Common use of Termination for Cause by Company Clause in Contracts

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) Executive’s material breach of this Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (c) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (e) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s death. In the event Executive’s employment is terminated in accordance with this Section 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company (the “Termination Date”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to this Agreement will be automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written request.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) any acts or conduct by Executive that are materially adverse to Company’s interests; (c) Executive’s material breach of this Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (cd) Executive’s breach of the Company’s Employee Nondisclosure Proprietary Information and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Inventions Agreement) (the “Nondisclosure Agreement”); (de) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (e) turpitude or that otherwise negatively impacts Executive’s inability ability to effectively perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disabilityduties hereunder; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice Board of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or Directors; (g) Executive’s inability to perform the essential functions of Executive’s position due to a mental or physical disability; or (h) Executive’s death. In the event of termination based on (b), (c) or (f), Executive will have fifteen (15) days from receipt of notice from Company to cure the issue, if curable. No act or failure to act will be considered “willful” for purposes of this Agreement unless done or failed to be done by Executive intentionally and in bad faith. In the event Executive’s employment is terminated in accordance with this Section subsection 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of Executive’s termination and all benefits accrued through the date of employment with the Company termination, including any vested equity compensation awards (the “Termination DateAccrued Benefits”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as extinguished. In the event of Executive’s termination of employment by the Termination DateCompany for Cause, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubsection 7.2 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) Executive’s material breach of this Agreement, including, without limitation, any breach of Section 8, Section 9 9, or Section 11; (c) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (e) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the BoardBoard of Directors, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board of Directors within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s death. In the event Executive’s employment is terminated in accordance with this Section subsection 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company (the “Termination Date”)termination, and all amounts and fringe benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Datedate of termination. All other Company obligations to Executive pursuant to this Agreement will be automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive will not be entitled to receive the Severance Package described in Section 7.2subsection 7.2 below. Any termination pursuant to this Section subsection 7.1 shall be evidenced by a resolution or written consent of the BoardBoard of Directors of the Company, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written request.

Termination for Cause by Company. Although Immediately following notice of termination for “Cause” (as defined below)(with such notice describing the Cause with reasonable specificity) given by Company anticipates and failure by Executive to Cure (as defined below) if and to the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time extent Cure is otherwise expressly permitted under this subsection (termination pursuant to this Subsection being referred to herein as termination for Cause. For purposes of this Agreement“Cause”)(As used herein, “Cause” is defined as: means (aA) acts termination, at Company’s sole option, immediately and without the right to Cure, based on Executive being named as a target or omissions subject of any grand jury investigation impaneled for, being convicted of or entering a plea of guilty or nolo contendere for any crime constituting gross negligencea felony in the jurisdiction in which committed, recklessness any crime involving moral turpitude (whether or not a felony), (B) any act or omission involving dishonesty or willful misconduct on in the part discharge of Executive with respect to Executive’s obligations his duties under this Agreement or that otherwise relating to the business of the materially injures Company; (bC) subject to applicable law, if any, Executive’s substance abuse that in any manner materially interferes with the performance of his duties and Executive’s failure to Cure; (D) Executive’s material breach of this AgreementAgreement or any other agreement entered into with Company in connection with Company’s confidential information, including, without limitation, trade secrets or other property and Executive’s failure to Cure the same or any other act or omission that constitutes a breach of Section 8, Section 9 under any agreement entered into by and between Company or Section 11any affiliate thereof and a third party; (cE) misconduct by Executive that has or could result in Company’s material discredit or diminution in value and Executive’s breach of failure to Cure the Company’s Employee Nondisclosure same; or (F) chronic absence from work for reasons other than illness or Disability and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) Executive’s conviction failure to Cure the same.)(For purposes hereof the term “Cure” shall mean that conduct or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (e) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided refrain from conduct that Executive has received written notice of the action or omission giving rise to such determination and has failed shall be required to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of any such written noticenotice thereof any act or omission on the part of Executive that is the subject of the claim hereunder by Company to terminate Executive for Cause; provided, unless however, that (I) Executive shall have only one opportunity during the Employment Term to exercise such right to Cure, (II) any such remedial conduct or refrain thereof shall be to Company’s reasonable satisfaction, and (III) Company shall have the right to suspend Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s death. In the event Executive’s employment is terminated in accordance with this Section 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company (the “Termination Date”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to duties under this Agreement will be automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of during any such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestperiod.);

