Common use of Good Cause Clause in Contracts

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) commit an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his duties; (b) breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, if any, or any applicable state or federal law or regulation; (e) fail or refuse (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the Sxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by Employer to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision); (f) fail to or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability and provided further that the mere failure to achieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause); (g) be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) commit Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his duties; (b) breach Breach Employee’s fiduciary duty to Employerthe Company, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) materially Materially breach this Agreement, the Confidentiality Agreement (defined below), or EmployerCompany’s written Codes of Ethics as adopted by the Board; (d) willfullyWillfully, recklessly recklessly, or negligently violate any material provision of EmployerCompany’s written Employee Handbook, if anyapplicable, or any applicable state or federal law or regulation; (e) fail Fail or refuse (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the Sxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by Employer the Company to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision); (f) fail Fail to or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability and provided further that the mere failure to achieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause); (g) be Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail Fail to return any compensation amount required to be clawed back or returned to Employer the Company by application of any applicable law or regulation. The foregoing is an exhaustive list of the items that constitute Cause under this Agreement. Notwithstanding the foregoing, other than with respect to clause (g), “Good Cause” shall only be found to exist if, prior to Employee’s termination and within ninety (90) days after the Company’s initial awareness of an event of Good Cause, the Company has provided (i) written notice to the Employee describing such Good Cause event(s), (ii) the Employee does not cure such event within ten (10) days following the Employee’s receipt of such notice from the Company, (iii) an opportunity for the Employee, together with counsel, to be heard before the Board or subcommittee of the Board of Directors of the Company, .

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) commit an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his duties; (b) breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, if any, or any applicable state or federal law or regulation; (e) fail or refuse (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the SxxxxxxxXxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by Employer to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision); (f) fail to or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability and provided further that the mere failure to achieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause); (g) be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) commit Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his her duties; (b) breach Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) materially Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfullyWillfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, if any, or any applicable state or federal law or regulation;; Xxxx Xxxxxx Xxxxxxx– Employment Agreement (e) fail Fail or refuse (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his her corporate rank and responsibilities, under the SxxxxxxxXxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by Employer the Company to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision); (f) fail Fail to or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability and provided further that the mere failure to achieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause); (g) be Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become Become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail Fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation. The foregoing is an exhaustive list of the items that constitute Cause under this Agreement. Notwithstanding the foregoing, other than with respect to clause (g), “Good Cause” shall only be found to exist if, prior to Employee’s termination and within ninety (90) days after the Company’s initial awareness of an event of Good Cause, Employer has provided written notice to the Employee describing such Good Cause event(s), and the Employee does not cure such event within ten (10) days following the Employee’s receipt of such notice from the Company, and the date of Employee’s termination of employment due to such Good Cause occurs within ninety (90) days after the expiration of the foregoing ten (10) day cure period.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) commit an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his duties; (b) breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, if any, or any applicable state or federal law or regulation; (e) fail or refuse (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the SxxxxxxxSarxxxxx-Xxxxx Act Xxt and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by Employer to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision); (f) fail to or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability and provided further that the mere failure to achieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause); (g) be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, subjective good faith opinion of Employer, shall: (a) commit Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his duties; (b) breach Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) materially Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfullyWillful, recklessly reckless or negligently violate grossly negligent violation of any material provision of Employer’s written Employee Handbook, if any, or any applicable state or federal law or regulation; (e) fail Fail or refuse (whether willfullywillful, recklessly reckless or negligentlynegligent) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the Sxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by Employer to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision)thereunder; (f) fail Fail to or refuse to (whether willfullywillful, recklessly reckless or negligentlynegligent) to substantially perform the responsibilities and duties specified herein (other than a failure caused by temporary disability disability); provided, however, that no termination shall occur on that basis unless the Employer first provides the Employee with written notice to cure; the notice to cure shall reasonably specify the acts or omissions that constitute the Employee’s failure or refusal to perform his duties, and provided further that the mere Employee shall have a reasonable opportunity (not to exceed 10 days after the date of notice to cure) to correct his failure or refusal to achieve certain goals or objectives (provided Employee has attempted in good faith perform his duties; termination shall be effective