Common use of Termination by the Company with Cause Clause in Contracts

Termination by the Company with Cause. The Company may terminate the Employee, at any time, upon ten days’ written notice and opportunity for Employee to remedy any non-compliance with the terms of this Agreement (if such non-compliance is capable of being remedied; if not, the Company’s notice of termination shall be effective immediately), for Cause. In such event, the Board of Directors shall provide in writing to the Employee an opinion of the Board of Directors, signed by each member voting in favor of termination of the Employee, which shall specify with particularity the basis for such termination. Upon the date of such termination, the Company’s obligation to pay compensation and benefits shall terminate, at which time the Company shall be responsible for compensating the Employee for any vacation time not taken. Subject to this exception and the obligation of the Company to compensate the Employee through the notice period, no other compensation shall be payable to the Employee should this Agreement be terminated pursuant to this Section 3.2. As used herein, the term “Cause” shall be limited to any of the following from and after the date hereof: (i) any willful breach of any material written policy of the Company that results in material and demonstrable liability or loss to the Company; (ii) the engaging by Employee in conduct involving moral turpitude that causes material and demonstrable injury, monetarily or otherwise, to the Company, including, but not limited to, misappropriation or conversion of assets of the Company (other than immaterial assets); (iii) conviction of or entry of a plea of nolo contendere to a felony; or (iv) a material breach of this Agreement by engaging in action in violation of the restrictive covenants in this Agreement. No act or failure to act by the Employee shall be deemed “willful” if done, or omitted to be done, by him in good faith and with the reasonable belief that his action or omission was in the best interests of the Company.

Termination by the Company with Cause. The Company may terminate the EmployeeExecutive, at any time, upon ten days’ written notice and opportunity for Employee the Executive to remedy any non-compliance with the terms of this Agreement (if such non-compliance is capable of being remedied; if not, the Company’s notice of termination shall be effective immediately), for Cause. In such event, the Board of Directors shall provide in writing to the Employee Executive an opinion of the Board of Directors, signed by each member voting in favor of termination of the EmployeeExecutive, which shall specify with particularity the basis for such termination. Upon the date of such terminationtermination of this Agreement pursuant to this Section 3.2, the Company’s obligation to pay any compensation and benefits shall terminate, at which time the Company shall be responsible for compensating the Employee Executive for any vacation time not taken. Subject to this exception and the obligation of the Company to compensate the Employee Executive through the notice period, no other compensation shall be payable to the Employee Executive should this Agreement be terminated pursuant to this Section 3.2. As used herein, the term “Cause” shall be limited to any of the following from and after the date hereof: (i) any willful breach of any material written policy of the Company that results in material and demonstrable liability or loss to the Company; (ii) the engaging by Employee Executive in conduct involving moral turpitude that causes material and demonstrable injury, monetarily or otherwise, to the Company, including, but not limited to, misappropriation or conversion of assets of the Company (other than immaterial assets); (iii) conviction of or entry of a plea of nolo contendere to a felony, which is not appealed and subsequently reversed or vacated; or (iv) a material breach of this Agreement by engaging in action in violation of the restrictive covenants in this Agreement. No act or failure to act by the Employee Executive shall be deemed “willful” if done, or omitted to be done, by him her in good faith and with the reasonable belief that his her action or omission was in the best interests of the Company.

