Common use of Termination by the Employer for Cause Clause in Contracts

Termination by the Employer for Cause. At any time during the Term, the Employer may terminate the Employee’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (i) conduct by the Employee constituting a material act of willful misconduct in connection with the performance of the Employee’s duties that results in loss, damage or injury that is material to the Employer; (ii) the commission by the Employee of any felony; (iii) continued, willful and deliberate non-performance by the Employee of the Employee’s duties hereunder (other than by reason of the Employee’s physical or mental illness, incapacity or disability); (iv) a material breach, according to the standard of the Employer, by the Employee of Section 6 of this Agreement that results in loss, damage or injury that is material to the Employer; (v) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Employer to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigations; or (vi) fraud, embezzlement or theft against the Employer or any of its Affiliates (as defined in Section 6(a) below). With respect to the events in (i), (iii) and (iv) herein, the Employer shall have delivered written notice to the Employee of its intention to terminate the Employee’s employment for Cause, which notice specifies in reasonable detail the circumstances claimed to give rise to the Employer’s right to terminate the Employee’s employment for Cause and the Employee shall not have cured such circumstances to the extent such circumstances are reasonably susceptible to cure as determined by the Board in good faith within thirty (30) days following the Employer’s delivery of such notice. For avoidance of doubt, “Cause” shall not include (x) expense reimbursement disputes in which the Employee acts in reasonable good faith; (y) occasional, customary and de minimis use of the Employer’s property for personal purposes; and (z) acting in good faith upon advice of Employer’s legal counsel.

Termination by the Employer for Cause. At any time during the Term, the Employer may terminate the Employee’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (i) conduct by the Employee constituting a material act of willful misconduct in connection with the performance of the Employee’s duties that results in loss, damage or injury that is material to the Employer; (ii) the commission by the Employee of any felony; (iii) continued, willful and deliberate non-performance by the Employee of the Employee’s duties hereunder (other than by reason of the Employee’s physical or mental illness, incapacity or disability); (iv) a material breach, according to the standard of the Employer, breach by the Employee of Section 6 of this Agreement that results in loss, damage or injury that is material to the Employer; (v) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Employer to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigations; or (vi) fraud, embezzlement or theft against the Employer or any of its Affiliates (as defined in Section 6(a) below). With respect to the events in (i), (iii) and (iv) herein, the Employer shall have delivered written notice to the Employee of its intention to terminate the Employee’s employment for Cause, which notice specifies in reasonable detail the circumstances claimed to give rise to the Employer’s right to terminate the Employee’s employment for Cause and the Employee shall not have cured such circumstances to the extent such circumstances are reasonably susceptible to cure as determined by the Board in good faith within thirty (30) days following the Employer’s delivery of such notice. For avoidance of doubt, “Cause” shall not include (w) below par or below average operational performance, in and of itself; (x) expense reimbursement disputes in which the Employee acts in reasonable good faith; (y) occasional, customary and de minimis use of the Employer’s property for personal purposes; and (z) acting in good faith upon advice of Employer’s legal counsel.

Termination by the Employer for Cause. At any time during the Term, the Employer may terminate the Employee’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (i) conduct by the Employee constituting a material act of willful misconduct in connection with the performance of the Employee’s duties that results in loss, damage or injury that is material to the Employer; (ii) the commission by the Employee Employee’s conviction of, or plea of guilty or nolo contendere to, any felony; (iii) continued, willful and deliberate non-performance by the Employee of the Employee’s duties hereunder (other than by reason of the Employee’s physical or mental illness, incapacity or disability); (iv) a material breach, according to the standard of the Employer, breach by the Employee of Section 6 of this Agreement that results in loss, damage or injury that is material to the Employer; (v) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Employer to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigations; or (vi) fraud, embezzlement or theft against the Employer or any of its Affiliates (as defined in Section 6(a) below). With respect to the events in (i), (iii) and (iv) herein, the Employer shall have delivered written notice to the Employee of its intention to terminate the Employee’s employment for Cause, which notice specifies in reasonable detail the circumstances claimed to give rise to the Employer’s right to terminate the Employee’s employment for Cause and the Employee shall not have cured such circumstances to the extent such circumstances are reasonably susceptible to cure as determined by the Board in good faith within thirty sixty (3060) days following the Employer’s delivery of such notice. For avoidance of doubt, “Cause” shall not include (x) expense reimbursement disputes in which the Employee acts in reasonable good faith; (y) occasional, customary and de minimis use of the Employer’s property for personal purposes; and (z) acting in good faith upon advice of Employer’s legal counsel.