as of the date of written notice to achieve such goals and objectives) shall not constitute Good Cause);cure; or (g) be Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdictionlaw, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) commit Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his duties; (b) breach Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit);; Xxx Xxxxxx– Employment Agreement (c) materially Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfullyWillfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, if any, or any applicable state or federal law or regulation; (e) fail Fail or refuse (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the SxxxxxxxXxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by Employer the Company to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision); (f) fail Fail to or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability and provided further that the mere failure to achieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause); (g) be Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become Become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail Fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation. The foregoing is an exhaustive list of the items that constitute Cause under this Agreement. Notwithstanding the foregoing, other than with respect to clause (g), “Good Cause” shall only be found to exist if, prior to Employee’s termination and within ninety (90) days after the Company’s initial awareness of an event of Good Cause, Employer has provided written notice to the Employee describing such Good Cause event(s), and the Employee does not cure such event within ten (10) days following the Employee’s receipt of such notice from the Company, and the date of Employee’s termination of employment due to such Good Cause occurs within ninety (90) days after the expiration of the foregoing ten (10) day cure period.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) commit Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his duties; (b) breach Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) materially Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfullyWillful, recklessly reckless or negligently violate grossly negligent violation of any material provision of Employer’s written Employee Handbook, if any, or any applicable state or federal law or regulation; (e) fail Fail or refuse (whether willfullywillful, recklessly reckless or negligentlynegligent) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the Sxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by Employer to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision)thereunder; (f) fail Fail to or refuse to (whether willfullywillful, recklessly reckless or negligentlynegligent) to substantially perform the responsibilities and duties specified herein (other than a failure caused by temporary disability disability); provided, however, that no termination shall occur on that basis unless the Employer first provides the Employee with written notice to cure; the notice to cure shall reasonably specify the acts or omissions that constitute the Employee’s failure or refusal to perform his duties, and provided further that the mere Employee shall have a reasonable opportunity (not to exceed 10 days after the date of notice to cure) to correct his failure or refusal to achieve certain goals or objectives (provided Employee has attempted in good faith perform his duties; termination shall be effective as of the date of written notice to achieve such goals and objectives) shall not constitute Good Cause);cure; or (g) be Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdictionlaw, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) commit Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his duties; (b) breach Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) materially Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfullyWillful, recklessly reckless or negligently violate grossly negligent violation of any material provision of Employer’s written Employee Handbook, if any, or any applicable state or federal law or regulation; (e) fail Fail or refuse (whether willfullywillful, recklessly reckless or negligentlynegligent) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the Sxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by Employer to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision)thereunder; (f) fail to Fail or refuse to (whether willfullywillful, recklessly reckless or negligentlynegligent) to substantially perform the responsibilities and duties specified herein (other than a failure caused by temporary disability disability); provided, however, that no termination shall occur on that basis unless the Employer first provides the Employee with written notice to cure; the notice to cure shall reasonably specify the acts or omissions that constitute the Employee’s failure or refusal to perform his duties, and provided further that the mere Employee shall have a reasonable opportunity (not to exceed 10 days after the date of notice to cure) to correct his failure or refusal to achieve certain goals or objectives (provided Employee has attempted in good faith perform his duties; termination shall be effective as of the date of written notice to achieve such goals and objectives) shall not constitute Good Cause);cure; or (g) be Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdictionlaw, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) commit Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his duties; (b) breach Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) materially Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfullyWillfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, if any, or any applicable state or federal law or regulation; (e) fail Fail or refuse (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the SxxxxxxxXxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by Employer to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision)thereunder; (f) fail Fail to or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability disability); provided, however, that no termination shall occur on that basis unless the Employer first provides the Employee with written notice to cure; the notice to cure shall reasonably specify the acts or omissions that constitute the Employee’s failure, refusal or lack of sufficient expertise to perform his duties, and provided further that the mere Employee shall have a reasonable opportunity (not to exceed ten (10) business days after the date of notice to cure) to cure; termination shall be effective as of the date of written notice of failure to achieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause)cure; (g) be Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdictionlaw, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become Become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation.[Clawback language if required]

