Common use of For Cause Clause in Contracts

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; (2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; (3) improper disclosure of the Company’s confidential or proprietary information; (4) any action by the Executive which has a detrimental effect on the Company’s reputation or business; (5) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; (7) a course of conduct amounting to gross incompetence; (8) chronic and unexcused absenteeism; (9) unlawful appropriation of a corporate opportunity; or (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof.

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

For Cause. Notwithstanding anything herein to the contrary, the The Company may terminate the Executive’s employment hereunder for cause for Cause. For this purpose, “Cause” means the occurrence of any one of the following reasons: (1i) conviction the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a felonyDisability as defined in Section 6(b)), any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; (2ii) commission of any act of the Executive’s theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any employment or Company records; (3) improper disclosure documents of the Company, (iii) the Executive’s confidential or proprietary information; (4) any action material failure to abide by the Executive which has a detrimental effect on the Company’s reputation or business; (5applicable code(s) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; (7) a course of conduct amounting to gross incompetence; or other policies (8) chronic and unexcused absenteeism; (9) unlawful appropriation of a corporate opportunity; or (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property policies relating to confidentiality and reasonable workplace conduct) of the Company, securing (iv) knowing or attempting to secure personally any profit in connection with any transaction entered into on behalf intentional misconduct by the Executive as a result of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of required to prepare an accounting restatement, (v) the Executive’s employment unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company), (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise, (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement, or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for causeCause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; (3) where practicable, the Company shall be under no further obligation notice is given within sixty (60) days of the Company’s learning of such act or acts or failure or failures to Executiveact; and (4) only in the case of clause (i), except (iii), (v), (vi) or (vii) of the second sentence of this Section 6(c), the Executive fails to pay all accrued but unpaid base salary and accrued vacation substantially cure such breach, to the extent such cure is possible, within sixty (60) days after the date of termination thereofthat such written notice is given to the Executive.

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

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

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

For Cause. Notwithstanding anything herein to the contrary, the The Company may terminate Executive’s employment hereunder this Agreement immediately for cause for any one “Cause.” For purposes of the following reasonsthis Agreement, “Cause” shall be defined as: (1) conviction Executive’s commission of a felonyfraud, any act involving moral turpitudemisrepresentation, theft or a misdemeanor where imprisonment is imposedembezzlement of Company assets; (2) commission Executive’s violations of any act law or of theft, fraud, dishonesty, or falsification Company policies material to the performance of any employment or Company recordsExecutive’s duties; (3) improper disclosure Executive’s repeated insubordination or failure to comply with any valid and legal directive of the Company’s confidential or proprietary informationhis/her supervisor; (4) any action by Executive’s engagement in dishonesty, illegal conduct, or misconduct, which is, in each case, injurious to the Executive which has a detrimental effect on the Company’s reputation Company or businessits affiliates; (5) Executive’s failure conviction of, or inability plea of guilty or nolo contendere to a crime that constitutes either a felony or a misdemeanor involving embezzlement, misappropriation, moral turpitude or fraud, if such crime materially impairs the Executive's ability to perform any reasonable assigned duties after written notice from services for the Company of, and a reasonable opportunity or results in harm to cure, such failure the Company or inabilityits affiliates; (6) any Executive’s material breach of the provisions of this Agreement, which breach is not cured within ten including specifically, without limitation, the restrictive covenant obligations described in this Agreement or (107) days following the repeated failure to perform Executive’s duties as required by Section 2 after written notice of such breachfailure from Company (other than any such failure resulting from incapacity due to physical or mental illness); (7) a course provided, however, in the event of conduct amounting any proposed termination for Cause related to gross incompetence; (8) chronic and unexcused absenteeism; (9) unlawful appropriation Executive’s poor performance, Executive’s termination shall be effective upon the expiration of a corporate opportunity; or thirty (1030) misconduct in connection with day cure period following written notice by the performance Company and a lack of any of Executive’s duties, including, without limitation, misappropriation of funds or property adequate corrective action having been undertaken by Executive to the reasonable satisfaction of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Companyits sole discretion, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereofduring such thirty (30) day cure period.

For Cause. Notwithstanding anything herein to the contrary, the The Company may terminate Executive’s employment hereunder for cause For Cause immediately upon written notice for any one of the following reasons: (1i) conviction of a felony, any act involving moral turpitudeExecutive’s (x) commission of, or being indicted for, a felony under U.S. or applicable state law, or (y) commission of a misdemeanor where imprisonment is imposed; may be imposed other than for a traffic-related offense, (2ii) any act of material misconduct or gross negligence by Executive in the performance of Executive’s Duties and Responsibilities or any act of moral turpitude by Executive, (iii) Executive’s commission of any act of theft, fraud, fraud or material dishonesty, or falsification of any employment or Company records; (3) improper disclosure of the Company’s confidential or proprietary information; (4) any action by the Executive which has a detrimental effect on the Company’s reputation or business; (5iv) Executive’s willful failure or inability to perform any reasonable duties assigned duties to him by the Chief Executive Officer of the Company or Executive’s refusal or failure to follow the lawful directives of the Company after written notice from the Company of, and a reasonable opportunity 30 calendar days to cure, such failure refusal or inability; failure, (6v) any material breach by Executive of this Agreement, which breach Agreement or any other written agreement executed by Executive with the Company or any of its affiliates that is not cured within ten (10) calendar days following written notice of such breach; , and (7vi) a course of conduct amounting to gross incompetence; (8) chronic and unexcused absenteeism; (9) Executive’s unlawful appropriation of a material corporate opportunity; or opportunity (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject“For Cause”). Upon termination of Executive’s employment with the Company for causeFor Cause, the Company shall be under no further obligation to Executive, except to pay or provide (A) all accrued but unpaid base salary and accrued vacation to Base Salary through the date of termination thereofwithin 30 days following such termination, less all applicable deductions, and (B) any benefits and payments pursuant to the terms of any Benefit Plan, including any rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (the payments and benefits described in subsections (A) and (B) herein shall be referred herein as the “Accrued Benefits”).