Termination by the Employer for Cause. At any time during the Term, the Employer may terminate the Employee’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (i) conduct by the Employee constituting a material act of gross negligence, recklessness or willful misconduct in connection with the performance of the Employee’s duties that results in lossduties, damage including, without limitation, misappropriation of funds or injury that is material to property of the Company other than the occasional, customary and de minimis use of the Employer’s property for personal purposes; (ii) the commission by the Employee of any felonyfelony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Employee that would reasonably be expected to result in material injury to the Company or its reputation if the Employee were retained in the Employee’s position; (iii) continued, willful and deliberate non-performance by the Employee of the Employee’s duties hereunder (other than by reason of the Employee’s physical or mental illness, incapacity or disability); (iv) a material breach, according to the standard of the Employer, breach by the Employee of Section 6 of this Agreement that results in loss, damage or injury that is material to the EmployerAgreement; (v) a violation by the Employee of the Employer’s employment policies; (vi) material failure to perform the duties of his position as set forth in Section 2 of this Agreement; or (vii) willful failure to cooperate with a bona fide internal investigation inquiry or an investigation, including without limitation any inquiry or investigation by the Company’s legal counsel, the Company’s Audit Committee or regulatory or law enforcement authorities, after being instructed by the Employer to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to any such inquiry or investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with any such investigationsinquiry or investigation; or (vi) fraudprovided that, embezzlement or theft against the Employer or any of its Affiliates (as defined in Section 6(a) below). With with respect to the events in (iany termination for Cause pursuant to clauses 4(c)(i), (iii) ), (iv), (v), (vi), and (ivvii) hereinabove, the Employer shall have delivered written notice Company shall, prior to the Employee any termination of its intention to terminate the Employee’s employment for Cause, which first (a) provide Employee with written notice specifies in that sets forth, with reasonable detail specificity, the circumstances claimed to give rise to the Employer’s right to terminate the Employee’s employment alleged grounds for Cause and the Employee shall not have cured such circumstances to the extent such circumstances are reasonably susceptible to cure as determined by the Board in good faith within thirty (30) days following the Employer’s delivery of such notice. For avoidance of doubt, “Cause” shall not include (x) expense reimbursement disputes in which the Employee acts in reasonable good faith; (y) occasional, customary and de minimis use of the Employer’s property for personal purposes; and (zb) acting in good faith upon advice of Employer’s legal counselprovide Employee with sixty (60) days opportunity to cure the alleged grounds for termination, to the fullest extent practicable.

Termination by the Employer for Cause. At any time during the Term, the Employer may terminate the Employee’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (i) conduct by the Employee constituting a material act of willful misconduct in connection with the performance of the Employee’s duties that results in lossduties, damage including, without limitation, misappropriation of funds or injury that is material to property of the Employer or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of the Employer’s property for personal purposes; (ii) the commission by the Employee of any felonyfelony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Employee that would reasonably be expected to result in material injury to the Employer or any of its subsidiaries or affiliates if the Employee were retained in the Employee’s position; (iii) continued, willful and deliberate non-performance by the Employee of the Employee’s duties hereunder (other than by reason of the Employee’s physical or mental illness, incapacity or disability); (iv) a material breach, according to the standard of the Employer, breach by the Employee of Section 6 of this Agreement that results in loss, damage or injury that is material to the EmployerAgreement; (v) a violation by the Employee of the Employer’s employment policies which has continued following written notice of such violation (vi) failure to obtain or maintain in good order a license to practice medicine in the State of California or any other licenses required for the Employee to perform the Employee’s duties under this Agreement; (vii) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Employer to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigations; or (viviii) fraud, embezzlement or theft against a material and uncured breach by Employee under any one of the Employer or any of its Affiliates following (as defined in Section 6(a) below). With respect each such agreement may be amended or replaced from time to the events in (i), (iii) and (iv) herein, the Employer shall have delivered written notice to the Employee of its intention to terminate the Employee’s employment for Cause, which notice specifies in reasonable detail the circumstances claimed to give rise to the Employer’s right to terminate the Employee’s employment for Cause and the Employee shall not have cured such circumstances to the extent such circumstances are reasonably susceptible to cure as determined by the Board in good faith within thirty (30) days following the Employer’s delivery of such notice. For avoidance of doubt, “Cause” shall not include (x) expense reimbursement disputes in which the Employee acts in reasonable good faith; (y) occasional, customary and de minimis use of the Employer’s property for personal purposes; and (z) acting in good faith upon advice of Employer’s legal counsel.time):