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) Executive’s material breach of this Agreement or Company’s Invention and Non-Disclosure and Arbitration Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (c) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitudeturpitude or dishonesty; (d) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (e) Executive’s inability failure to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) misconduct by Executive that materially jeopardizes the Company’s right or ability to operate its business; (g) Executive’s willful neglect violation of duties as determined in the sole and exclusive discretion any of the BoardCompany’s material policies or procedures, provided that Executive has received written notice of the action or omission giving rise to such determination including without limitation, Company’s Equal Employment Opportunity and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, Anti-Harassment policies; or (gh) Executive’s death. In the event Executive’s employment is terminated in accordance with this Section subsection 7.1, Executive shall be entitled to receive only Executive’s the Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company (the “Termination Date”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Datetermination. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive will not be entitled to receive the Severance Package Payment described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubsection 7.2 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) Executive’s material breach of this Agreement or Company’s Invention and Non-Disclosure and Arbitration Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (c) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitudeturpitude or dishonesty; (d) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (e) Executive’s inability failure to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) misconduct by Executive that materially jeopardizes the Company’s right or ability to operate its business; (g) Executive’s willful neglect violation of duties as determined in the sole and exclusive discretion any of the BoardCompany’s material policies or procedures, provided that Executive has received written notice of the action or omission giving rise to such determination including without limitation, Company’s Equal Employment Opportunity and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, Anti-Harassment policies; or (gh) Executive’s death. In the event Executive’s employment is terminated in accordance with this Section subsection 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company (the “Termination Date”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive will not be entitled to receive the Severance Package Payment described in Section 7.2. Any termination pursuant to this Section subsection 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestbelow.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for CauseCause subject to the terms of this Agreement. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) any acts or conduct by Executive that are materially adverse to Company’s interests; (c) Executive’s material breach of this Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (cd) Executive’s material breach of the Company’s Employee Nondisclosure Proprietary Information and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Inventions Agreement) (the “Nondisclosure Agreement”); (de) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (e) turpitude or that otherwise materially negatively impacts Executive’s inability ability to effectively perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disabilityduties hereunder; (f) Executive’s willful neglect of duties as determined in the sole and exclusive good faith discretion of the Board, Board of Directors (provided that poor performance and/or subpar results by themselves do not constitute Cause); or (g) the winding down of Company’s business and/or dissolution or liquidation of Company (other than in connection with a change in control). In the event of termination of Executive’s employment based on clauses (a), (b) or (f) above, Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty will have fifteen (3015) days following receipt of such written noticenotice from Company to cure the issue, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s deathif curable. In the event Executive’s employment is terminated in accordance with this Section subsection 7.1, Executive shall be entitled to receive only Executive’s Base Salary base salary then in effect, prorated to the date of termination plus all vacation days, and benefits accrued through the date of termination plus any earned (as determined by the Board of Directors) but unpaid bonus for a prior completed calendar year (collectively, “Standard Entitlements”). In addition, Executive shall be entitled to receive reimbursement of any business expenses, to the extent not previously reimbursed, in accordance with Section 6 above. Except for any terms and conditions of this Agreement that by their terms survive termination of Executive’s termination of employment with the Company (the “Termination Date”)employment, and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive will not be entitled to receive the Severance Package or other amounts described in Section 7.2subsection 7.2 below. Any termination pursuant to this Section 7.1 For clarification, the foregoing is an exclusive list of the acts or omissions that shall be evidenced by a resolution or written consent considered “Cause” for the termination of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestemployment by Company.

Termination for Cause by Company. Although the Immediately following notice of termination for “Cause” (as defined below) given by Company anticipates the continuation of a mutually rewarding employment relationship and failure by Executive to Cure (as defined below), if applicable, with Executive, the Company may terminate Executive’s employment immediately at any time such notice specifying such Cause (termination pursuant to this Subsection being referred to herein as termination for Cause. For purposes of this Agreement“Cause”)(As used herein, “Cause” is defined as: means (aA) acts Executive being convicted of or omissions entering a plea of guilty or nolo contendere for any crime constituting gross negligencea felony in the jurisdiction in which committed, recklessness any crime involving moral turpitude (whether or not a felony), or any other violation of criminal law involving dishonesty or willful misconduct on that materially injures Company (whether or not a felony); (B) subject to applicable law, if any, Executive's substance abuse that in any manner interferes with the part performance of Executive with respect to his duties and Executive’s obligations or otherwise relating failure to the business of the CompanyCure; (bC) Executive’s 's material breach of this AgreementAgreement or any other agreement entered into with Company in connection with Company's confidential information, including, without limitation, any breach of Section 8, Section 9 trade secrets or Section 11other property and Executive's failure to Cure the same; or (cE) Executive’s breach of the misconduct by Executive that has or could result in Company’s Employee Nondisclosure material discredit or diminution in value and Assignment Agreement (a signed copy of which was delivered Executive's failure to Cure the Company with same.)(For purposes hereof the Original Agreement) (the term “Nondisclosure Agreement”); (d) Executive’s conviction Cure” shall mean that conduct or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (e) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided refrain from conduct that Executive has received written notice of the action or omission giving rise to such determination and has failed shall be required to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of any such written noticenotice thereof any act or omission on the part of Executive that is the subject of the clam hereunder by Company to terminate Executive for Cause; provided, unless however, that (I) Executive shall have only one opportunity during the Term to exercise such right to Cure, (II) any such remedial conduct or refrain thereof shall be to Company’s reasonable satisfaction and (III) Company shall have the right to suspend Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s death. In the event Executive’s employment is terminated in accordance with this Section 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company (the “Termination Date”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to duties under this Agreement will be automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of during any such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestperiod.);