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; (, 2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; (, 3) improper disclosure of the Company’s confidential or proprietary information; (, 4) any action by the Executive which has a detrimental effect on the Company’s reputation or business; (, 5) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (, 6) any breach of this Agreement, which breach is not cured within ten (10) 20 days following written notice of such breach; (, 7) a course of conduct amounting to gross incompetence; (, 8) chronic and unexcused absenteeism; (, 9) unlawful appropriation of a corporate opportunity; , or (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof.

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s employment hereunder this Agreement immediately for cause for any one “Cause.” For purposes of the following reasonsthis Agreement, “Cause” shall be defined as: (1) conviction Executive’s commission of a felonyfraud, any act involving moral turpitudemisrepresentation, theft or a misdemeanor where imprisonment is imposedembezzlement of Company assets; (2) commission Executive’s violations of any act law or of theft, fraud, dishonesty, or falsification Company policies material to the performance of any employment or Company recordsExecutive’s duties; (3) improper disclosure Executive’s repeated insubordination or failure to comply with any valid and legal directive of the CompanyExecutive’s confidential or proprietary informationsupervisor; (4) any action by the Executive Executive’s engagement in dishonesty, illegal conduct, or misconduct, which has a detrimental effect on the Company’s reputation is, in each case, injurious to Company or businessits affiliates; (5) Executive’s failure conviction of, or inability plea of guilty or nolo contendere to a crime that constitutes either a felony or a misdemeanor involving embezzlement, misappropriation, moral turpitude or fraud, if such crime materially impairs Executive’s ability to perform any reasonable assigned duties after written notice from the services for Company of, and a reasonable opportunity or results in harm to cure, such failure Company or inabilityits affiliates; (6) any Executive’s material breach of the provisions of this Agreement, which breach is not cured within ten including specifically, without limitation, the restrictive covenant obligations described in this Agreement; or, (107) days following the repeated failure to perform Executive’s duties as required by Section 2 after written notice of such breachfailure from Company (other than any such failure resulting from incapacity due to physical or mental illness); (7) a course provided, however, in the event of conduct amounting any proposed termination for Cause related to gross incompetence; (8) chronic and unexcused absenteeism; (9) unlawful appropriation Executive’s poor performance, Executive’s termination shall be effective upon the expiration of a corporate opportunity; or thirty (1030) misconduct in connection with day cure period following written notice by Company and a lack of adequate corrective action having been undertaken by Executive to the performance reasonable satisfaction of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Companyits sole discretion, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereofduring such thirty (30) day cure period.

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate ExecutiveEmployee’s employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; (, 2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; (, 3) improper disclosure of the Company’s confidential or proprietary information; (, 4) any action by the Executive Employee which has a detrimental effect on the Company’s reputation or business; (, 5) Executive’s Employee ‘s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (, 6) any breach of this Agreement, which breach is not cured within ten (10) Sixty days following written notice of such breach; (, 7) a course of conduct amounting to gross incompetence; (, 8) chronic and unexcused absenteeism; (, 9) unlawful appropriation of a corporate opportunity; , or (10) misconduct in connection with the performance of any of ExecutiveEmployee’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s Employee ‘s employment with the Company for cause, the Company shall be under no further obligation to ExecutiveEmployee, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof.

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; (, 2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; (, 3) improper disclosure of the Company’s confidential or proprietary information; (, 4) any action by the Executive which has a detrimental effect on the Company’s reputation or business; (, 5) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (, 6) any breach of this Agreement, which breach is not cured within ten thirty (1030) days following written notice of such breach; (, 7) a course of conduct amounting to gross incompetence; (, 8) chronic and unexcused absenteeism; (, 9) unlawful appropriation of a corporate opportunity; , or (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof.

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

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

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s 's employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; (, 2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; (, 3) improper disclosure of the Company’s 's confidential or proprietary information; (, 4) any action by the Executive which has a detrimental effect on the Company’s 's reputation or business; (, 5) Executive’s 's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (, 6) any breach of this Agreement, which breach is not cured within ten ([10) ] days following written notice of such breach; (, 7) a course of conduct amounting to gross incompetence; (, 8) chronic and unexcused absenteeism; (, 9) unlawful appropriation of a corporate opportunity; , or (10) misconduct in connection with the performance of any of Executive’s 's duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s 's employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof.

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s 's employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act crime involving moral turpitude, or a misdemeanor where imprisonment is imposed; (, 2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; (, 3) improper disclosure of the Company’s 's confidential or proprietary information; (, 4) any action by the Executive which has a material detrimental effect on the Company’s 's reputation or business; (, 5) Executive’s 's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (, 6) any breach of this Agreement, which breach is not cured within ten (10) thirty days following written notice of such breach; (, or repeated breaches of a similar nature even if cured after notice, 7) a course of conduct amounting to gross incompetence; (, 8) chronic and unexcused absenteeism; (, 9) unlawful appropriation of a corporate opportunity; , or (10) material misconduct in connection with the performance of any of Executive’s 's duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s 's employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary salary, accrued bonuses, and accrued vacation vacation, to the date of termination thereof, and provide such benefits as Executive is entitled to as a matter of law.