Termination by the Employer for Cause. At any time during During the Term, Term the Employer may terminate the Employee’s employment hereunder for Cause. For purposes of this Agreement, “Cause.” shall mean: “Cause in this Agreement means (i) conduct by the Employee constituting a material an intentional act of willful misconduct fraud, embezzlement, theft or any other material violation of law that occurs during or in connection with the performance course of the Employee’s duties that results in loss, damage or injury that is material to the employment with Employer; (ii) the commission by the Employee of any felonyintentional damage to Employer’s assets; (iii) continued, intentional disclosure of Employer’s confidential information contrary to Employer’s policies; (iv) material breach of Employee’s obligations under this Agreement; (v) intentional engagement in any competitive activity which would constitute a breach of Employee’s duty of loyalty or of Employee’s obligations under this Agreement; (vi) the willful and deliberate non-performance by the Employee of the continued failure to substantially perform Employee’s duties hereunder for Employer (other than by reason as a result of the Employee’s incapacity due to physical or mental illness, incapacity or disability); or (vii) intentional breach of any of Employer’s policies or willful conduct by Employee that is in either case demonstrably and materially injurious to Employer, monetarily or otherwise; provided, however, that termination for Cause based on clause (iv) shall not be effective unless the Employee shall have written notice from the Employer’s Chief Executive Officer in accordance with Section 10.5 (which notice shall include a material breach, according to the standard description of the Employer, by the Employee of Section 6 of this Agreement that results in loss, damage or injury that is material to the Employer; (v) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Employer to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant reasons and circumstances giving rise to such investigation or the willful inducement of others notice) not less than 30 days prior to fail to cooperate or to produce documents or other materials in connection with such investigations; or (vi) fraud, embezzlement or theft against the Employer or any of its Affiliates (as defined in Section 6(a) below). With respect to the events in (i), (iii) and (iv) herein, the Employer shall have delivered written notice to the Employee of its intention to terminate the Employee’s employment for Cause, which termination and the Employee has failed after receipt of such notice specifies in reasonable detail the circumstances claimed to give rise to the Employer’s right to terminate satisfactorily discharge the Employee’s employment for Cause and the Employee duties. For purpose of this Section 6.3, an act, or a failure to act, shall not have cured such circumstances be deemed “willful” or “intentional” unless it is done, or omitted to be done, by Employee in bad faith or without a reasonable belief that Employee’s action or omission was in the extent such circumstances are reasonably susceptible best interest of Employer. Failure to cure as determined meet performance standards or objectives, by the Board in good faith within thirty (30) days following the Employer’s delivery of such notice. For avoidance of doubtitself, does not constitute “Cause.” “Cause” shall not include (x) expense reimbursement disputes in which the Employee acts in reasonable good faith; (y) occasional, customary and de minimis use also includes any of the Employerabove grounds for dismissal regardless of whether Employer learns of it before or after terminating Employee’s property for personal purposes; and (z) acting in good faith upon advice of Employer’s legal counselemployment.

Termination by the Employer for Cause. At any time during the Term, the Employer may terminate the Employee’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (i) conduct by the Employee constituting a material act of willful misconduct in connection with the performance of the Employee’s duties that results in lossduties, damage including, without limitation, misappropriation of funds or injury that is material to property of the Employer or any of its subsidiaries or Affiliates other than the occasional, customary and de minimis use of the Employer’s property for personal purposes; (ii) the commission by the Employee of any felonyfelony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Employee that would reasonably be expected to result in material injury to the Employer or any of its subsidiaries or Affiliates if the Employee were retained in the Employee’s position; (iii) continued, willful and deliberate non-performance by the Employee of the Employee’s duties hereunder (other than by reason of the Employee’s physical or mental illness, incapacity or disability); (iv) a material breach, according to the standard of the Employer, breach by the Employee of Section 6 of this Agreement that results in loss, damage or injury that is material to the EmployerAgreement; (v) a violation by the Employee of the Employer’s employment policies which has continued following written notice of such violation (vi) failure to obtain or maintain in good order a license to practice medicine in the State of California or any other licenses required for the Employee to perform the Employee’s duties under this Agreement; (vii) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Employer to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigations; or (viviii) frauda material and, embezzlement or theft against the Employer or any of its Affiliates (as defined in Section 6(a) below). With respect to the events in (i), (iii) and (iv) herein, the Employer shall have delivered written notice to the Employee of its intention to terminate the Employee’s employment for Cause, which notice specifies in reasonable detail the circumstances claimed to give rise to the Employer’s right to terminate the Employee’s employment for Cause and the Employee shall not have cured such circumstances to the extent such circumstances are reasonably susceptible to cure as determined is permitted under the applicable agreement, uncured breach by the Board in good faith within thirty (30) days following the Employer’s delivery of such notice. For avoidance of doubt, “Cause” shall not include (x) expense reimbursement disputes in which the Employee acts in reasonable good faith; (y) occasional, customary and de minimis use under any one of the Employer’s property for personal purposes; and following (z) acting in good faith upon advice of Employer’s legal counsel.as each such agreement may be amended or replaced from time to time):