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined asCause if: (a) Executive engages in any acts or omissions constituting gross negligence, recklessness or recklessness, willful misconduct or dishonesty on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) Executive’s Executive breaches a material breach term of this Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (c) Executive’s breach Executive is convicted of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) Executive’s conviction or entry of enters a plea of nolo contendere for fraud, misappropriation or embezzlement, or of any felony crime or crime of moral turpitudeengaging in any conduct which Company, in its discretion, determines has or may adversely impact Company; (d) Executive breaches his fiduciary duties toward Company; (e) Executive’s inability Executive breaches or violates his obligations under the Confidential Information and Invention Assignment Agreement referenced in Section 9 below; (f) Executive persistently fails to satisfactorily perform his duties and responsibilities; (g) Executive refuses to follow a specific, lawful direction or order of the Company or its Board of Directors; and (h) Executive dies or becomes mentally or physically incapacitated and cannot perform the essential functions and duties of Executive’s his position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s death. In the event Executive’s employment is terminated in accordance with this Section subparagraph 7.1, Executive shall be entitled to receive only Executive’s (x) his Base Salary then in effect, prorated earned through the date of such termination, (y) benefits coverage through the date of such termination, and (z) reimbursement of business expenses properly incurred prior to the date of Executivesuch termination and submitted in accordance with the Company’s termination policies (collectively referred to as “Standard Entitlements”). All benefits and perquisites of employment with shall cease as of the Company (the “Termination Date”)date of termination, and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as on the date of termination. Without limiting the Termination Dateforegoing, but will be subject to in the surviving provisions event of this Agreement set forth in Section 14.8. a termination for Cause, Executive will not be entitled eligible to receive the Severance Package Benefits or any part thereof described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubparagraph 7.2 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s 's employment immediately at any time for Cause. For purposes of this Agreement, “"Cause” " is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s 's obligations or otherwise relating to the business of the Company; (b) Executive’s 's material breach of this Agreement or Company's Confidentiality Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (c) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) Executive’s 's conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (d) Executive's willful neglect of duties; or (e) Executive’s inability 's chemical dependence, as certified by a licensed physician, resulting in impairment of Executive's abilities to perform his duties hereunder or substantial damage to the essential functions reputation of Company. Notwithstanding the foregoing, the termination of Executive’s position, 's employment shall not constitute termination for Cause unless Company first provides Executive with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise breach and Executive fails to such determination and has failed cure the breach (if possible) within 30 days of the notice. During this 30-day notice period, Executive shall be afforded the opportunity to remedy such situation make a presentation to the satisfaction Board of Directors regarding the Board within thirty (30) days following receipt matters referred to in the notice of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s deathbreach. In the event Executive’s 's employment is terminated in accordance with this Section 7.1subsection 8.1, Executive shall be entitled to receive only Executive’s the Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company (the “Termination Date”)termination, and all any amounts and benefits earned or incurred payable pursuant to Sections sections 5 and 6 through the Termination Dateor otherwise required by law ("Standard Entitlements"). All other Company obligations to Executive pursuant to any Company equity incentive plan, the SERP or the LTIPs shall be controlled by the terms of each applicable plan. However, all other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubsection 8.2(a) below.

Termination for Cause by Company. Although the Immediately following notice of termination for “Cause” given by Company anticipates the continuation of a mutually rewarding employment relationship (as defined below) and failure by Executive to cure, if applicable, with Executive, the Company may terminate Executive’s employment immediately at any time such notice specifying such Cause (termination pursuant to this Subsection being referred to herein as termination for Cause. For purposes of this Agreement“Cause”)(As used herein, “Cause” is defined as: means (ai) acts or omissions constituting gross negligence, recklessness or willful misconduct termination based on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) Executive’s material breach of this Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (c) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) Executive’s 's conviction or entry of a plea of nolo contendere guilty for fraudany crime constituting a felony in the jurisdiction in which committed, misappropriation any crime involving moral turpitude (whether or embezzlementnot a felony), or any felony other violation of criminal law involving dishonesty or crime willful misconduct that materially injures Company (whether or not a felony)(notwithstanding the forgoing, if Executive is named as a target of moral turpitudean investigation into or otherwise indicted for any such crimes, then Company shall have the right to suspend both Executive from having the right to perform his duties under this Agreement and Company’s obligation to pay Executive any and all compensation, including, without limitation, Base Salary, any and all Bonuses and benefit continuation, otherwise due to him until such time as Executive is cleared or otherwise determined not guilty of any such allegations, in which event all such performance obligations shall be reinstated for the remaining Term of this Agreement and all such compensation that went unpaid as a result thereof shall be paid to Executive in lump sum within thirty (30) days thereafter); (eii) Executive’s inability to perform 's substance abuse that in any manner interferes with the essential functions performance of Executive’s position, with or without reasonable accommodation, due to a mental or physical disabilityhis duties; (fiii) Executive’s willful neglect of duties as determined in 's failure or refusal to (A) follow the sole