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s Senior Manager's employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; , (2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; , (3) improper disclosure of the Company’s 's confidential or proprietary information; , (4) any action by the Executive Senior Manager which has a detrimental effect on the Company’s 's reputation or business; , (5) Executive’s Senior Manager's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; , (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; , (7) a course of conduct amounting to gross incompetence; , (8) chronic and unexcused absenteeism; , (9) unlawful appropriation of a corporate opportunity; , or (10) misconduct in connection with the performance of any of Executive’s Senior Manager's duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s Senior Manager's employment with the Company for cause, the Company shall be under no further obligation to ExecutiveSenior Manager, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof.

For Cause. Notwithstanding anything herein to the contrary, the The Company may terminate Executive’s employment hereunder for cause For Cause immediately upon written notice for any one of the following reasons: (1i) conviction of a felony, any act involving moral turpitudeExecutive’s (x) commission of, or being indicted for, a felony under U.S. or applicable state law, or (y) commission of a misdemeanor where imprisonment is imposed; may be imposed other than for a traffic-related offense, (2ii) any act of material misconduct or gross negligence by Executive in the performance of Executive’s Duties and Responsibilities or any act of moral turpitude by Executive, (iii) Executive’s commission of any act of theft, fraud, fraud or material dishonesty, or falsification of any employment or Company records; (3) improper disclosure of the Company’s confidential or proprietary information; (4) any action by the Executive which has a detrimental effect on the Company’s reputation or business; (5iv) Executive’s willful failure or inability to perform any reasonable duties assigned duties to her by the Chief Executive Officer of the Company or Executive’s refusal or failure to follow the lawful directives of the Company after written notice from the Company of, and a reasonable opportunity 30 calendar days to cure, such failure refusal or inability; failure, (6v) any material breach by Executive of this Agreement, which breach Agreement or any other written agreement executed by Executive with the Company or any of its affiliates that is not cured within ten (10) calendar days following written notice of such breach; , and (7vi) a course of conduct amounting to gross incompetence; (8) chronic and unexcused absenteeism; (9) Executive’s unlawful appropriation of a material corporate opportunity; or opportunity (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject“For Cause”). Upon termination of Executive’s employment with the Company for causeFor Cause, the Company shall be under no further obligation to Executive, except to pay or provide (A) all accrued but unpaid base salary and accrued vacation to Base Salary through the date of termination thereofwithin 30 days following such termination, less all applicable deductions, and (B) any benefits and payments pursuant to the terms of any Benefit Plan, including any rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (the payments and benefits described in subsections (A) and (B) herein shall be referred herein as the “Accrued Benefits”).

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; (, 2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; (, 3) improper disclosure of the Company’s confidential or proprietary information; (, 4) any action by the Executive which has a detrimental effect on the Company’s reputation or business; (, 5) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (, 6) any breach of this Agreement, which breach is not cured within ten (10) days 60days following written notice of such breach; (, 7) a course of conduct amounting to gross incompetence; (, 8) chronic and unexcused absenteeism; (, 9) unlawful appropriation of a corporate opportunity; , or (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executivepay the executive 3 month’s base salary upon notice of termination, except to pay all accrued but unpaid base salary salary, and accrued vacation to the date of termination thereof.

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act crime involving moral turpitude, or a misdemeanor where imprisonment is imposed; (, 2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; (, 3) improper disclosure of the Company’s confidential or proprietary information; (, 4) any action by the Executive which has a material detrimental effect on the Company’s reputation or business; (, 5) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (, 6) any breach of this Agreement, which breach is not cured within ten (10) thirty days following written notice of such breach; (, or repeated breaches of a similar nature even if cured after notice, 7) a course of conduct amounting to gross incompetence; (, 8) chronic and unexcused absenteeism; (, 9) unlawful appropriation of a corporate opportunity; , or (10) material misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for causecause or lack of financial performance (as defined below), the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary salary, accrued bonuses, and accrued vacation vacation, to the date of termination thereof, and provide such benefits as Executive is entitled to as a matter of law.

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; , (2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; , (3) improper disclosure of the Company’s confidential or proprietary information; , (4) any action by the Executive which has a detrimental effect on the Company’s reputation or business; , (5) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; , (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; , (7) a course of conduct amounting to gross incompetence; , (8) chronic and unexcused absenteeism; , (9) unlawful appropriation of a corporate opportunity; , or (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof.

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; , (2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; , (3) improper disclosure of the Company’s confidential or proprietary information; , (4) any action by the Executive which has a detrimental effect on the Company’s reputation or business; , (5) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; , (6) any breach of this Agreement, which breach is not cured within ten five (105) business days following written notice of such breach; , (7) a course of conduct amounting to gross incompetence; , (8) chronic and unexcused absenteeism; , (9) unlawful appropriation of a corporate opportunity; , or (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary Base Salary and accrued vacation to the date of termination thereof.