Termination by the Employer for Cause. At any time during Subject to the Termfollowing paragraph, the Employer may terminate the Period of Employment and Employee’s employment hereunder for “Cause” upon written notice to Employee. For purposes of this AgreementSection 7(b), “Cause” a termination for Cause shall mean: only mean a termination as a result of (i) conduct by the Employee constituting a material act of Employee’s willful misconduct with regard to Employer or to any entity in connection control of, controlled by or under common control with the performance Employer (an “Affiliate”), including, but not limited to, any preferred stock subsidiary of the Employee’s duties that results in loss, damage or injury Employer that is material materially economically injurious to the Employer; , (ii) the commission by the Employee Employee’s conviction of, or plea of any felony; guilty or nolo contendere to, a felony (other than a traffic violation) or (iii) continued, Employee’s willful and deliberate non-performance by the Employee of the Employee’s continued failure to use reasonable business efforts to attempt to substantially perform his duties hereunder (other than by reason of the such failure resulting from Employee’s incapacity due to a physical or mental illness, incapacity illness or disability); (iv) a material breach, according subsequent to the standard issuance of a notice of termination by Employee for Good Reason) after demand for substantial performance is delivered by Employer in writing that specifically identifies the Employer, by the manner in which Employer believes Employee of Section 6 has not used reasonable business efforts to attempt to substantially perform his duties. For purposes of this Agreement that results Section 7(b), in loss, damage or injury that is material addition to the Employer; (v) willful failure other legal requirements to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authoritiesbe “willful”, after being instructed by the Employer to cooperateno act, or the willful destruction or failure to preserve documents act, by Employee shall be considered “willful” unless committed in bad faith and without a reasonable belief that the act or other materials known omission was in the best interests of Employer. In addition, no action or inaction shall give rise to be relevant to such investigation or the willful inducement a right of others to fail to cooperate or to produce documents or other materials in connection with such investigations; or (vi) fraud, embezzlement or theft against the Employer or any of its Affiliates (as defined in Section 6(a) below). With respect to the events in (i), (iii) and (iv) herein, the Employer shall have delivered written notice to the Employee of its intention to terminate the this Agreement and Employee’s employment hereunder for Cause, which notice specifies in reasonable detail the circumstances claimed to give rise Cause pursuant to the Employer’s right preceding paragraph unless and until Employer has delivered to terminate the Employee’s employment for Cause and the Employee shall not have cured such circumstances to the extent such circumstances are reasonably susceptible to cure as determined a copy of a resolution duly adopted by a majority of the Board of Trustees (“Board”) at a meeting of the Board called and held for such purpose after reasonable (but in good faith within no event less than thirty (30) days following notice to Employee and an opportunity for Employee, together with his counsel, to be heard before the Employer’s delivery Board), finding that in the good faith opinion of such noticethe Board, Employee was guilty of any conduct set forth in the preceding paragraph and specifying the particulars thereof in detail. For avoidance of doubt, “Cause” This Section 7(b) shall not include prevent Employee from challenging in any court of competent jurisdiction the Board’s determination that Cause exists or that Employee has failed to cure any act (xor failure to act) expense reimbursement disputes in which that purportedly formed the Employee acts in reasonable good faith; (y) occasional, customary and de minimis use of basis for the EmployerBoard’s property for personal purposes; and (z) acting in good faith upon advice of Employer’s legal counseldetermination.