Termination by the Company with Cause. The Company may terminate the EmployeeExecutive, at any time, upon ten days’ written notice and opportunity for Employee Executive to remedy any non-compliance with the terms of this Agreement (if such non-compliance is capable of being remedied; if not, the Company’s notice of termination shall be effective immediately), for Cause. In such event, the Board of Directors shall provide in writing to the Employee Executive an opinion of the Board of Directors, signed by each member voting in favor of termination of the EmployeeExecutive, which shall specify with particularity the basis for such termination. Upon the date of such termination, the Company’s obligation to pay compensation and benefits shall terminate, at which time the Company shall be responsible for compensating the Employee Executive for any vacation time not taken. Subject to this exception and the obligation of the Company to compensate the Employee Executive through the notice period, no other compensation shall be payable to the Employee Executive should this Agreement be terminated pursuant to this Section 3.2. As used herein, the term “Cause” shall be limited to any of the following from and after the date hereof: (i) any willful breach of any material written policy of the Company that results in material and demonstrable liability or loss to the Company; (ii) the engaging by Employee Executive in conduct involving moral turpitude that causes material and demonstrable injury, monetarily or otherwise, to the Company, including, but not limited to, misappropriation or conversion of assets of the Company (other than immaterial assets); (iii) conviction of or entry of a plea of nolo contendere to a felony; or (iv) a material breach of this Agreement by engaging in action in violation of the restrictive covenants in this Agreement. No act or failure to act by the Employee Executive shall be deemed “willful” if done, or omitted to be done, by him in good faith and with the reasonable belief that his action or omission was in the best interests of the Company.

Termination by the Company with Cause. The Company may terminate the Employee, at any time, upon ten days’ written notice and opportunity for Employee to remedy any non-compliance with Executive’s employment during the terms of this Agreement (if such non-compliance is capable of being remedied; if not, the Company’s notice of termination shall be effective immediately), Term for Cause. In such event, the Board For purposes of Directors shall provide in writing to the Employee an opinion of the Board of Directors, signed by each member voting in favor of termination of the Employee, which shall specify with particularity the basis for such termination. Upon the date of such termination, the Company’s obligation to pay compensation and benefits shall terminate, at which time the Company shall be responsible for compensating the Employee for any vacation time not taken. Subject to this exception and the obligation of the Company to compensate the Employee through the notice period, no other compensation shall be payable to the Employee should this Agreement be terminated pursuant to this Section 3.2. As used hereinAgreement, the term “Cause” shall be limited to any of the following from and after the date hereofmeans: (i) any willful breach the Executive has been convicted in a federal or state court of any material written policy of the Company that results in material and demonstrable liability or loss to the Companya crime classified as a felony; (ii) action or inaction by the engaging by Employee in conduct involving moral turpitude Executive (A) that causes material and demonstrable injuryconstitutes embezzlement, monetarily or otherwise, to the Company, including, but not limited totheft, misappropriation or conversion of assets of the Company or its subsidiaries which alone or together with related actions or inactions involve assets of more than a de minimus amount or that constitutes intentional fraud, gross malfeasance of duty, or conduct grossly inappropriate to Executive’s office, and (other than immaterial assets)B) such action or inaction /has adversely affected or is likely to adversely affect the business of the Company or its subsidiaries, taken as a whole, or has resulted or is intended to result in a direct or indirect gain or personal enrichment of Executive to the detriment of the Company; or (iii) conviction Executive has been grossly inattentive to, or in a grossly negligent manner failed to competently perform, Executive’s job duties and the failure was not cured within 45 days after written notice from the Company. Any termination of or entry Executive’s employment by the Company for Cause shall be communicated by a Notice of Termination (as defined in Section 4.4 below) to the Executive, which Notice of Termination shall be in writing and shall set forth in reasonable detail the facts and circumstances claimed to provide a plea of nolo contendere to a felony; or (iv) a material breach of this Agreement by engaging in action in violation basis for termination of the restrictive covenants in Executive’s employment under this Agreementprovision. No act or failure to act by the Employee Executive shall not be deemed “willful” if done, or omitted to have been terminated for Cause unless and until (x) he receives a Notice of Termination from the Company; (y) he is given the opportunity to be done, by him heard before the Board; and (z) the Board finds in its good faith and with opinion, the reasonable belief that his action or omission Executive was guilty of the conduct set forth in the best interests Notice of the CompanyTermination.