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) commit Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his dutiesembezzlement; (b) breach Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) materially Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfullyWillfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, if any, or any applicable state or federal law or regulation; (e) fail Fail or refuse (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the SxxxxxxxXxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by Employer to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision)thereunder; (f) fail to Fail or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability disability); provided, however, that no termination shall occur on that basis unless the Employer first provides the Employee with written notice to cure; the notice to cure shall reasonably specify the acts or omissions that constitute the Employee’s failure, refusal or lack of sufficient expertise to perform his duties, and provided further that the mere Employee shall have a reasonable opportunity (not to exceed ten (10) business days after the date of notice to cure) to cure; termination shall be effective as of the date of written notice of failure to achieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause);cure; or (g) be Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdictionlaw, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) commit Commits an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his Employee’s duties; (b) breach Breaches Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) materially breach Materially breaches this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfullyWillfully, recklessly or negligently violate violates any material provision of Employer’s written Employee Handbook, if any, or any applicable state or federal law or regulation; (e) fail Fails or refuse refuses (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his Employee’s corporate rank and responsibilities, under the SxxxxxxxXxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by Employer the Company to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision); (f) fail Fails to or refuse refuses to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability and provided further that the mere failure to achieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause); (g) be Is convicted of, or enter enters a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude;; Xxxxx X. Xxxx– Employment Agreement (h) become Becomes listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail Fails to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation. The foregoing is an exhaustive list of the items that constitute Good Cause under this Agreement. Notwithstanding the foregoing, other than with respect to clause (g), “Good Cause” shall only be found to exist if, prior to Employee’s termination and within ninety (90) days after the Company’s initial awareness of an event of Good Cause, Employer has provided written notice to the Employee describing such Good Cause event(s), and the Employee does not cure such event within ten (10) days following the Employee’s receipt of such notice from the Company, and the date of Employee’s termination of employment due to such Good Cause occurs within ninety (90) days after the expiration of the foregoing ten (10) day cure period.

Good Cause. For purposes of this Agreement, a termination shall will be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shallExecutive has: (a) commit Commited an act of actual fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his dutiesduties under this Agreement; (b) breach EmployeeWillfully or recklessly violated (i) Executive’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing Company; (whether or not for personal profit); (cii) materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfully, recklessly or negligently violate any material provision of EmployerCompany’s written Employee Handbook, if anyExecutive Handbook which results in material damage to the Company, or (iii) any applicable state or federal law or regulation; (ec) fail or refuse (whether willfullyWillfully, recklessly or negligently) grossly negligently failed or refused to materially comply with (i) the Company’s written Codes of Ethics as adopted by the Board or (ii) all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the SxxxxxxxXxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder thereunder; (for avoidance of doubt any failure by Employer d) Materially breached this Agreement (other than Section 10.1) or the Confidentiality Agreement (defined below), or willfully failed to or refused to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes the lawful directives of the Chairman or the Board in the performance of his duties under this provision); (f) fail to or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein Agreement (other than a failure caused by temporary disability disability); provided, however, that no termination will occur on that basis unless the Company first provides the Executive with written notice to cure; the notice to cure will reasonably specify the acts or omissions that constitute the Executive’s failure or refusal to perform his duties, and provided further that the mere Executive will have a reasonable opportunity given the circumstances (not to exceed 30 days after the date of notice to cure) to correct his failure or refusal to achieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause)perform his duties; (ge) be Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdictionlaw, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if EmployeeExecutive, in the subjective, good faith opinion of EmployerCompany, shall: (ai) commit Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his duties; (bii) breach EmployeeBreach Executive’s fiduciary duty to EmployerCompany, including, but not limited to, acts of self-dealing (whether or not for personal profit); (ciii) materially breach Breach this Agreement, the Confidentiality Agreement (defined below), or EmployerCompany’s written Codes of Ethics as adopted by the Board; (div) willfullyCommit a willful, recklessly reckless or negligently violate grossly negligent violation of any material provision of EmployerCompany’s written Employee Handbook, if any, or any applicable municipal, state or federal law or regulation; (ev) fail Fail or refuse (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the SxxxxxxxXxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by Employer to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision)thereunder; (fvi) fail Fail to or refuse to (whether willfully, recklessly or negligently) to perform comply with the responsibilities and lawful directives of the Board in the performance of his duties specified herein under this Agreement (other than a failure caused by temporary disability disability); provided, however, that no termination shall occur on that basis unless Company first provides the Executive with written notice to cure. The notice to cure shall reasonably specify the acts or omissions that constitute the Executive’s failure or refusal to perform his duties, and provided further that the mere Executive shall have a reasonable opportunity (not to exceed 10 days after the date of notice to cure) to correct his failure or refusal to achieve certain goals or objectives perform his duties. Termination under this subsection (provided Employee has attempted in good faith to achieve such goals and objectivesvi) shall not constitute Good Cause);be effective as of the date of written notice to cure; or (gvii) be Be convicted of, indicted for, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdictionlaw, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation.