Termination by the Employer for Cause. At any time during the Term, the Employer may terminate the Employee’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (i) conduct by the Employee constituting a material act of gross negligence, recklessness or willful misconduct in connection with the performance of the Employee’s duties that results in lossduties, damage including, without limitation, misappropriation of funds or injury that is material to property of the Company other than the occasional, customary and de minimis use of the Employer’s property for personal purposes; (ii) the commission by the Employee of any felonyfelony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Employee that would reasonably be expected to result in material injury to the Company or its reputation if the Employee were retained in the Employee’s position; (iii) continued, willful and deliberate non-performance by the Employee of the Employee’s duties hereunder (other than by reason of the Employee’s physical or mental illness, incapacity or disability); (iv) a material breach, according to the standard of the Employer, breach by the Employee of Section 6 of this Agreement that results in loss, damage or injury that is material to the EmployerAgreement; (v) a violation by the Employee of the Employer’s employment policies which has continued following written notice of such violation; (vi) material failure to perform the duties of Chief Financial Officer as set forth in Section 2 of this Agreement; or (vii) willful failure to cooperate with a bona fide internal investigation inquiry or an investigation, including without limitation any inquiry or investigation by the Company’s legal counsel, the Company’s Audit Committee or regulatory or law enforcement authorities, after being instructed by the Employer to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to any such inquiry or investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with any such investigations; inquiry or (vi) fraud, embezzlement or theft against the Employer or any of its Affiliates (as defined in Section 6(a) below). With respect to the events in (i), (iii) and (iv) herein, the Employer shall have delivered written notice to the Employee of its intention to terminate the Employee’s employment for Cause, which notice specifies in reasonable detail the circumstances claimed to give rise to the Employer’s right to terminate the Employee’s employment for Cause and the Employee shall not have cured such circumstances to the extent such circumstances are reasonably susceptible to cure as determined by the Board in good faith within thirty (30) days following the Employer’s delivery of such notice. For avoidance of doubt, “Cause” shall not include (x) expense reimbursement disputes in which the Employee acts in reasonable good faith; (y) occasional, customary and de minimis use of the Employer’s property for personal purposes; and (z) acting in good faith upon advice of Employer’s legal counselinvestigation.

Termination by the Employer for Cause. At any time during the Term, the The Employer may terminate the Employee’s employment hereunder at any time without notice for “Cause. .” For purposes of this Agreement, “Cause” shall mean: (i1) conduct the willful and continued failure by the Employee constituting a material act of willful misconduct in connection with the performance of substantially to perform his duties hereunder (other than any such failure resulting from the Employee’s duties that results disability as defined in lossArticle 4.1.2 herein), damage or injury that (2) the willful engaging by the Employee in misconduct which is material materially injurious to the Employer; (ii3) the commission by the Employee of any felony; (iii) continued, willful and deliberate non-performance violation by the Employee of the Employee’s duties hereunder provisions of this Agreement, (other than by reason of 4) the Employee’s physical misappropriation (or mental illness, incapacity or disability); (ivattempted misappropriation) a material breach, according to the standard of any of the Employer’s funds or property, by whether tangible, intangible, or intellectual in nature; (5) the Employee’s conviction of, the indictment for (or its procedural equivalent), or the entering of a guilty plea or plea of no contest with respect to, a felony, the equivalent thereof, or any other crime with respect to which imprisonment is a possible punishment; (6) the Employee’s act of fraud, dishonesty, or any other act of negligent, reckless, or willful misconduct; (7) the Employee of Section 6 of this Agreement that results in lossbreaches any fiduciary, damage contractual, statutory, common law, or injury that is material other legal duty owed to the Employer; (v) willful failure 8) the Employee refuses or fails to cooperate with a bona fide internal investigation implement or an investigation by regulatory or law enforcement authorities, after being instructed carry out any lawful instructions issued by the Employer to cooperatewhich are consistent with Employee’s position, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigationsduties, and responsibilities; or (vi9) fraud, embezzlement or theft against any circumstance which hinders the Employer from operating its business or any otherwise hinders, delays or prevents the Employer from receiving income or increases its overhead to an extent the Employer reasonably decides to reduce, modify, suspend, or cease its business. In the event of its Affiliates (as defined in Section 6(a) below). With respect to the events in (i), (iii) and (iv) hereina termination for Cause, the Employer shall have delivered written notice pay to the Employee any unpaid wages earned by the Employee to the date of its intention to terminate his termination and any accrued and unpaid vacation pay earned by the Employee’s employment for Cause, which notice specifies in reasonable detail the circumstances claimed to give rise . The Employer shall have no further obligations to the Employer’s right to terminate the Employee’s employment for Cause and the Employee shall not have cured such circumstances to the extent such circumstances are reasonably susceptible to cure as determined by the Board in good faith within thirty (30) days following the Employer’s delivery of such notice. For avoidance of doubt, “Cause” shall not include (x) expense reimbursement disputes in which the Employee acts in reasonable good faith; (y) occasional, customary and de minimis use of the Employer’s property for personal purposes; and (z) acting in good faith upon advice of Employer’s legal counsel.