Termination by the Company with Cause. The During the Firm Term, the Company may terminate the Employee, at any time, upon ten days’ written notice and opportunity for Employee to remedy any non-compliance with the terms of this Agreement (if such non-compliance is capable of being remedied; if not, the Company’s notice of termination shall be effective immediately), for Cause. In For purposes of this Agreement, Cause shall mean; (a) the Employee's willful and material breach of the provisions of this Agreement, other than such eventbreach resulting from incapacity due to physical or mental disability, after the Board of Directors shall provide or the Chief Executive Officer of the Company delivers a written demand to cure such breach, which specifically identifies the manner in writing to the Employee an opinion of which the Board of DirectorsDirectors or the Chief Executive Officer believes that the Employee has not substantially performed his duties, signed by each member voting or (b) the Employee willfully engages in favor of termination of the Employee, illegal conduct or gross misconduct which shall specify with particularity the basis for such termination. Upon the date of such termination, materially and demonstrably injures the Company’s obligation to pay compensation and benefits shall terminate, at which time the Company shall be responsible for compensating the Employee for any vacation time not taken. Subject to this exception and the obligation For purposes of the Company to compensate the Employee through the notice perioddetermining whether "Cause" exists, no other compensation shall be payable to the Employee should this Agreement be terminated pursuant to this Section 3.2. As used herein, the term “Cause” shall be limited to any of the following from and after the date hereof: (i) any willful breach of any material written policy of the Company that results in material and demonstrable liability or loss to the Company; (ii) the engaging by Employee in conduct involving moral turpitude that causes material and demonstrable injury, monetarily or otherwise, to the Company, including, but not limited to, misappropriation or conversion of assets of the Company (other than immaterial assets); (iii) conviction of or entry of a plea of nolo contendere to a felony; or (iv) a material breach of this Agreement by engaging in action in violation of the restrictive covenants in this Agreement. No act or failure to act by act, on the Employee Employee's part shall be deemed “considered "willful” if ," unless it is done, or omitted to be done, by him the Employee in good bad faith and with the or without reasonable belief by the Employee that his action or omission was in the best interests of the Company. Any act or failure to act, based upon authority given pursuant to a resolution adopted by the Board of Directors, or upon the instructions of the Chief Executive Officer of the Company, shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company. The cessation of the Employee's employment shall not be deemed for "Cause," unless and until the Employee receives written notice from the Chief Executive Officer of the Company. In the event of the Employee's termination for Cause, the Company will have no further obligation to the Employee under the Agreement from the date of such termination.