lawful and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction proper directives of the Board or Executive's supervisor(s) that are within the scope of Executive's duties and Executive's failure to cure the same within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, thereof or (gB) comply in all material respects with Company's written policies, including, without limitation, relating to its employment of personnel, handling of confidential information or trade secrets and trading in its securities and Executive's failure to cure the same within thirty (30) days following written notice thereof; (iv) Executive’s death. In the event Executive’s employment is terminated in accordance with this Section 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company (the “Termination Date”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to this Agreement will be automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions 's material breach of this Agreement set forth or any other agreement entered into with Company in Section 14.8. connection with Company's confidential information, trade secrets or other property and Executive's failure to cure the same within thirty (30) days following written notice thereof; or (v) misconduct by Executive will not be entitled that has or could materially discredit or damage Company and Executive's failure to receive cure the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or same within thirty (30) days following written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written request.notice thereof);

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the The Company may terminate Executive’s Employee's employment immediately at any time for Cause. For purposes of this Agreementgood cause, “Cause” is defined asincluding, but not limited to: (a) acts or omissions constituting gross negligence, recklessness recklessness, gross misconduct, dishonesty or willful misconduct an act of moral turpitude on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the CompanyEmployee; (b) Executive’s Employee's material breach of this Agreement, including, without limitation, Agreement or any breach of Section 8, Section 9 or Section 11other confidentiality agreement between the Company and Employee; (c) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) Executive’s Employee's conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (d) Employee's breach of fiduciary duty toward the Company; (e) Executive’s Employee's inability to perform all of the essential functions and duties of Executive’s Employee's position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties Employee's death; (g) improper actions taken to impair the Company's duly held licenses; (h) a determination or request by an appropriate regulatory authority that the Employee be removed or disqualified from acting as determined in the sole and exclusive discretion an officer of the BoardCompany; (i) Employee's failure to satisfactorily perform his duties to the Company, provided that Executive has received Employee fails to cure any such failure within 30 days after written notice from the Company of such failure, provided further, however, that such right to cure shall not apply to any repetition of the action same failure previously cured hereunder; or omission giving rise to such determination (j) Employee's violation of any material rule, regulation or policy of the Company that may be established and has failed to remedy such situation made known to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject Company's employees from time to cure, in which case no such notice shall be required, or (g) Executive’s deathtime. In the event Executive’s Employee's employment is terminated in accordance with this Section 7.1subparagraph 4.(a), Executive Employee shall be entitled to receive only Executive’s the Base Salary then in effect, prorated to the date of Executive’s termination termination, and any benefits and expense reimbursements to which Employee is entitled by virtue of his prior employment with the Company (the “Termination Date”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Datedate of termination (collectively referred to as "Standard Entitlements."). All other Company company obligations to Executive Employee pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution any severance payment or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestany part thereof.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) any acts or conduct by Executive that are materially adverse to Company’s interests; (c) Executive’s material breach of this Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (cd) Executive’s breach of the Company’s Employee Nondisclosure Confidential Information, Inventions, Nonsolicitation and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Noncompetition Agreement) (the “Nondisclosure Agreement”); (de) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitudeturpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (ef) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (gh) Executive’s death, or (i) Executive’s failure to relocate Executive’s primary residence to Seattle, Washington within three (3) months of the Effective Date of this Agreement. In the event of termination based on (b) or (f), Executive will have fifteen (15) days from receipt of notice from Company to cure the issue, if curable. In the event Executive’s employment is terminated in accordance with this Section 7.1subsection 8.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of Executive’s termination and all benefits accrued through the date of employment with the Company termination (the “Termination DateStandard Entitlements”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubsection 8.2 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s 's employment immediately at any time for Cause. For purposes of this Agreement, “"Cause” " is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s 's obligations or otherwise relating to the business of the Company; (b) Executive’s 's material breach of this Agreement or Company's Confidentiality Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (c) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) Executive’s 's conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (d) Executive's willful neglect of duties; or (e) Executive’s inability 's chemical dependence, as certified by a licensed physician, resulting in impairment of Executive's abilities to perform her duties hereunder or substantial damage to the essential functions reputation of Company. Notwithstanding the foregoing, the termination of Executive’s position, 's employment shall not constitute termination for Cause unless Company first provides Executive with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise breach and Executive fails to such determination and has failed cure the breach (if possible) within 30 days of the notice. During this 30-day notice period, Executive shall be afforded the opportunity to remedy such situation make a presentation to the satisfaction Board of Directors regarding the Board within thirty (30) days following receipt matters referred to in the notice of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s deathbreach. In the event Executive’s 's employment is terminated in accordance with this Section 7.1subsection 8.1, Executive shall be entitled to receive only Executive’s the Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company (the “Termination Date”)termination, and all any amounts and benefits earned or incurred payable pursuant to Sections sections 5 and 6 through the Termination Dateor otherwise required by law ("Standard Entitlements"). All other Company obligations to