result in material dishonesty; (ii) conviction of or plea of guilty or nolo contendere damage 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 breach of a fiduciary duty; (iv) willful failure to comply with any valid and legal directive of the Company or any Group Companyof its affiliates or subsidiaries; (v) material violation of the Company's or any Group Company’s written policies or codes of conduct; (vi) material breach Acting Chief Financial Officer’s habitual intoxication or continued abuse of any of Employeeillegal drugs which materially interferes with Acting Chief Financial Officer’s obligations under this Agreement; or (vii) gross negligence or willful misconduct in the performance of Employee’s dutiesability to perform his assigned duties and responsibilities. If the Company intends to terminate Employee Acting Chief Financial Officer is terminated for Cause pursuant to subsections (iiithis Section 8(a), he shall be entitled to receive only his Base Salary and authorized benefits through the date of termination and he shall have no further rights to any compensation (v), (viincluding any Base Salary or Bonus) or (viiany other benefits under this Agreement. All other benefits, if any, due to the Acting Chief Financial Officer following Acting Chief Financial Officer’s termination of employment for Cause pursuant to this Section 8(a) aboveshall be determined in accordance with the plans, policies and the Employee’s action or failure to act was not “willful” (i.e., it was not in bad faith or without Employee’s reasonable belief that his action or inaction was in the best interests practices of the Company Company; provided, however, that Acting Chief Financial Officer shall not participate in any severance plan, policy or any Group Company), then, prior to terminating Employee for Cause, the Company shall provide written notice to Employee setting forth in reasonable detail the nature and condition giving rise to program of the Company’s decision to terminate Employee for Cause, and Employee shall have thirty (30) days following such notice to cure such condition.

For Cause by the Company. The Company may terminate EmployeeNotwithstanding any other provision of this Agreement, Executive’s employment immediately for Cause upon written notice to Employee provided that such notice must hereunder may be delivered to Employee within thirty (30) days of terminated by the Company having knowledge of the condition occurring that constitutes at any time for Cause. For purposes of this Agreement, “Cause” for termination shall constitute the followingmean: Employee’s (i) embezzlementExecutive’s arbitrary, misappropriation, theft, fraudunreasonable, or willful failure to follow the reasonable instructions of the Chief Executive Officer or otherwise perform Executive’s duties hereunder (other material dishonestythan as a result of a Disability (as defined in Section 5.3)) for thirty (30) days after a written demand for performance is delivered to Executive on behalf of the Company which demand specifically identifies the manner in which the Company alleges that Executive has not substantially followed such instructions or otherwise performed Executive’s duties; (ii) Executive’s willful misconduct that is materially injurious to the Company (whether from a monetary perspective or otherwise); (iii) Executive’s willful commission of an act constituting fraud with respect to the Company; (iv) conviction of or plea of guilty or nolo contendere to a crime that constitutes Executive for 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”or any state thereof; or (iiiv) Executive’s material breach of a fiduciary duty; (iv) willful failure to comply with any valid and legal directive of the Company or any Group Company; (v) material violation of the Company's or any Group Company’s written policies or codes of conduct; (vi) material breach of any of EmployeeExecutive’s obligations under this Agreement; Section 6 hereof or under the Employee Non-Disclosure and Inventions Agreement in a form substantially similar to the form attached hereto as Exhibit D, to be executed by Executive as of the Execution Date (vii) gross negligence or willful misconduct in the performance of Employee’s duties“NDA”). If Executive’s employment is terminated by the Company intends to terminate Employee for Cause pursuant to subsections (iii), (v), (vi) or (vii) above, and the Employee’s action or failure to act was not “willful” (i.e., it was not in bad faith or without Employee’s reasonable belief that his action or inaction was in the best interests of the Company or any Group Company), then, prior to terminating Employee for Cause, the Company shall provide written notice pay Executive all amounts owed to Employee setting forth in reasonable detail the nature and condition giving rise Executive for work performed prior to the CompanyTermination Date, plus the cash value of any accrued but unused PTO, as of the Termination Date. The payment to Executive of any other benefits following the termination of Executive’s decision employment pursuant to terminate Employee for Cause, this Section 5.2 shall be determined by the Board in its sole discretion in accordance with the policies and Employee shall have thirty (30) days following such notice to cure such conditionpractices of the Company and applicable laws.