Good Cause. For purposes Lee'x xxployment under this Agreement may be terminated by the Company for "good cause," as determined in good faith by the Board. The term "good cause" is defined as any one or more of the following occurrences: (a) Lee'x xxntinuing repeated willful failure or refusal to perform his duties as required by this Agreement or other material breach of this Agreement, a provided, that termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: Lee'x xxployment pursuant to this subsection (a) commit shall not constitute valid termination for cause unless Lee xxall have first received written notice from the Board stating with specificity the nature of such failure or refusal and affording Lee xx least 15 days to correct the act or omission complained of; (b) Gross negligence, material violation by Lee xx any duty of loyalty to DVS-Korea or to the Company or any other material misconduct on the part of Lee, xrovided that termination of Lee'x xxployment pursuant to this subsection (b) shall not constitute valid termination for cause unless Lee xxall have first received written notice from the Board stating with specificity the nature of such failure or refusal and affording Lee xx least 15 days to fully correct the act or omission complained of and to indemnify the Company for any damage caused to it by such act or omission; (c) Lee'x xxnviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any crime involving moral turpitude or punishable by imprisonment in excess of six months in the jurisdiction involved; or (d) Lee'x xxmmission of an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his duties; (b) breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, if any, or any applicable state or federal law or regulation; (e) fail or refuse (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the Sxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by Employer to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision); (f) fail prior to or refuse subsequent to (whether willfullythe date hereof, recklessly upon DVS-Korea or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability and provided further that the mere failure to achieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause); (g) be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulationCompany.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) commit Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his duties; (b) breach Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) materially Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfullyWillfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, if any, or any applicable state or federal law or regulation; (e) fail Fail or refuse (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the SxxxxxxxXxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by Employer the Company to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision); (f) fail Fail to or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability and provided further that the mere failure to achieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause); (g) be Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become Become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail Fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation. The foregoing is an exhaustive list of the items that constitute Cause under this Agreement. Notwithstanding the foregoing, other than with respect to clause (g), “Good Cause” shall only be found to exist if, prior to Employee’s termination and within ninety (90) days after the Company’s initial awareness of an event of Good Cause, Employer has provided written notice to the Employee describing such Good Cause event(s), and the Employee does not cure such event within ten (10) days following the Employee’s receipt of such notice from the Company, and the date of Employee’s termination of employment due to such Good Cause occurs within ninety (90) days after the expiration of the foregoing ten (10) day cure period.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) commit Commits an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his Employee’s duties; (b) breach Breaches Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) materially breach Materially breaches this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfullyWillfully, recklessly or negligently violate violates any material provision of Employer’s written Employee Handbook, if any, or any applicable state or federal law or regulation; (e) fail Fails or refuse refuses (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his Employee’s corporate rank and responsibilities, under the SxxxxxxxXxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated Xxxxxx Xxxx– Employment Agreement thereunder (for avoidance of doubt any failure by Employer the Company to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision); (f) fail Fails to or refuse refuses to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability and provided further that the mere failure to achieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause); (g) be Is convicted of, or enter enters a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become Becomes listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail Fails to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation. The foregoing is an exhaustive list of the items that constitute Good Cause under this Agreement. Notwithstanding the foregoing, other than with respect to clause (g), “Good Cause” shall only be found to exist if, prior to Employee’s termination and within ninety (90) days after the Company’s initial awareness of an event of Good Cause, Employer has provided written notice to the Employee describing such Good Cause event(s), and the Employee does not cure such event within ten (10) days following the Employee’s receipt of such notice from the Company, and the date of Employee’s termination of employment due to such Good Cause occurs within ninety (90) days after the expiration of the foregoing ten (10) day cure period.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) commit Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his duties; (b) breach Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) materially Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfullyWillfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, if any, or any applicable state or federal law or regulation; (e) fail Fail or refuse (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the SxxxxxxxXxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by Employer to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision)thereunder; (f) fail Fail to or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability disability); provided, however, that no termination shall occur on that basis unless the Employer first provides the Employee with written notice to cure; the notice to cure shall reasonably specify the acts or omissions that constitute the Employee’s failure, refusal or lack of sufficient expertise to perform his duties, and provided further that the mere Employee shall have a reasonable opportunity (not to exceed ten (10) business days after the date of notice to cure) to cure; termination shall be effective as of the date of written notice of failure to achieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause)cure; (g) be Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdictionlaw, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become Become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail Fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation.