For Cause. Notwithstanding anything herein to the contrary, the The Company may terminate Executivethe Term and the Employee’s employment hereunder with the Company at any time for cause for any one Cause. For purposes of this Agreement and the following reasonsIncentive Plan, “Cause” shall mean: (1) Employee’s conviction of or plea of guilty or nolo contendere to a felony, or any act other crime involving moral turpitudeturpitude or which results in material harm to the Company, or a misdemeanor where imprisonment is imposed; (2) commission Employee’s fraud against the Company or any breach of any act of theftfiduciary duty owed to the Company, fraud, dishonesty, or falsification of any employment or Company records; (3) improper disclosure Employee’s theft, misappropriation or embezzlement of the assets or funds of the Company or any customer, or engagement in misconduct, that is materially injurious to the Company’s confidential or proprietary information; , (4) any action by Employee’s negligence or misconduct in the Executive which has a detrimental effect on the Companyperformance of Employee’s reputation or business; duties under this Agreement, (5) ExecutiveEmployee’s repeated failure to adhere to or inability follow the lawful directions of the Board, which failure, if capable of being cured, is not cured to perform any the Board’s reasonable assigned duties satisfaction within twenty (20) business days after written notice from thereof to the Company ofEmployee, and a reasonable opportunity to cure, such failure or inability; (6) any Employee’s material breach of this Agreement, including any material violation of any of the restrictions set forth in Section 7, or any Company policies, including the Company’s Code of Ethics and restrictions on trading in the Company’s common stock in violation of the Company’s applicable policies and without approval of the Company counsel, which breach or violation, if capable of being cured, is not cured to the Board’s reasonable satisfaction within ten (10) business days following after written notice of such breach; (7) a course of conduct amounting to gross incompetence; (8) chronic and unexcused absenteeism; (9) unlawful appropriation of a corporate opportunity; or (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation thereof to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereofEmployee.

For Cause. Notwithstanding anything herein to the contrary, the The Company may terminate Executivethe Term and the Employee’s employment hereunder with the Company at any time for cause for any one Cause. For purposes of the following reasonsthis Agreement, “Cause” shall mean: (1) Employee’s conviction of or plea of guilty or nolo contendere to a felony, or any act other crime involving moral turpitudeturpitude or which results in material harm to the Company, or a misdemeanor where imprisonment is imposed; (2) commission Employee’s fraud against the Company or any breach of any act of theftfiduciary duty owed to the Company, fraud, dishonesty, or falsification of any employment or Company records; (3) improper disclosure Employee’s theft, misappropriation or embezzlement of the assets or funds of the Company or any customer, or engagement in misconduct that is materially injurious to the Company’s confidential or proprietary information; , (4) any action Employee’s gross negligence or willful misconduct in the performance of Employee’s duties under this Agreement or Employee’s repeated failure to perform his duties as instructed by the Executive which has a detrimental effect on the Company’s reputation or business; , (5) ExecutiveEmployee’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (6) any material breach of this Agreement, including any material violation of any of the restrictions set forth in Section 7, or any Company policies, including the Company’s Code of Ethics, which breach or violation, if capable of being cured, is not cured to the Board’s reasonable satisfaction within ten (10) business days following after written notice of thereof to the Employee; (6) Employee’s continuous failure to perform Employee’s assigned duties or responsibilities (other than a failure resulting from Employee’s death or Disability as defined herein) if such breachfailure is not cured to the Board’s reasonable satisfaction within ten (10) business days after written notice thereof to the Employee; (7) a course Employee’s knowing violation of conduct amounting any federal or state law or regulation applicable to gross incompetence; (8) chronic and unexcused absenteeism; (9) unlawful appropriation of a corporate opportunitythe Company’s business; or (10) misconduct in connection with the performance 8) Employee’s commencement of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereofalternative employment.

For Cause. Notwithstanding anything herein to the contrary, the The Company may terminate the Executive’s employment hereunder for cause for Cause. For this purpose, “Cause” means the occurrence of any one of the following reasons: (1i) conviction the Executive’s repeated failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposedDisability as defined in Section 6(b)); (2ii) commission of any act of the Executive’s theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any employment or Company records; (3) improper disclosure documents of the Company’s confidential or proprietary information; (4iii) any action the Executive’s material failure to abide by the Executive which has a detrimental effect on the Company’s reputation or business; (5applicable code(s) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; (7) a course of conduct amounting to gross incompetence; or other policies (8) chronic and unexcused absenteeism; (9) unlawful appropriation of a corporate opportunity; or (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property policies relating to confidentiality and reasonable workplace conduct) of the Company, securing ; (iv) knowing or attempting to secure personally any profit in connection with any transaction entered into on behalf intentional misconduct by the Executive as a result of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of required to prepare an accounting restatement; (v) the Executive’s employment unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any Exhibit 10.2 plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation, or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for causeCause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the Company shall be under no further obligation notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereofact.

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s 's employment hereunder for cause for any one of the following reasons: (1i) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; , (2ii) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; , (3iii) improper disclosure of the Company’s 's confidential or proprietary information; , (4iv) any action by the Executive which has a detrimental effect on the Company’s 's reputation or business; , (5v) Executive’s 's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; , (6vi) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; , (7vii) a course of conduct amounting to gross incompetence; , (8) viii) chronic and unexcused absenteeism; , (9ix) unlawful appropriation of a corporate opportunity; , or (10x) misconduct in connection with the performance of any of Executive’s duties, 's duties including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s 's employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof; and to fully vest Executive's founder shares.