For Cause by the Company. The Company may terminate EmployeeExecutive’s employment immediately for Cause Cause, at any time, upon written notice to Employee provided that reasonably describing the nature of such notice must be delivered to Employee within thirty (30) days of the Company having knowledge of the condition occurring that constitutes Cause. For purposes of this Agreement, the term “Cause” for termination shall constitute the following: Employee’s means (i) embezzlement, misappropriation, theft, fraud, the willful and continual failure by Executive to perform the duties or other material dishonestyobligations of his employment with the Company or to carry out the reasonable and lawful directives of the Board (which directives are consistent with Executive’s position as CEO); provided such failure remains uncured for a period of thirty (30) days after written notice describing the same is given to Executive; (ii) conviction of or plea of guilty or nolo contendere to a Executive’s indictment for any crime that which constitutes a felony or a indictment for any crime involving moral turpitude; provided that felonies and similar charges that are related to fraud, intentional or reckless dishonesty, misappropriation or embezzlement (other than any such crime involving the illegality Company or any 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”its affiliates); (iii) material breach any act of a fiduciary dutyfraud, dishonesty, misappropriation or embezzlement involving the Company or any of its affiliates; (iv) willful failure use of alcohol or illegal drugs such as to comply interfere with the performance of Executive’s obligations hereunder or a violation of the Company’s policy against sexual or other prohibited harassment, discrimination or retaliation; (v) the indictment of Executive for any valid crime involving an act of moral turpitude; (vi) any breach by Executive of the provisions of his Confidentiality Agreement (as defined in Section 9 below) or a material breach of this Agreement or any other written agreement between the Company and legal directive Executive that remains uncured for a period of thirty (30) days after written notice describing the same is given to Executive; or (vii) any attempt by the Executive to improperly secure any personal profit in connection with the business of the Company or any Group Company; (v) material violation of its affiliates. Executive’s date of termination in the Company's or any Group Companyevent Executive’s written policies or codes employment is terminated for Cause shall be the date on which Executive is given notice of conduct; (vi) material breach of any of Employee’s obligations termination under this Agreement; or (vii) gross negligence or willful misconduct in Section 6.3, except, if a notice period is required, Executive’s date of termination shall be upon the performance expiration of Employeesaid notice period if Executive fails to previously cure the grounds giving rise to Cause. If, subsequent to termination of Executive’s duties. If the Company intends to terminate Employee employment for Cause pursuant to subsections (iii), (v), (vi) or (vii) above, and the Employee’s action or failure to act was not “willful” (i.e., it was not in bad faith or without Employee’s reasonable belief that his action or inaction was in the best interests of the Company or any Group Company), then, prior to terminating Employee a reason other than for Cause, the Company shall provide written notice to Employee setting forth in reasonable detail learns that, during the nature and condition giving rise to the Company’s decision Employment Period, Cause existed to terminate Employee Executive’s employment on a ground that would not have required notice and an opportunity to cure, the Company may retroactively designate Employee’s termination of employment to be for Cause, and Employee shall have thirty (30) days following such notice to cure such conditionCause under this Section 6.3.

For Cause by the Company. The Company hereunder, may terminate Employeethe Employment Term, and Executive’s employment immediately at any time for Cause "Cause" (as defined below) upon written notice to Employee provided that such notice must be delivered to Employee within thirty delivery of a 30-day "Notice of Termination" (30as defined in Section 90) days of by the Company having knowledge to Executive, in which the cause or reason of the condition occurring that constitutes Causesuch termination is stated. For purposes of this Agreement, “"Cause” for termination " shall constitute mean, in each case, as reasonably determined by the followingBoard: Employee’s (i) embezzlementconviction of, misappropriationor 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 dishonesty towards the Company; (iii) Executive's willful and continued failure to perform substantially all of his 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) Executive's material, knowing and intentional failure to comply with applicable laws with respect to the execution of the Company's business operations or his material breach of this Agreement; (v) Executive's theft, fraud, embezzlement, dishonesty or other similar conduct which has resulted or is likely to result in material dishonesty; (ii) conviction of or plea of guilty or nolo contendere damage 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 breach of a fiduciary duty; (iv) willful failure to comply with any valid and legal directive of the Company or any Group Companyof its affiliates or subsidiaries; (v) material violation of the Company's or any Group Company’s written policies or codes of conduct; (vi) material breach Executive's habitual intoxication or continued abuse of any of Employee’s obligations under this Agreement; or (vii) gross negligence or willful misconduct in the performance of Employee’s dutiesillegal drugs which materially interferes with Executive's ability to perform his assigned duties and responsibilities. If the Company intends to terminate Employee Executive is terminated for Cause pursuant to subsections this Section 90 he shall be entitled to receive only his Base Salary, vested stock award and authorized benefits through the date of termination and he shall have no further rights to any compensation (iii), (v), (viincluding any Base Salary or Bonus) or (vii) aboveany other benefits under this Agreement. All other benefits, if any, due to the Executive following Executive's termination of employment for Cause pursuant to this Section 90 shall be determined in accordance with the plans, policies and the Employee’s action or failure to act was not “willful” (i.e., it was not in bad faith or without Employee’s reasonable belief that his action or inaction was in the best interests practices of the Company Company; provided, however, that Executive shall not participate in any severance plan, policy or any Group Company), then, prior to terminating Employee for Cause, the Company shall provide written notice to Employee setting forth in reasonable detail the nature and condition giving rise to program of the Company’s decision to terminate Employee for Cause, and Employee shall have thirty (30) days following such notice to cure such condition.