Termination by the Employer for Cause. At any time during the Term, the Employer may terminate the Employee’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (i) conduct by the Employee constituting a material act of willful misconduct in connection with the performance of the Employee’s duties that results in loss, damage or injury that is material to the Employer; (ii) the commission by the Employee of any felony; (iii) continued, willful and deliberate non-performance by the Employee of the Employee’s duties hereunder (other than by reason of the Employee’s physical or mental illness, incapacity or disability); (iv) a material breach, according to the standard of the Employer, breach by the Employee of Section 6 of this Agreement that results in loss, damage or injury that is material to the Employer; (v) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Employer to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigations; or (vi) fraud, embezzlement or theft against the Employer or any of its Affiliates (as defined in Section 6(a) below)) or (vii) material violation of any policy of the Employer or any state or federal law relating to the workplace environment (including, without limitation, laws relating to sexual harassment or age, sex, race or other prohibited discrimination. With respect to the events in (i), (iii) and (iv) herein, the Employer shall have delivered written notice to the Employee of its intention to terminate the Employee’s employment for Cause, which notice specifies in reasonable detail the circumstances claimed to give rise to the Employer’s right to terminate the Employee’s employment for Cause and the Employee shall not have cured such circumstances to the extent such circumstances are reasonably susceptible to cure as determined by the Board in good faith within thirty (30) days following the Employer’s delivery of such notice. For avoidance of doubt, “Cause” shall not include (w) below par or below average operational performance, in and of itself; (x) expense reimbursement disputes in which the Employee acts in reasonable good faith; (y) occasional, customary and de minimis use of the Employer’s property for personal purposes; and (z) acting in good faith upon advice of Employer’s legal counsel.

Termination by the Employer for Cause. At any time during the Term, the The Employer may terminate the Term ten (10) days after written notice to Employee "for cause," which shall be: (i) Employee’s employment hereunder for Cause. For purposes 's material breach of this Agreement, “Cause” shall mean: which breach is not cured within ten (i10) conduct days of receipt by Employee of written notice from the Employee constituting a material act of willful misconduct in connection with Employer specifying the performance of the Employee’s duties that results in loss, damage or injury that is material to the Employerbreach; (ii) Employee's willful and continuous failure to perform (other than any such failure resulting from incapacity due to mental or physical injury or illness) of his duties hereunder or willful refusal to abide by or comply with the reasonable and fair directives of the Board, his superior officers, or the Employer's policies and procedures, which actions continue for a period of at least ten (10) days after receipt by Employee of written notice of the need to cure or cease; (iii) Employee's willful dishonesty, fraud, or gross misconduct with respect to the business or affairs of the Employer, and that in the judgment of the Employer materially and adversely affects the operations or reputation of the Employer; or (iv) commission by the Employee of any felony; (iii) continuedcrimes of moral turpitude, willful and deliberate non-performance by the Employee of the Employee’s duties hereunder (other than by reason of the Employee’s physical or mental illness, incapacity or disability); (iv) a material breach, according to the standard of the Employer, by the Employee of Section 6 of this Agreement that results in loss, damage or injury that is material to the Employer; (v) willful failure addiction to cooperate with a bona fide internal investigation alcohol or an investigation by regulatory or law enforcement authorities, after being instructed by the Employer to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigationsdrugs; or (vi) fraudbankruptcy. In the event of a termination "for cause," as enumerated above, embezzlement or theft against the Employer or any of its Affiliates (as defined in Section 6(a) below). With respect to the events in (i), (iii) and (iv) herein, the Employer Employee shall have delivered written notice no right to the Employee any severance compensation. For purposes of its intention this subsection, no act, or failure to terminate act, on the Employee’s employment for Cause, which notice specifies 's part shall be considered "willful" unless unilaterally done by him not in good faith and without reasonable detail belief that his action or omission was in the circumstances claimed to give rise to best interest of the Employer’s right to terminate . Notwithstanding the Employee’s employment for Cause and foregoing, the Employee shall not be deemed to have cured such circumstances been terminated for Cause unless and until there shall have been delivered to the extent such circumstances are reasonably susceptible to cure as determined him a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the entire authorized membership of the Board in good faith within thirty of Directors (30) days following the Employer’s delivery of such notice. For avoidance of doubt, “Cause” shall not include (x) expense reimbursement disputes in which other than the Employee acts in reasonable good faith; (yif and when the same is also a director) occasional, customary and de minimis use at a meeting of the Employer’s property Board called and held for personal purposes; the purpose (after reasonable notice and (z) acting an opportunity for the Employee, together with counsel, to be heard before the Board), finding that in good faith upon advice of Employer’s legal counsel.the