For Cause. Notwithstanding anything herein to the contrary, the The Company may terminate the Executive’s employment hereunder for cause for Cause. For this purpose, “Cause” means the occurrence of any one of the following reasons: (1i) conviction the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposedDisability as defined in Section 6(b)); (2ii) commission of any act of the Executive’s theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any employment or Company records; (3) improper disclosure documents of the Company’s confidential or proprietary information; (4iii) any action the Executive’s material failure to abide by the Executive which has a detrimental effect on the Company’s reputation or business; (5applicable code(s) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; (7) a course of conduct amounting to gross incompetence; or other policies (8) chronic and unexcused absenteeism; (9) unlawful appropriation of a corporate opportunity; or (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property policies relating to confidentiality and reasonable workplace conduct) of the Company, securing ; (iv) knowing or attempting to secure personally any profit in connection with any transaction entered into on behalf intentional misconduct by the Executive as a result of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of required to prepare an accounting restatement; (v) the Executive’s employment unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or Exhibit 10.33 disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for causeCause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the Company shall be under no further obligation notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereofact.

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate ExecutiveEmployee’s employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; , (2) commission of any act of theft, fraud, dishonesty, . or falsification of any employment or Company records; , (3) improper disclosure of the Company’s confidential or proprietary information; , (4) any action by the Executive which Employee that has a detrimental effect on the Company’s 's reputation or business; , (5) ExecutiveEmployee’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, . and a reasonable opportunity to cure, such failure or inability; , (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; , (7) a course of conduct amounting to gross gloss incompetence; . (8) chronic and unexcused absenteeism; , (9) unlawful appropriation of a corporate opportunity; , or (10) misconduct in connection with the performance of any of ExecutiveEmployee’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, Company or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s Employee's employment with the Company for cause, the Company shall be under no further obligation to ExecutiveEmployee, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof.

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate ExecutiveEmployee’s employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; , (2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; , (3) improper disclosure of the Company’s confidential or proprietary information; , (4) any action by the Executive which Employee that has a detrimental effect on the Company’s reputation or business; , (5) ExecutiveEmployee’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; , (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; , (7) a course of conduct amounting to gross incompetence; , (8) chronic and unexcused absenteeism; , (9) unlawful appropriation of a corporate opportunity; , or (10) misconduct in connection with the performance of any of ExecutiveEmployee’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of ExecutiveEmployee’s employment with the Company for cause, the Company shall be under no further obligation to ExecutiveEmployee, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof.

For Cause. Notwithstanding anything herein to the contrary, the The Company may terminate the Executive’s employment hereunder for cause for Cause. For this purpose, “Cause” means the occurrence of any one of the following reasons: (1i) conviction the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposedDisability as defined in Section 6(b)); (2ii) commission of any act of the Executive’s theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any employment or Company records; (3) improper disclosure documents of the Company’s confidential or proprietary information; (4iii) any action the Executive’s material failure to abide by the Executive which has a detrimental effect on the Company’s reputation or business; (5applicable code(s) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; (7) a course of conduct amounting to gross incompetence; or other policies (8) chronic and unexcused absenteeism; (9) unlawful appropriation of a corporate opportunity; or (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property policies relating to confidentiality and reasonable workplace conduct) of the Company, securing ; (iv) knowing or attempting to secure personally any profit in connection with any transaction entered into on behalf intentional misconduct by the Executive as a result of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of required to prepare an accounting restatement; (v) the Executive’s employment unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Executive’s improper use or Exhibit 10.4 disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for causeCause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the Company shall be under no further obligation notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereofact.

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s 's employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; , (2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; , (3) improper disclosure of the Company’s 's confidential or proprietary information; , (4) any action by the Executive which has a detrimental effect on the Company’s 's reputation or business; , (5) Executive’s 's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; , (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; , (7) a course of conduct amounting to gross incompetence; , (8) chronic and unexcused absenteeism; , (9) unlawful appropriation of a corporate opportunity; , or (10) misconduct in connection with the performance of any of Executive’s 's duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s 's employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof.. Form 7-8 3 -41-

For Cause. Notwithstanding anything herein to the contrary, the Company President & CEO in consultation with the BOD may terminate Executive’s employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; (, 2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; (, 3) improper disclosure of the Company’s confidential or proprietary information; (, 4) any action by the Executive which has a detrimental effect on the Company’s reputation or business; (, 5) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company ofBOD, and a reasonable opportunity to cure, cure such failure or inability; (, 6) any breach of this Agreement, which breach is not cured within ten (10) 30 days following written notice of such breach; (, 7) a course of conduct amounting to gross incompetence; (, 8) chronic and unexcused absenteeism; (, 9) unlawful appropriation of a corporate opportunity; , or (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof.