Executive pursuant to any Company equity incentive plan, the SERP or the LTIPs shall be controlled by the terms of each applicable plan. However, all other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubsection 8.2(a) below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (ai) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (bii) Executive’s material breach of this Agreement or Company’s Confidentiality Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (c) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (diii) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (e) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (fiv) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the BoardBoard of Directors; or (v) Executive’s chemical dependence, provided that as certified by a licensed physician, resulting in impairment of Executive’s abilities to perform her duties hereunder or substantial damage to the reputation of Company. Notwithstanding the foregoing, the termination of Executive’s employment shall not constitute termination for Cause unless Company first provides Executive has received with written notice of the action or omission giving rise breach and Executive fails to such determination and has failed cure the breach (if possible) within 30 days of the notice. During this 30 day notice period, Executive shall be afforded the opportunity to remedy such situation make a presentation to the satisfaction Board of Directors regarding the Board within thirty (30) days following receipt matters referred to in the notice of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s deathbreach. In the event Executive’s employment is terminated in accordance with this Section subparagraph 7.1, Executive shall be entitled to receive only Executive’s the Base Salary then in effecteffect and any amounts payable pursuant to paragraphs 5 and 6, prorated to the date of Executive’s termination of employment with the Company (the “Termination DateStandard Entitlements”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubparagraph 7.2 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (ai) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (bii) Executive’s material breach of this Agreement or Company’s Confidentiality Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (c) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (diii) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (e) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (fiv) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the BoardBoard of Directors; or (v) Executive’s chemical dependence, provided that as certified by a licensed physician, resulting in impairment of Executive’s abilities to perform his duties hereunder or substantial damage to the reputation of Company. Notwithstanding the foregoing, the termination of Executive’s employment shall not constitute termination for Cause unless Company first provides Executive has received with written notice of the action or omission giving rise breach and Executive fails to such determination and has failed cure the breach (if possible) within 30 days of the notice. During this 30 day notice period, Executive shall be afforded the opportunity to remedy such situation make a presentation to the satisfaction Board of Directors regarding the Board within thirty (30) days following receipt matters referred to in the notice of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s deathbreach. In the event Executive’s employment is terminated in accordance with this Section subparagraph 7.1, Executive shall be entitled to receive only Executive’s the Base Salary then in effecteffect and any amounts payable pursuant to paragraphs 5 and 6, prorated to the date of Executive’s termination of employment with the Company (the “Termination DateStandard Entitlements”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubparagraph 7.2 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate ExecutiveEmployee’s employment may be terminated for cause, effective immediately at any time upon written notice to Employee by Employee’s Direct Supervisor that shall set forth the specific nature of the reasons for Causetermination. For purposes of this Agreement, “Cause” is defined as: (a) Only the following acts or omissions constituting gross negligenceby Employee shall constitute “cause” for termination: (i) dishonesty or similar serious misconduct, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating directly related to the performance of Employee’s duties and responsibilities hereunder, which results from a willful act or omission and which is materially injurious to the operations, financial condition or business reputation of the Company, FGS, Fiserv or their affiliates; (bii) Executive’s material breach Employee being named as a defendant in any felony criminal proceedings, and as a result of this Agreementbeing named as a defendant, includingthe operations, without limitation, any breach of Section 8, Section 9 financial condition or Section 11; (c) Executive’s breach reputation of the Company’s , FGS, Fiserv or their affiliates are materially injured or Employee Nondisclosure and Assignment Agreement (is convicted of a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”)felony; (diii) ExecutiveEmployee’s conviction drug or entry alcohol abuse which materially impairs the performance of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitudehis duties and responsibilities as set forth herein; (eiv) Executive’s inability incompetent performance or substantial or continuing inattention to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise responsibilities assigned to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s death. In the event Executive’s employment is terminated in accordance with this Section 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company (the “Termination Date”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive Employee pursuant to this Agreement will for which Employee receives notice and fails to cure (if applicable) in accordance with Fiserv’s Corrective Action Policy; (v) continuing willful and unreasonable refusal by Employee to perform Employee’s duties or responsibilities (unless significantly changed without Employee’s consent) for which Employee receives notice and fails to cure (if applicable) in accordance with Fiserv’s Corrective Action Policy; (vi) violation in any material respect of Fiserv’s Code of Conduct, as it may be automatically terminated and completely extinguished as of amended from time to time, or other Fiserv corporate policies regarding activities in the Termination Date, but will be subject to workplace in effect at the surviving provisions time; or (vii) any other breach or breaches of this Agreement set forth by Employee, which breaches are, singularly or in Section 14.8. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Boardaggregate, material, and which are not cured within 30 days of written notice of such breach or breaches to Employee from the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestFiserv.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) Executive’s material breach of this Agreement or Company’s Employee Innovations and Proprietary Rights Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (c) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (d) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the CEO; or (e) Executive’s inability failure to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise . “Cause” shall exist to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cureterminate this Agreement if Employer makes a determination, in which case no such notice shall be requiredgood faith, or (g) Executive’s deaththat facts exist to constitute cause as defined herein. In the event Executive’s employment is terminated in accordance with this Section 7.1for cause, Executive shall be entitled to receive only Executive’s the Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company (the “Termination Date”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Datetermination. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished extinguished, except as to any options that have vested under the schedule contained in the attached Exhibits A and B as of the Termination Date, but will be subject to the surviving provisions day of this Agreement set forth in Section 14.8. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requesttermination.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business falsification of the Companydocuments or records of the Company or its affiliates; (b) Executive’s material breach failure to abide by the code of this Agreement, conduct or other policies (including, without limitation, any breach policies relating to confidentiality and reasonable workplace conduct) of Section 8the Company or its affiliates after written notice from the Board of, Section 9 or Section 11and a reasonable opportunity to cure, such failure; (c) Executive’s breach unauthorized use, misappropriation, destruction, or diversion of any tangible or intangible asset or corporate opportunity of the CompanyCompany or its affiliates (including, without limitation, Executive’s Employee Nondisclosure and Assignment Agreement (a signed copy improper use or disclosure of which was delivered to confidential or proprietary information of the Company with the Original Agreement) (the “Nondisclosure Agreement”or its affiliates); (d) Executive’s conviction any intentional act by the Executive which has a material detrimental effect on the reputation or entry business of a plea of nolo contendere for fraud, misappropriation the Company or embezzlement, or any felony or crime of moral turpitudeits affiliates; (e) Executive’s repeated failure or inability to perform any reasonable assigned duties after written notice from the essential functions of Executive’s positionBoard of, with and a reasonable opportunity to cure, such failure or without reasonable accommodation, due to a mental or physical disabilityinability; (f) Executive’s willful neglect any material breach by Executive of duties as determined in the sole any employment, service, non-disclosure, non-competition, non-solicitation or other similar agreement between Executive and exclusive discretion of the BoardCompany or its affiliates, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation which breach is not cured pursuant to the satisfaction of the Board within thirty (30) days following receipt terms of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, agreement; or (g) Executive’s deathconviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation, or moral turpitude, or which impairs Executive’s ability to perform his duties. In the event Executive’s employment is terminated in accordance with this Section subsection 7.1, Executive shall be entitled to receive only Executive’s the Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company (the “Termination Date”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Datetermination. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive will not be entitled to receive the Severance Package Packages described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, subsections 7.2(a) and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written request7.4(a) below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) Executive’s material breach of this Agreement, including, without limitation, any breach of Section 8, Section 9 Agreement or Section 11; (c) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (dc) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (d) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of Company; (e) Executive’s inability failure to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; or (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s death. In the event Executive’s employment is terminated in accordance with this Section subsection 7.1, Executive shall be entitled to receive only Executive’s the Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company (the “Termination Date”)termination, and all any amounts earned and benefits earned or incurred payable pursuant to Sections 5 and 6 through the Termination Date6, including any accrued but unused vacation (collectively “Standard Entitlements”). All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubsection 7.2 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with ExecutiveEmployee, the Company may terminate ExecutiveEmployee’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: Cause shall mean (a1) acts the Employee’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or omissions constituting gross negligence, recklessness falsification of any Company documents or willful misconduct on records; (2) the part of Executive with respect Employee’s material failure to Executive’s obligations or otherwise relating to the business of abide by the Company; ’s policies (b) Executive’s material breach of this Agreement, including, without limitation, any breach policies relating to confidentiality and reasonable workplace conduct) after written notice from the Company of Section 8, Section 9 or Section 11such failure; (c3) Executivethe Employee’s breach unauthorized use, misappropriation, destruction or diversion of any material tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Employee’s improper use or disclosure of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”confidential or proprietary information); (d4) Executivemisconduct by the Employee which has a material detrimental effect on the Company’s reputation or business; (5) the Employee’s repeated failure or inability (other than due to injury or illness) to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or Inability; or (6) the Employee’s conviction or entry of a (including any plea of guilty or nolo contendere for contendere) of any criminal act involving fraud, dishonesty, misappropriation or embezzlement, or any felony or crime of moral turpitude; (e) Executiveturpitude and which impairs the Employee’s inability ability to perform his duties with the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s deathCompany. In the event ExecutiveEmployee’s employment is terminated in accordance with this Section 7.1subsection 9.1, Executive Employee shall be entitled to receive only Executive’s the Base Salary then in effect, prorated pro rated to the date of Executivetermination. Employee will also be permitted to retain all rights to fringe benefits that had vested as of the date of his termination. Employee’s rights with respect to LTIP Awards and the Option upon termination of employment pursuant to this subsection 9.1 will be determined in accordance with the Company (LTIP or the “Termination Date”)Option Plan, and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. as applicable, All other Company obligations to Executive Employee pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive Employee will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubsection 9.2 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for CauseCause subject to the terms of this Agreement. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) any acts or conduct by Executive that are materially adverse to Company’s interests; (c) Executive’s material breach of this Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (cd) Executive’s material breach of the Company’s Employee Nondisclosure Proprietary Information and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Inventions Agreement) (the “Nondisclosure Agreement”); (de) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (e) turpitude or that otherwise materially negatively impacts Executive’s inability ability to effectively perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disabilityduties hereunder; (f) Executive’s willful neglect of duties as determined in the sole and exclusive good faith discretion of the Board, Board of Directors (provided that poor performance and/or subpar results by themselves do not constitute Cause); or (g) the winding down of Company’s entire business and/or dissolution or liquidation of Company (other than in connection with a change in control). In the event of termination of Executive’s employment based on clauses (a), (b) or (f) above, Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within will have thirty (30) days following receipt of such written noticenotice from Company to cure the issue, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s deathif curable. In the event Executive’s employment is terminated in accordance with this Section 7.1, subsection 7.1 Executive shall be entitled to receive only Executive’s Base Salary base salary then in effect, prorated to the date of termination plus all vacation, and benefits accrued through the date of termination plus any earned (as determined by the Board of Directors) but unpaid bonus for a prior completed calendar year (collectively, “Standard Entitlements”). In addition, Executive shall be entitled to receive reimbursement of any business expenses, to the extent not previously reimbursed, in accordance with Section 6 above. Except for any terms and conditions of this Agreement that by their terms survive termination of Executive’s termination of employment with the Company (the “Termination Date”)employment, and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive will not be entitled to receive the Severance Package or other amounts described in Section 7.2subsection 7.2 below. Any termination pursuant to this Section 7.1 For clarification, the foregoing is an exclusive list of the acts or omissions that shall be evidenced by a resolution or written consent considered “Cause” for the termination of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestemployment by Company.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with ExecutiveEmployee, the Company may terminate ExecutiveEmployee’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: Cause shall mean (a1) acts the Employee’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or omissions constituting gross negligence, recklessness falsification of any Company documents or willful misconduct on records; (2) the part of Executive with respect Employee’s material failure to Executive’s obligations or otherwise relating to the business of abide by the Company; ’s policies (b) Executive’s material breach of this Agreement, including, without limitation, any breach policies relating to conflicts of Section 8interest, Section 9 or Section 11confidentiality and reasonable workplace conduct) after written notice from the Company of such failure; (c3) Executivethe Employee’s breach unauthorized use, misappropriation, destruction or diversion of any material tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Employee’s improper use or disclosure of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”confidential or proprietary information); (d4) Executivemisconduct by the Employee which has a material detrimental effect on the Company’s reputation or business; (5) the Employee’s repeated failure or inability (other than due to injury or illness) to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; or (6) the Employee’s conviction or entry of a (including any plea of guilty or nolo contendere for contendere) of any criminal act involving fraud, dishonesty, misappropriation or embezzlement, or any felony or crime of moral turpitude; (e) Executiveturpitude and which impairs the Employee’s inability ability to perform his duties with the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s deathCompany. In the event ExecutiveEmployee’s employment is terminated in accordance with this Section 7.1subsection 9.1, Executive Employee shall be entitled to receive only Executive’s the then in effect Base Salary then in effect, prorated pro rated to the date of Executivetermination, the Override earned through the most recent month end and Bonus earned through the most recent quarter end. Employee shall also be permitted to retain all rights to fringe benefits that had vested as of the date of his termination. Employee’s rights with respect to LTIP Awards and Option Grants upon termination of employment pursuant to this subsection 9.1 shall be determined in accordance with the Company (LTIP or the “Termination Date”)Option Plan, and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Dateas applicable. All other Company obligations to Executive Employee pursuant to this Agreement will be shall become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive will Employee shall not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubsection 9.2 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s 's employment immediately at any time for Cause. For purposes of this Agreement, “"Cause” " is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s 's obligations or otherwise relating to the business of the Company; (b) Executive’s 's material breach of this Agreement, including, without limitation, any breach Agreement or Company's standard form of Section 8, Section 9 or Section 11confidentiality agreement; (c) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) Executive’s 's conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; or (ed) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s 's willful neglect of duties as determined in or poor performance. Notwithstanding the sole and exclusive discretion of the Boardforegoing, provided that a termination under subsection 7.1(d) above shall not constitute a termination for "Cause" unless Company has first given Executive has received written notice of the action or omission giving rise offending conduct (such notice shall include a description of remedial actions that Company reasonably deems appropriate to cure such determination offending conduct) and has failed to remedy such situation to the satisfaction of the Board within a thirty (30) days following receipt opportunity to cure such offending conduct. In the event Company terminates Executive's employment under subsection 7.1(d) above, Company agrees to participate in binding arbitration, if requested by Executive, to determine whether the cause for termination was willful neglect of such written notice, unless Executive’s action duties or omission is poor performance as opposed to some other reason that does not subject to cure, in which case no such notice shall be required, or (g) Executive’s deathconstitute Cause under this Agreement. In the event Executive’s 's employment is terminated in accordance with this Section subsection 7.1, Executive shall be entitled to receive only Executive’s the Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company and any accrued but unpaid vacation (the “Termination Date”"Standard Entitlements"), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Dateextinguished. In addition, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubsection 7.2 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) any acts or conduct by Executive that are materially adverse to Company’s interests; (c) Executive’s material breach of this Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (cd) Executive’s breach of the Company’s Employee Nondisclosure Proprietary