Termination by the Employer for Cause. At any time during the Term, the The Employer may terminate the Employee’s employment hereunder upon written notice to the Employee for Cause. For purposes any of this Agreement, “Cause” shall meanthe following reasons: (i) conduct by the Employee constituting a material act of willful misconduct in connection with the performance of the Employee’s duties that results in loss, damage or injury that is material to the Employerhabitual intoxication; (ii) the commission abuse of a controlled substance; (iii) conviction of a felony involving moral turpitude; (iv) adjudication as an incompetent; (v) a breach by the Employee of any felonymaterial term of this Agreement, including the Employee’s failure to faithfully, diligently and adequately perform her duties under this Agreement that is not corrected within ten days after written notice from the Employer, which notice shall set forth the nature of the breach; (iiivi) continuedviolation in any material respect of any of the Employer’s rules, willful and deliberate non-performance regulations or policies; (vii) gross insubordination by the Employee in the performance of her duties under this Agreement; (viii) engaging in any conduct, action or behavior that, in the reasonable opinion of the Board, has had a material adverse effect on the reputation of the Employer or the Employee; (ix) any continued or repeated absence from the Employer, unless the absence is approved or excused by the Board or the result of the Employee’s duties hereunder illness, disability or incapacity (other than by reason in which event the provisions of Section 4(b) hereof shall control); or (x) misappropriation of any funds or property of the Employer, theft, embezzlement or fraud. In the event that the Employer shall discharge the Employee pursuant to this Section 4(c), the Employer shall not have any further obligation or liability under this Agreement, except that the Employer shall pay to the Employee: (i) any portion of the Employee’s physical or mental illness, incapacity or disability); (iv) a material breach, according Base Salary for the period up to the standard date of termination that has been earned but remains unpaid; and (ii) any benefits that have accrued to the Employee under the terms of the employee benefit plans of the Employer, by which benefits shall be paid in accordance with the Employee terms of Section 6 of this Agreement that results in loss, damage or injury that is material to the Employer; (v) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Employer to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigations; or (vi) fraud, embezzlement or theft against the Employer or any of its Affiliates (as defined in Section 6(a) below). With respect to the events in (i), (iii) and (iv) herein, the Employer shall have delivered written notice to the Employee of its intention to terminate the Employee’s employment for Cause, which notice specifies in reasonable detail the circumstances claimed to give rise to the Employer’s right to terminate the Employee’s employment for Cause and the Employee shall not have cured such circumstances to the extent such circumstances are reasonably susceptible to cure as determined by the Board in good faith within thirty (30) days following the Employer’s delivery of such notice. For avoidance of doubt, “Cause” shall not include (x) expense reimbursement disputes in which the Employee acts in reasonable good faith; (y) occasional, customary and de minimis use of the Employer’s property for personal purposes; and (z) acting in good faith upon advice of Employer’s legal counselthose plans.

Termination by the Employer for Cause. At The Employer shall have the right to terminate Employee’s employment at any time during the Termfor “cause.” Prior to such termination, the Employer may terminate the shall provide Employee with written notification of any and all allegations constituting “cause” and Employee shall be given five (5) working days after receipt of such written notification to respond to those allegations in writing. Upon receipt of Employee’s employment hereunder for Causeresponse, the Employer shall meet with Employee to discuss the allegations. For purposes hereof, “cause” shall mean (i) an act or acts of personal dishonesty taken by Employee and intended to result in personal enrichment of Employee, (ii) material violations by Employee of Employee’s obligations or duties, or under any terms of, this Agreement, “Cause” shall mean: which are not remedied in a reasonable period (inot to exceed ten (10) conduct by the Employee constituting a material act days) after receipt of willful misconduct in connection with the performance of the Employee’s duties that results in loss, damage or injury that is material to written notice thereof from the Employer; , (iiiii) the commission any violation by the Employee of any felony; (iii) continued, willful and deliberate non-performance by the Employee of the Employee’s duties hereunder (other than by reason provisions of the Employee’s physical Articles Three or mental illnessFour, incapacity or disability); (iv) Employee being charged, indicted or convicted (by trial, guilty or no contest plea or otherwise) of (a) a material breachfelony, according to the standard of the Employer, by the Employee of Section 6 of this Agreement that results in loss, damage or injury that is material to the Employer; (vb) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Employer to cooperateany other crime involving moral turpitude, or (c) any violation of law which would impair the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement ability of others to fail to cooperate or to produce documents or other materials in connection with such investigations; or (vi) fraud, embezzlement or theft against the Employer or any affiliate to obtain any license or authority to do any business deemed necessary or desirable for the conduct of its Affiliates actual or proposed business, or (as defined in Section 6(av) below). With respect to the events in (i), (iii) and (iv) herein, the Employer shall have delivered written notice to the any material breach by Employee of its intention to terminate the Employee’s employment for Cause, which notice specifies in reasonable detail representations and warranties or other agreements under the circumstances claimed to give rise to the Employer’s right to terminate the Employee’s employment for Cause and the Employee shall not have cured such circumstances to the extent such circumstances are reasonably susceptible to cure as determined by the Board in good faith within thirty (30) days following the Employer’s delivery of such noticePurchase Agreement. For avoidance of doubt, “Cause” shall not include (x) expense reimbursement disputes in which the Employee acts in reasonable good faith; (y) occasional, customary and de minimis use of the Employer’s property for personal purposes; and (z) acting in good faith upon advice of Employer’s legal counsel.5.02