For Cause by the Company. The Company may terminate Employeeprovisions of this Section (a) shall apply in the event that Executive’s employment immediately for Cause upon written notice to Employee provided that such notice must be delivered to Employee within thirty (30) days of hereunder is terminated by the Company having knowledge of the condition occurring that constitutes for Cause. For purposes of this Agreement, “Cause” for termination shall constitute the following: Employee’s mean (i) embezzlementExecutive’s willful and continued failure substantially to perform his duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness), misappropriation, theft, fraud, or other material dishonesty; (ii) conviction the willful commission by Executive of acts that are dishonest and demonstrably injurious to the Company, (iii) an act or plea of guilty or nolo contendere to a crime that constitutes acts on Executive’s part constituting 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 breach of a fiduciary duty; or any State thereof or (iv) willful the suspension or removal from office of Executive by any State or Federal bank regulatory agency or official; provided, however, that in the event of a failure by Executive to perform his duties hereunder as described in subsection (i) above, the Board shall give Executive written notice of the occurrence of (and the facts surrounding) such failure to comply perform, and such failure to perform shall not give rise to Cause if it is fully corrected (to the satisfaction of the Board as expressed in writing) within 30 days following receipt by Executive of the notice setting out the facts surrounding such failure to perform. If Executive is terminated for Cause, he shall be entitled to receive his Base Salary through the date of termination but shall not be entitled to receive any payment with respect to any valid bonus amount under the Company’s Annual Incentive Plan or the Long Term Incentive Plan or any other long-term incentive plan in which he participates in respect of the calendar year or any performance period, as the case may be, which has not ended or closed prior to such termination. All other benefits due Executive following Executive’s termination of employment pursuant to this Section 7(a) shall be determined in accordance with the plans, policies and legal directive practices of the Company or any Group Company; at the time of such termination. Any Notice of Termination (vas defined in subsection (g) material violation of this Section 7), communicating the termination of Executive’s employment pursuant to this Section 7(a) shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Company's or any Group Companyentire membership of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and reasonable opportunity for Executive, together with Executive’s written policies or codes of conduct; (vi) material breach of any of Employee’s obligations under this Agreement; or (vii) gross negligence or willful misconduct counsel, to be heard before the Board prior to such vote), finding that in the performance of Employee’s duties. If the Company intends to terminate Employee for Cause pursuant to subsections (iii), (v), (vi) or (vii) above, and the Employee’s action or failure to act was not “willful” (i.e., it was not in bad good faith or without Employee’s reasonable belief that his action or inaction was in the best interests opinion of the Company or Board that any Group Company), then, prior to terminating Employee event constituting Cause for Cause, termination in accordance with this Section 7(a) has occurred and specifying the Company shall provide written notice to Employee setting forth particulars thereof in reasonable detail the nature and condition giving rise to the Company’s decision to terminate Employee for Cause, and Employee shall have thirty (30) days following such notice to cure such conditiondetail.