Good Cause. For purposes of this Agreement, a termination shall will be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shallExecutive has: (a) commit Commited an act of actual fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his dutiesduties under this Agreement; (b) breach EmployeeWillfully or recklessly violated (i) Executive’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing Company; (whether or not for personal profit); (cii) materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfully, recklessly or negligently violate any material provision of EmployerCompany’s written Employee Handbook, if anyExecutive Handbook which results in material damage to the Company, or (iii) any applicable state or federal law or regulation; (ec) fail or refuse (whether willfullyWillfully, recklessly or negligently) grossly negligently failed or refused to materially comply with (i) the Company’s written Codes of Ethics as adopted by the Board or (ii) all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the Sxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder thereunder; (for avoidance of doubt any failure by Employer d) Materially breached this Agreement (other than Section 10.1) or the Confidentiality Agreement (defined below), or willfully failed to or refused to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes the lawful directives of the Chairman or the Board in the performance of his duties under this provision); (f) fail to or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein Agreement (other than a failure caused by temporary disability disability); provided, however, that no termination will occur on that basis unless the Company first provides the Executive with written notice to cure; the notice to cure will reasonably specify the acts or omissions that constitute the Executive’s failure or refusal to perform his duties, and provided further that the mere Executive will have a reasonable opportunity given the circumstances (not to exceed 30 days after the date of notice to cure) to correct his failure or refusal to achieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause)perform his duties; (ge) be Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdictionlaw, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) commit Commits an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his Employee’s duties; (b) breach Breaches Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) materially breach Materially breaches this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfullyWillfully, recklessly or negligently violate violates any material provision of Employer’s written Employee Handbook, if any, or any applicable state or federal law or regulation; (e) fail Fails or refuse refuses (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his Employee’s corporate rank and responsibilities, under the SxxxxxxxXxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by Employer the Company to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision); (f) fail Fails to or refuse refuses to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability and provided further that the mere failure to achieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause); (g) be Is convicted of, or enter enters a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude;; Xxxxxxx XxXxxxx– Employment Agreement (h) become Becomes listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail Fails to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation. The foregoing is an exhaustive list of the items that constitute Good Cause under this Agreement. Notwithstanding the foregoing, other than with respect to clause (g), “Good Cause” shall only be found to exist if, prior to Employee’s termination and within ninety (90) days after the Company’s initial awareness of an event of Good Cause, Employer has provided written notice to the Employee describing such Good Cause event(s), and the Employee does not cure such event within ten (10) days following the Employee’s receipt of such notice from the Company, and the date of Employee’s termination of employment due to such Good Cause occurs within ninety (90) days after the expiration of the foregoing ten (10) day cure period.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) commit Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his duties; (b) breach Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) materially Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfullyWillfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, if any, or any applicable state or federal law or regulation; (e) fail Fail or refuse (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the SxxxxxxxXxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by Employer the Company to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision); (f) fail Fail to or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability and provided further that the mere failure to achieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause);; Xxxxxxx Xxxxxx– Employment Agreement (g) be Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become Become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail Fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation. The foregoing is an exhaustive list of the items that constitute Cause under this Agreement. Notwithstanding the foregoing, other than with respect to clause (g), “Good Cause” shall only be found to exist if, prior to Employee’s termination and within ninety (90) days after the Company’s initial awareness of an event of Good Cause, Employer has provided written notice to the Employee describing such Good Cause event(s), and the Employee does not cure such event within ten (10) days following the Employee’s receipt of such notice from the Company, and the date of Employee’s termination of employment due to such Good Cause occurs within ninety (90) days after the expiration of the foregoing ten (10) day cure period.