Termination by the Employer for Cause. At any time during During the Term, Term the Employer may terminate the Employee’s employment hereunder for “Cause. .” For purposes of this Agreement, “Cause” shall meanmean any of the following: (ia) conduct by the Employee constituting conviction of a material act of willful misconduct in connection with the performance of the Employee’s duties that results in loss, damage or injury that is material to the Employer; crime (iiincluding a nolo contendere plea) involving the commission by the Employee of a felony or of a criminal act involving, in the good faith judgment of the Board of Directors, fraud, dishonesty, or moral turpitude but excluding any felony; (iii) continued, willful and deliberate non-performance by the Employee of conviction which results solely from the Employee’s title or position with the Employer and is not based upon his personal conduct; (b) deliberate and continual refusal to perform employment duties hereunder reasonably requested by the Employer after thirty (30) days’ written notice by certified mail of such failure to perform, specifying that the failure constitutes Cause (other than by reason as a result of the Employee’s physical vacation, sickness, illness or mental illness, incapacity or disabilityinjury); (ivc) a material breachfraud or embezzlement determined in accordance with the Employer’s normal, according to internal investigative procedures consistently applied in comparable circumstances; (d) gross misconduct or gross negligence in connection with the standard business of the Employer, by the Employee of Section 6 of this Agreement that results in loss, damage or injury that is material to Employer which has a substantial adverse effect on the Employer; (ve) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by material breach of any of the Employer to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement covenants set forth in Section 7 of others to fail to cooperate or to produce documents or other materials in connection with such investigationsthis Agreement; or (vif) fraud, embezzlement or theft against the Employer or any of its Affiliates (as defined in Section 6(a) below). With respect to the events in (i), (iii) and (iv) herein, the Employer shall have delivered written notice to the Employee has committed a serious breach of its intention Code of Corporate Conduct or Conflict of Interest Policies of the Company; provided, however, that termination for Cause based on clause (b) shall not be effective unless the Employee has failed, in the good faith judgment of the Board of Directors after the Employee has been given a reasonable opportunity to terminate be heard, after receipt of the notice indicated to satisfactorily discharge the Employee’s employment for Cause, which notice specifies in reasonable detail the circumstances claimed to give rise to the Employer’s right to terminate the Employee’s employment for Cause and the Employee shall not have cured such circumstances to the extent such circumstances are reasonably susceptible to cure as determined by the Board in good faith within thirty (30) days following the Employer’s delivery of such notice. For avoidance of doubt, “Cause” shall not include (x) expense reimbursement disputes in which the Employee acts in reasonable good faith; (y) occasional, customary and de minimis use of the Employer’s property for personal purposes; and (z) acting in good faith upon advice of Employer’s legal counselduties.

Termination by the Employer for Cause. At any time during the Term, the Employer may terminate the Employee’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (i) conduct by the Employee constituting a material act of willful misconduct in connection with the performance of the Employee’s duties that results in loss, damage or injury that is material to the Employer; (ii) the commission by the Employee of any felony; (iii) continued, willful and deliberate non-performance by the Employee of the Employee’s duties hereunder (other than by reason of the Employee’s physical or mental illness, incapacity or disability); (iv) a material breach, according to the standard of the Employer, breach by the Employee of Section 6 of this Agreement that results in loss, damage or injury that is material to the Employer; (v) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Employer to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigations; or (vi) fraud, embezzlement or theft against the Employer or any of its Affiliates (as defined in Section 6(a) below)) or (vii) material violation of any policy of the Employer or any state or federal law relating to the workplace environment (including, without limitation, laws relating to sexual harassment or age, sex, race or other prohibited discrimination. With respect to the events in (i), (iii) and (iv) herein, the Employer shall have delivered written notice to the Employee of its intention to terminate the Employee’s employment for Cause, which notice specifies in reasonable detail the circumstances claimed to give rise to the Employer’s right to terminate the Employee’s employment for Cause and the Employee shall not have cured such circumstances to the extent such circumstances are reasonably susceptible to cure as determined by the Board in good faith within thirty (30) days following the Employer’s delivery of such notice. For avoidance of doubt, “Cause” shall not include (xw) expense reimbursement disputes below par or below average operational performance, in which the Employee acts in reasonable good faith; (y) occasional, customary and de minimis use of the Employer’s property for personal purposes; and (z) acting in good faith upon advice of Employer’s legal counsel.itself;