Termination by the Company with Cause. The Company may terminate the Employee, 's employment at any timetime with Cause (as defined below) on written notice of such termination setting forth the basis therefor. Except as otherwise agreed in writing (or as required by law), upon ten days’ written notice and opportunity for termination of Employee's employment with Cause, the Company shall have no further obligation to Employee to remedy any non-compliance with the terms of under this Agreement (if such non-compliance is capable by way of being remedied; if not, the Company’s notice of termination shall be effective immediately), for Cause. In such event, the Board of Directors shall provide in writing compensation or otherwise other than to the pay Employee an opinion of the Board of Directors, signed by each member voting in favor of termination of the Employee, which shall specify with particularity the basis for such termination. Upon his base salary through the date of such termination. As used in this Agreement, "Cause" shall mean a reasonable determination by the Board, acting in good faith based upon actual knowledge at the time, that Employee has (i) materially breached the terms of this Agreement, that certain Agreement to Arbitrate between Company and Employee in the form of Exhibit A to this Agreement, that certain Proprietary Information and Invention Assignment Agreement between the Company and Employee, or any other material agreement between the Company and Employee, (ii) committed gross negligence or engaged in serious misconduct in the execution of his assigned duties, (iii) been convicted of a felony or other serious crime involving moral turpitude, (iv) materially refused to perform any lawful duty or responsibility consistent with Employee's position with the Company’s obligation to pay compensation and benefits shall terminate, at which time the Company shall be responsible for compensating the Employee for any vacation time not taken. Subject to this exception and the obligation or (v) materially breached his fiduciary duty or his duty of the Company to compensate the Employee through the notice period, no other compensation shall be payable loyalty to the Employee should this Agreement Company. Notwithstanding the foregoing, Employee's employment shall not be terminated for Cause pursuant to this Section 3.2. As used herein4.2 unless and until Employee has received notice of a proposed termination for Cause, the term “Cause” shall and Employee has had an opportunity to be limited to any heard at a meeting with at least a majority of the following from and after the date hereof: (i) any willful breach of any material written policy members of the Company that results in material and demonstrable liability or loss to the Company; (ii) the engaging by Employee in conduct involving moral turpitude that causes material and demonstrable injury, monetarily or otherwise, to the Company, including, but not limited to, misappropriation or conversion of assets of the Company (other than immaterial assets); (iii) conviction of or entry of a plea of nolo contendere to a felony; or (iv) a material breach of this Agreement by engaging in action in violation of the restrictive covenants in this AgreementBoard. No act or failure to act by the Employee shall be deemed “willful” to have had such opportunity if donegiven written notice by any director acting on behalf of the Board at least seventy two (72) hours in advance of such meeting. After Employee's hearing before the Board pursuant to this Section 4.2, the Board shall promptly, and in any event within seventy two (72) hours, decide to uphold or rescind Employee's termination for Cause (the "Final Action"). If the Final Action upholds Employee's termination for Cause, Employee shall have the right to appeal the Final Action in accordance with the procedures set forth in that certain Agreement to Arbitrate between the Company and Employee; provided, however, that Employee shall prevail in such appeal, and Cause shall not be deemed to exist, unless the Company establishes in such appeal by "clear and convincing evidence" that Cause existed for such termination. If Employee elects to appeal the Final Action, the Company shall continue to pay Employee's base salary and benefits for a period of six (6) months after the date of the Final Action, or omitted until final resolution of such appeal (the "Decision"), whichever period is shorter, at a rate and time and in an amount and manner equal to be doneone hundred percent (100%) of the base salary and benefits payable to Employee immediately prior to the Final Action. The Company shall pay all costs incurred by Employee in preparing for the Final Action and in pursuing any appeal thereof, by him in good faith including all professional fees and with expenses. If Employee is the reasonable belief that his action or omission was non-prevailing party in the best interests Decision, Employee shall reimburse the Company for the costs, fees and expenses paid by the Company and shall reimburse the Company for any base salary and benefits paid to Employee during the period of time from the Final Action through the date of the CompanyDecision. Any proceedings by the Board pursuant to this Section 4.2 shall be conducted in a confidential manner and all steps shall be taken to prevent any harm to Employee's reputation.

Termination by the Company with Cause. The Company may terminate the Employee, at any time, upon ten days’ ' written notice and opportunity for Employee to remedy any non-non- compliance with the terms of this Agreement (if such non-compliance is capable of being remedied; if not, the Company’s 's notice of termination shall be effective immediately), for Cause. In such event, the Board of Directors shall provide in writing to the Employee an opinion of the Board of Directors, signed by each member voting in favor of termination of the Employee, which shall specify with particularity the basis for such termination. Upon the date of such termination, the Company’s 's obligation to pay compensation and benefits shall terminate, at which time the Company shall be responsible for compensating the Employee for any vacation time not taken. Subject to this exception and the obligation of the Company to compensate the Employee through the notice period, no other compensation shall be payable to the Employee should this Agreement be terminated pursuant to this Section 3.2. As used herein, the term “"Cause” " shall be limited to any of the following from and after the date hereof: (i) any willful breach of any material written policy of the Company that results in material and demonstrable liability or loss to the Company; (ii) the engaging by Employee in conduct involving moral turpitude that causes material and demonstrable injury, monetarily or otherwise, to the Company, including, but not limited to, misappropriation or conversion of assets of the Company (other than immaterial assets); (iii) conviction of or entry of a plea of nolo contendere to a felony; or (iv) a material breach of this Agreement by engaging in action in violation of the restrictive covenants in this Agreement. No act or failure to act by the Employee shall be deemed “"willful” " if done, or omitted to be done, by him in good faith and with the reasonable belief that his action or omission was in the best interests of the Company.