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) commit Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his duties; (b) breach Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) materially Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfullyWillfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, if any, or any applicable state or federal law or regulation; (e) fail Fail or refuse (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the SxxxxxxxXxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by Employer the Company to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision); (f) fail Fail to or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability and provided further that the mere failure to achieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause); (g) be Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become Become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail Fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation. The foregoing is an exhaustive list of the items that constitute Cause under this Agreement. Notwithstanding the foregoing, other than with respect to clause (g), “Good Cause” shall only be found to exist if, prior to Employee’s termination and within ninety (90) days after the Company’s initial awareness of an event of Good Cause, Employer has provided written notice to the Employee describing such Good Cause event(s), and the Employee does not cure such event within ten (10) days following the Employee’s receipt of such notice from the Company, and the Xxxx Xxxx– Employment Agreement date of Employee’s termination of employment due to such Good Cause occurs within ninety (90) days after the expiration of the foregoing ten (10) day cure period.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) commit Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his duties; (b) breach Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) materially Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfullyWillfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, if any, or any applicable state or federal law or regulation; (e) fail Fail or refuse (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the SxxxxxxxXxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by Employer to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision)thereunder; (f) fail to Fail or refuse to or lack sufficient expertise (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability disability); provided, however, that no termination shall occur on that basis unless the Employer first provides the Employee with written notice to cure; the notice to cure shall reasonably specify the acts or omissions that constitute the Employee’s failure, refusal or lack of sufficient expertise to perform his duties, and provided further that the mere Employee shall have a reasonable opportunity (not to exceed ten (10) business days after the date of notice to cure) to cure; termination shall be effective as of the date of written notice of failure to achieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause);cure; or (g) be Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdictionlaw, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) commit Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his duties; (b) breach Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) materially Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfullyWillfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, if any, or any applicable state or federal law or regulation; (e) fail Fail or refuse (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the SxxxxxxxXxxxxxxx-Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by Employer the Company to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision); (f) fail Fail to or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused Xxxxxx Xxxxxxxxx, MD– Employment Agreement by temporary disability and provided further that the mere failure to achieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause); (g) be Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become Become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail Fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation. The foregoing is an exhaustive list of the items that constitute Cause under this Agreement. Notwithstanding the foregoing, other than with respect to clause (g), “Good Cause” shall only be found to exist if, prior to Employee’s termination and within ninety (90) days after the Company’s initial awareness of an event of Good Cause, Employer has provided written notice to the Employee describing such Good Cause event(s), and the Employee does not cure such event within ten (10) days following the Employee’s receipt of such notice from the Company, and the date of Employee’s termination of employment due to such Good Cause occurs within ninety (90) days after the expiration of the foregoing ten (10) day cure period.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) commit Commits an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his Employee’s duties; (b) breach Breaches Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) materially breach Materially breaches this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) willfullyWillfully, recklessly or negligently violate violates any material provision of Employer’s written Employee Handbook, if any, or any applicable state or federal law or regulation; (e) fail Fails or refuse refuses (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his Employee’s corporate rank and responsibilities, under the Sxxxxxxx-Xxxxxxxx- Xxxxx Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by Employer the Company to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision); (f) fail Fails to or refuse refuses to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability and provided further that the mere failure to achieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause); (g) be Is convicted of, or enter enters a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become Becomes listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail Fails to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation.. The foregoing is an exhaustive list of the items that constitute Good Cause under this Agreement. Notwithstanding the foregoing, other than with respect to clause (g), “Good Cause” shall only be found to exist if, prior to Employee’s termination and within ninety (90) days after the Company’s initial awareness of an event of Good Cause, Employer has provided written notice to the Employee describing such Good Cause event(s), and the Employee does not cure such event within ten (10) days following the Employee’s receipt of such notice from the Company, and the date of Employee’s termination of employment due to such Good Cause occurs within ninety (90) days after the expiration of the foregoing ten (10) day cure period. Xxxx Xxxxxx Xxxxxxx– Employment Agreement