For Cause by the Company. The Company hereunder, may terminate Employeethe Employment Term, and Executive’s employment immediately at any time for Cause "Cause" (as defined below) upon written notice to Employee provided that such notice must be delivered to Employee within thirty delivery of a 30-day "Notice of Termination" (30as defined in Section 8(e)) days of by the Company having knowledge to Executive, in which the cause or reason of the condition occurring that constitutes Causesuch termination is stated. For purposes of this Agreement, “"Cause” for termination " shall constitute mean, in each case, as reasonably determined by the followingBoard: Employee’s (i) embezzlementconviction of, misappropriationor 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 dishonesty towards the Company; (iii) Executive's willful and continued failure to perform substantially all of his 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) Executive's material, knowing and intentional failure to comply with applicable laws with respect to the execution of the Company's business operations or his material breach of this Agreement; (v) Executive's theft, fraud, embezzlement, dishonesty or other similar conduct which has resulted or is likely to result in material dishonesty; (ii) conviction of or plea of guilty or nolo contendere damage 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 breach of a fiduciary duty; (iv) willful failure to comply with any valid and legal directive of the Company or any Group Companyof its affiliates or subsidiaries; (v) material violation of the Company's or any Group Company’s written policies or codes of conduct; (vi) material breach Executive's habitual intoxication or continued abuse of any of Employee’s obligations under this Agreement; or (vii) gross negligence or willful misconduct in the performance of Employee’s dutiesillegal drugs which materially interferes with Executive's ability to perform his assigned duties and responsibilities. If the Company intends to terminate Employee Executive is terminated for Cause pursuant to subsections (iiithis Section 8(a), he shall be entitled to receive only his Base Salary and authorized benefits through the date of termination and he shall have no further rights to any compensation (v), (viincluding any Base Salary or Bonus) or (viiany other benefits under this Agreement. All other benefits, if any, due to the Executive following Executive's termination of employment for Cause pursuant to this Section 8(a) aboveshall be determined in accordance with the plans, policies and the Employee’s action or failure to act was not “willful” (i.e., it was not in bad faith or without Employee’s reasonable belief that his action or inaction was in the best interests practices of the Company Company; provided, however, that Executive shall not participate in any severance plan, policy or any Group Company), then, prior to terminating Employee for Cause, the Company shall provide written notice to Employee setting forth in reasonable detail the nature and condition giving rise to program of the Company’s decision to terminate Employee for Cause, and Employee shall have thirty (30) days following such notice to cure such condition.

For Cause by the Company. The Company may terminate EmployeeNotwithstanding any other provision of this Agreement, Executive’s employment immediately for Cause upon written notice to Employee provided that such notice must hereunder may be delivered to Employee within thirty (30) days of terminated by the Company having knowledge of the condition occurring that constitutes at any time for Cause. For purposes of this Agreement, “Cause” for termination shall constitute the followingmean: Employee’s (i) embezzlementExecutive’s arbitrary, misappropriation, theft, fraudunreasonable, or willful failure to follow the reasonable instructions of the Board or otherwise perform Executive’s duties hereunder (other material dishonestythan as a result of a Disability (as defined in Section 5.5)) for five (5) days after a written demand for performance is delivered to Executive on behalf of the Company which demand specifically identifies the manner in which the Company alleges that Executive has not substantially followed such instructions or otherwise performed Executive’s duties; (ii) conviction of or plea of guilty 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 breach of a fiduciary duty; (iv) willful failure to comply with any valid and legal directive of the Company or any Group Company; (v) material violation of the Company's or any Group CompanyExecutive’s written policies or codes of conduct; (vi) material breach of any of Employee’s obligations under this Agreement; or (vii) gross negligence or willful misconduct in the performance of EmployeeExecutive’s duties. If the Company intends to terminate Employee for Cause pursuant to subsections duties under this Agreement; (iii) other behavior that is materially injurious to any Rand Entity or Avatech Entity, as the case may be (whether from a monetary perspective or otherwise), including without limitation, substance abuse; (iv) Executive’s willful commission of an act constituting fraud, embezzlement, breach of any fiduciary duty owed to any Rand Entity or Avatech Entity, as the case may be, or its stockholders or other material dishonesty with respect to any Rand Entity or Avatech Entity, as the case may be; (v)) Executive’s conviction of, or the filing of a plea of nolo contendere or its equivalent with respect to, a felony or any other crime involving dishonesty or moral turpitude; or (vi) Executive’s material breach of Executive’s obligations under this Agreement or (vii) above, and under the EmployeeNDA. If Executive’s action or failure to act was not “willful” (i.e., it was not in bad faith or without Employee’s reasonable belief that his action or inaction was in the best interests of employment is terminated by the Company or any Group Company), then, prior to terminating Employee for Cause, the Company shall provide written notice pay Executive all amounts owed to Employee setting forth in reasonable detail the nature and condition giving rise Executive for work performed prior to the CompanyTermination Date, plus the cash value of any accrued but unused PTO, as of the Termination Date. The payment to Executive of any other benefits following the termination of Executive’s decision employment pursuant to terminate Employee for Cause, this Section 5.4 shall be determined by the Board in its sole discretion in accordance with the policies and Employee shall have thirty (30) days following such notice to cure such conditionpractices of the Company and applicable laws.