For Cause. Notwithstanding anything herein to the contrary, the The Company may terminate Executivethe Term and the Employee’s employment hereunder with the Company at any time for cause for any one Cause. For purposes of this Agreement and the following reasonsIncentive Plan, “Cause” shall mean: (1) Employee’s conviction of or plea of guilty or nolo contendere to a felony, or any act other crime involving moral turpitudeturpitude or which results in material harm to the Company, or a misdemeanor where imprisonment is imposed; (2) commission Employee’s fraud against the Company or any breach of any act of theftfiduciary duty owed to the Company, fraud, dishonesty, or falsification of any employment or Company records; (3) improper disclosure Employee’s theft, misappropriation or embezzlement of the assets or funds of the Company or any customer, or engagement in misconduct that is materially injurious to the Company’s confidential or proprietary information; , (4) any action by Employee’s gross negligence or willful misconduct in the Executive which has a detrimental effect on the Companyperformance of Employee’s reputation or business; duties under this Agreement, (5) ExecutiveEmployee’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (6) any material breach of this Agreement, including any material violation of any of the restrictions set forth in Section 7, or any Company policies, including the Company’s Code of Ethics, which breach or violation, if capable of being cured, is not cured to the Board’s reasonable satisfaction within ten (10) business days following after written notice of thereof to the Employee; (6) Employee’s continuous failure to perform Employee’s assigned duties or responsibilities (other than a failure resulting from Employee’s death or Disability as defined herein) if such breachfailure is not cured to the Board’s reasonable satisfaction within ten (10) business days after written notice thereof to the Employee; or (7) a course of conduct amounting to gross incompetence; (8) chronic and unexcused absenteeism; (9) unlawful appropriation of a corporate opportunity; or (10) misconduct in connection with the performance Employee’s knowing violation of any of Executive’s duties, including, without limitation, misappropriation of funds federal or property of the Company, securing state law or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation regulation applicable to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereofbusiness.

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s employment hereunder for cause for any one of the following reasons: (1) conviction of of, or indictment for, a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; , (2) commission of any act of theft, fraud, dishonesty, fraud or falsification of any employment or Company records; , (3) improper disclosure of the Company’s confidential or proprietary information; , (4) any action by the Executive which has a serious detrimental effect on the Company’s reputation or business; , (5) Executive’s failure or inability to perform any reasonable and legal assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; , (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; , (7) a course of conduct amounting to gross incompetence; , (8) chronic and unexcused absenteeism; , (9) unlawful appropriation of a corporate opportunity; , or (10) gross misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof.

For Cause. Notwithstanding anything herein to the contrarySection 4, the Company may terminate Executive’s employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; (2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; (3) improper disclosure of the Company’s confidential or proprietary information; (4) any action by the Executive which has a detrimental effect on the Company’s reputation or business; (5) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; (7) a course of conduct amounting to gross incompetence; (8) chronic and unexcused absenteeism; (9) unlawful appropriation of a corporate opportunity; or (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof.

For Cause. Notwithstanding anything herein to the contrary, the The Company may terminate the Executive’s employment hereunder for cause for Cause. For this purpose, “Cause” means the occurrence of any one of the following reasons: (1i) conviction the Executive’s repeated failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposedDisability as defined in Section 6(b)); (2ii) commission of any act of the Executive’s theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any employment or Company records; (3) improper disclosure documents of the Company’s confidential or proprietary information; (4iii) any action the Executive’s material failure to abide by the Executive which has a detrimental effect on the Company’s reputation or business; (5applicable code(s) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; (7) a course of conduct amounting to gross incompetence; or other policies (8) chronic and unexcused absenteeism; (9) unlawful appropriation of a corporate opportunity; or (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property policies relating to confidentiality and reasonable workplace conduct) of the Company, securing ; (iv) knowing or attempting to secure personally any profit in connection with any transaction entered into on behalf intentional misconduct by the Executive as a result of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of required to prepare an accounting restatement; (v) the Executive’s employment unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company Exhibit 10.3 (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation, or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for causeCause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the Company shall be under no further obligation notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereofact.

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s employment hereunder this Agreement immediately for cause for any one "Cause." For purposes of the following reasonsthis Agreement, "Cause" shall be defined as: (1) conviction Executive’s commission of a felonyfraud, any act involving moral turpitudemisrepresentation, theft or a misdemeanor where imprisonment is imposedembezzlement of Company assets; (2) commission Executive’s violations of any act law or of theft, fraud, dishonesty, or falsification Company policies material to the performance of any employment or Company recordsExecutive’s duties; (3) improper disclosure Executive’s repeated insubordination or failure to comply with any valid and legal directive of the CompanyExecutive’s confidential or proprietary informationsupervisor; (4) any action by the Executive Executive’s engagement in dishonesty, illegal conduct, or misconduct, which has a detrimental effect on the Company’s reputation is, in each case, injurious to Company or businessits affiliates; (5) Executive’s failure conviction of, or inability plea of guilty or nolo contendere to a crime that constitutes either a felony or a misdemeanor involving embezzlement, misappropriation, moral turpitude or fraud, if such crime materially impairs Executive’s ability to perform any reasonable assigned duties after written notice from the services for Company of, and a reasonable opportunity or results in harm to cure, such failure Company or inabilityits affiliates; (6) any Executive’s material breach of the provisions of this Agreement, which breach is not cured within ten including specifically, without limitation, the restrictive covenant obligations described in this Agreement; or, (107) days following the repeated failure to perform Executive’s duties as required by Section 2 after written notice of such breachfailure from Company (other than any such failure resulting from incapacity due to physical or mental illness); (7) a course provided, however, in the event of conduct amounting any proposed termination for Cause related to gross incompetence; (8) chronic and unexcused absenteeism; (9) unlawful appropriation Executive’s poor performance, Executive’s termination shall be effective upon the expiration of a corporate opportunity; or thirty (1030) misconduct in connection with day cure period following written notice by Company and a lack of adequate corrective action having been undertaken by Executive to the performance reasonable satisfaction of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Companyits sole discretion, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereofduring such thirty (30) day cure period.

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

For Cause. Notwithstanding anything herein to the contrary, the The Company may terminate Executivethe Term and the Employee’s employment hereunder with the Company at any time for cause for any one Cause. For purposes of this Agreement and the following reasonsIncentive Plan, “Cause” shall mean: (1) the Employee’s conviction of or plea of guilty or nolo contendere to a felony, or any act other crime involving moral turpitudeturpitude or which results in material harm to the Company, or a misdemeanor where imprisonment is imposed; (2) commission the Employee’s fraud against the Company or any breach of any act of theftfiduciary duty owed to the Company, fraud, dishonesty, or falsification of any employment or Company records; (3) improper disclosure the Employee’s theft, misappropriation or embezzlement of the assets or funds of the Company or any customer, or engagement in misconduct, that is materially injurious to the Company’s confidential or proprietary information; , (4) any action by the Executive which has a detrimental effect on Employee’s negligence or misconduct in the Companyperformance of the Employee’s reputation or business; duties under this Agreement, (5) Executivethe Employee’s repeated failure to adhere to or inability follow the lawful directions of the Board, which failure, if capable of being cured, is not cured to perform any the Board’s reasonable assigned duties satisfaction within twenty (20) business days after written notice from thereof to the Company ofEmployee, and a reasonable opportunity to cure, such failure or inability; (6) any the Employee’s material breach of this Agreement, including any material violation of any of the restrictions set forth in Section 7, or any Company policies, including the Company’s Code of Ethics and restrictions on trading in the Company’s common stock in violation of the Company’s applicable policies and without approval of the Company counsel, which breach or violation, if capable of being cured, is not cured to the Board’s reasonable satisfaction within ten (10) business days following after written notice of such breach; (7) a course of conduct amounting to gross incompetence; (8) chronic and unexcused absenteeism; (9) unlawful appropriation of a corporate opportunity; or (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation thereof to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereofEmployee.

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s 's employment hereunder for cause for any one of the following reasons: (1i) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; , (2ii) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; , (3iii) improper disclosure of the Company’s 's confidential or proprietary information; , (4iv) any action by the Executive which has a detrimental effect on the Company’s 's reputation or business; , (5v) Executive’s 's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; , (6vi) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; , (7vii) a course of conduct amounting to gross incompetence; , (8) viii) chronic and unexcused absenteeism; , (9ix) unlawful appropriation of a corporate opportunity; , or (10x) misconduct in connection with the performance of any of Executive’s 's duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in in, connection with any transaction entered into into, on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s 's employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof, and to fully vest executive's founder's shares.

For Cause. Notwithstanding anything herein to the contrary, --------- the Company may terminate Executive’s 's employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; , (2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; , (3) improper disclosure of the Company’s 's confidential or proprietary information; , (4) any action by the Executive which has a detrimental effect on the Company’s 's reputation or business; , (5) Executive’s 's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; , (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; , (7) a course of conduct amounting to gross incompetence; , (8) chronic and unexcused absenteeism; , (9) unlawful appropriation of a corporate opportunity; , or (10) misconduct in connection with the performance of any of Executive’s 's duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s 's employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof.

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s employment service hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; (, 2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; (, 3) improper disclosure of the Company’s confidential or proprietary information; (, 4) any action by the Executive which has a detrimental effect on the Company’s reputation or business; (, 5) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company ofthereof, and a reasonable opportunity to cure, such failure or inability; (, 6) any breach of this Agreement, which breach is not cured within ten (10) 15 days following written notice of such breach; (, 7) a course of conduct amounting to gross incompetence; (, 8) chronic and unexcused absenteeism; (, 9) unlawful appropriation of a corporate opportunity; , or (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment services with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereofrenumeration.

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s 's employment hereunder for cause for any one of the following reasons: (1i) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; , (2ii) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; , (3iii) improper disclosure of the Company’s 's confidential or proprietary information; , (4iv) any action by the Executive which has a material detrimental effect on the Company’s 's reputation or business; , (5v) Executive’s 's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; , (6vi) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; , (7vii) a course of conduct amounting to gross incompetence; , (8) viii) chronic and unexcused absenteeism; , (9ix) unlawful appropriation of a corporate opportunity; , (x) a violation of employment policies, rules, and regulations (including rules prohibiting sexual harassment or discrimination), or (10xi) misconduct in connection with the performance of any of Executive’s 's duties, including, without limitation, limitations misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any willful violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s 's employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof. In the event of a termination for cause, all non-vested Awards shall terminate and no longer be exercisable.

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

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s 's employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; (, 2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; (, 3) improper disclosure of the Company’s 's confidential or proprietary information; (, 4) any action by the Executive which has a detrimental effect on the Company’s 's reputation or business; (, 5) Executive’s 's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (, 6) any breach of this Agreement, which breach is not cured within ten (10) days 60days following written notice of such breach; (, 7) a course of conduct amounting to gross incompetence; (8) , 6) chronic and unexcused absenteeism; (, 9) unlawful appropriation of a corporate opportunity; , or (10) misconduct in connection with the performance of any of Executive’s 's duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s 's employment with the Company for cause, the Company shall be under no further obligation to Executivepay the executive one year's base salary upon notice of termination, except to pay all accrued but unpaid base salary salary, and accrued vacation to the date of termination thereof.

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; (, 2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; (, 3) improper disclosure of the Company’s confidential or proprietary information; (, 4) any action by the Executive which has a detrimental effect on the Company’s reputation or business; (, 5) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company ofthereof, and a reasonable opportunity to cure, such failure or inability; (, 6) any breach of this Employment Agreement, which breach is not cured within ten (10) 15 days following written notice of such breach; (, 7) a course of conduct amounting to gross incompetence; (, 8) chronic and unexcused absenteeism; (, 9) unlawful appropriation of a corporate opportunity; , or (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment employments with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereofrenumeration.

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; (, 2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; (, 3) improper disclosure of the Company’s confidential or proprietary information; (, 4) any action by the Executive which has a detrimental effect on the Company’s reputation or business; (, 5) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (, 6) any breach of this Agreement, which breach is not cured within ten (10) 14 days following written notice of such breach; (, 7) a course of conduct amounting to gross incompetence; (, 8) chronic and unexcused absenteeism; (, 9) unlawful appropriation of a corporate opportunity; , or (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof.

For Cause. Notwithstanding anything herein to the contrary, the Company BOD may terminate Executive’s employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; (, 2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; (, 3) improper disclosure of the Company’s confidential or proprietary information; (, 4) any action by the Executive which has a detrimental effect on the Company’s reputation or business; (, 5) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company ofBOD, and a reasonable opportunity to cure, cure such failure or inability; (, 6) any breach of this Agreement, which breach is not cured within ten (10) 30 days following written notice of such breach; (, 7) a course of conduct amounting to gross incompetence; (, 8) chronic and unexcused absenteeism; (, 9) unlawful appropriation of a corporate opportunity; , or (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof.. Employment Agreement for President and CEO

For Cause. Notwithstanding anything herein to the contrary, the The Company may terminate the Executive’s employment hereunder for cause for Cause. For this purpose, “Cause” means the occurrence of any one of the following reasons: (1i) conviction the Executive’s continuous failure to substantially perform the Executive’s duties hereunder (unless such failure is a result of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposedDisability as defined in Section 6(b)); (2ii) commission of any act of the Executive’s theft, fraud, dishonesty, breach of fiduciary duty for personal profit or falsification of any employment or Company records; (3) improper disclosure documents of the Company’s confidential or proprietary information; (4iii) any action the Executive’s material failure to abide by the Executive which has a detrimental effect on the Company’s reputation or business; (5applicable code(s) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; (7) a course of conduct amounting to gross incompetence; or other policies (8) chronic and unexcused absenteeism; (9) unlawful appropriation of a corporate opportunity; or (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property policies relating to confidentiality and reasonable workplace conduct) of the Company, securing ; (iv) knowing or attempting to secure personally any profit in connection with any transaction entered into on behalf intentional misconduct by the Executive as a result of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of required to prepare an accounting restatement; (v) the Executive’s employment unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate Exhibit 10.56 opportunity of the Company (including, without limitation, the Executive’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the Executive which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the Executive of the provisions of Section 9 [Certain Employment Obligations] of this Agreement; or (viii) the Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which materially impairs the Executive’s ability to perform his or her duties with the Company. A termination for Cause shall not take effect unless: (1) the Executive is given written notice by the Company of its intention to terminate the Executive for causeCause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the Company shall be under no further obligation notice is given within sixty days of the Company’s learning of such act or acts or failure or failures to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereofact.

For Cause. Notwithstanding anything herein to the contrary, the The Company may terminate Executivethe Term and the Employee’s employment hereunder with the Company at any time for cause for any one Cause. For purposes of the following reasonsthis Agreement, “Cause” shall mean: (1) Employee’s conviction of or plea of guilty or nolo contendere to a felony, or any act other crime involving moral turpitude, turpitude or a misdemeanor where imprisonment is imposedwhich results in material harm to the Company; (2) commission Employee’s fraud against the Company or any breach of any act of theft, fraud, dishonesty, or falsification of any employment or Company recordsfiduciary duty owed to the Company; (3) improper disclosure Employee’s theft, misappropriation or embezzlement of the assets or funds of the Company or any customer, or engagement in misconduct that is materially injurious to the Company’s confidential or proprietary information; (4) any action Employee’s gross negligence or willful misconduct in the performance of Employee’s duties under this Agreement or Employee’s repeated failure to perform his duties as instructed by the Executive which has a detrimental effect on the Company’s reputation or business; (5) ExecutiveEmployee’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (6) any material breach of this Agreement, including any material violation of any of the restrictions set forth in Section 7, or any Company policies, including the Company’s Code of Ethics, which breach or violation, if capable of being cured, is not cured to the Board’s reasonable satisfaction within ten (10) business days following after written notice of thereof to the Employee; (6) Employee’s continuous failure to perform Employee’s assigned duties or responsibilities (other than a failure resulting from Employee’s death or Disability as defined herein) if such breachfailure is not cured to the Board’s reasonable satisfaction within ten (10) business days after written notice thereof to the Employee; (7) a course Employee’s knowing violation of conduct amounting any federal or state law or regulation applicable to gross incompetence; (8) chronic and unexcused absenteeism; (9) unlawful appropriation of a corporate opportunitythe Company’s business; or (10) misconduct in connection with the performance 8) Employee’s commencement of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereofalternative employment.

For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s 's employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed; , (2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; , (3) improper disclosure of the Company’s 's confidential or proprietary information; , (4) any action by the Executive which has a detrimental effect on the Company’s 's reputation or business; , (5) Executive’s 's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; , (6) any breach of this Agreement, which breach is not cured within ten (10) days following written notice of such breach; , (7) a course of conduct amounting to gross incompetence; , (8) chronic and unexcused absenteeism; , (9) unlawful appropriation of a corporate opportunity; , or (10) misconduct in connection with the performance of any of Executive’s 's duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s 's employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof.. Form 7-8 3 -49-