Information and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Inventions Agreement) (the “Nondisclosure Agreement”); (de) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitudeturpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (ef) Executive’s material neglect of duties as determined in the sole and exclusive discretion of the Board in good faith; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; or (fh) Executive’s willful neglect death. In the event of duties as determined in the sole and exclusive discretion of the Boardtermination based on (b), provided that (c) or (f), Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within will have thirty (30) days following from receipt of written notice from Company to cure the issue, if curable, with such written notice, unless notice to be provided to Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s death. In the event Executive’s employment is terminated in accordance with this Section subsection 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of Executive’s termination and all benefits accrued through the date of employment with the Company termination (the “Termination DateAccrued Benefits”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as extinguished. In the event of Executive’s termination of employment by the Termination DateCompany for Cause, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubsection 7.2 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) Executive’s material breach of this Agreement, including, without limitation, any breach Agreement or Company’s standard form of Section 8, Section 9 or Section 11confidentiality agreement; (c) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; or (e) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (fd) Executive’s willful neglect of duties as determined in or poor performance. Notwithstanding the sole and exclusive discretion of the Boardforegoing, provided that a termination under subsection 7.1(d) above shall not constitute a termination for “Cause” unless Company has first given Executive has received written notice of the action or omission giving rise offending conduct (such notice shall include a description of remedial actions that the Company reasonably deems appropriate to cure such determination offending conduct) and has failed to remedy such situation to the satisfaction of the Board within a thirty (30) days following receipt of opportunity to cure such written notice, unless offending conduct. In the event Company terminates Executive’s action employment under subsection 7.1(d) above, Company agrees to participate in binding arbitration, if requested by Executive, to determine whether the cause for termination was willful neglect of duties or omission is poor performance as opposed to some other reason that does not subject to cure, in which case no such notice shall be required, or (g) Executive’s deathconstitute Cause under this Agreement. In the event Executive’s employment is terminated in accordance with this Section subsection 7.1, Executive shall be entitled to receive only Executive’s the Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company and any accrued but unpaid vacation (the “Termination DateStandard Entitlements”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Dateextinguished. In addition, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8. Executive will not be entitled to receive the Severance Package Packages described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution subsections 7.2 or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written request7.3 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for CauseCause subject to the terms of this Agreement. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) any acts or conduct by Executive that are materially adverse to Company’s interests; (c) Executive’s material breach of this Agreement, including, without limitation, any ; (d) Executive’s material breach of Section 8, Section 9 or Section 11Company’s Employee Proprietary Information and Inventions Agreement; (ce) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”)her obligations under Section 2.3; (df) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitudeturpitude or that otherwise materially negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (e) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (fg) Executive’s willful neglect of duties as determined in the sole and exclusive good faith discretion of the Board, Board of Directors (provided that poor performance and/or subpar results by themselves do not constitute Cause); or (h) the winding down of Company’s business and/or dissolution or liquidation of Company (other than in connection with a change in control). In the event of termination of Executive’s employment based on clauses (a), (b) or (g) above, Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty will have fifteen (3015) days following receipt of such written noticenotice from Company to cure the issue, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s deathif curable. In the event Executive’s employment is terminated in accordance with this Section 7.1, subsection 7.1 Executive shall be entitled to receive only Executive’s Base Salary base salary then in effect, prorated to the date of termination plus all vacation, and benefits accrued through the date of termination any earned (as determined by the Board of Directors) but unpaid bonus for a prior completed calendar year (collectively, “Standard Entitlements”). In addition, Executive shall be entitled to receive reimbursement of any business expenses, to the extent not previously reimbursed, in accordance with Section 6 above. Except for any terms and conditions of this Agreement that by their terms survive termination of Executive’s termination of employment with the Company (the “Termination Date”)employment, and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive will not be entitled to receive the Severance Package or other amounts described in Section 7.2subsection 7.2 below. Any termination pursuant to this Section 7.1 For clarification, the foregoing is an exclusive list of the acts or omissions that shall be evidenced by a resolution or written consent considered “Cause” for the termination of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestemployment by Company.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with ExecutiveEmployee, the Company may terminate ExecutiveEmployee’s employment immediately at any time for CauseCause if the CEO/Company finds that good grounds exist for a "for cause" termination. For purposes of this Agreement, “Cause” is defined as: Cause shall mean (a1) acts the Employee’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or omissions constituting gross negligencefalsification of any Company documents or records; (2) the Employee’s unauthorized use, recklessness misappropriation, destruction or willful misconduct on the part diversion of Executive with respect to Executive’s obligations any material asset or otherwise relating to the business corporate opportunity of the Company; Company (b) Executive’s material breach of this Agreement, including, without limitation, any breach of Section 8, Section 9 the Employee’s improper use or Section 11; (c) Executive’s breach disclosure of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered confidential or proprietary information or his failure to the abide by Company with the Original Agreement) (the “Nondisclosure Agreement”policies relating to confidentiality or reasonable workplace conduct); (d3) Executiveany intentional act by the Employee which has a material detrimental effect on the Company’s reputation or business, (4) any material breach by the Employee of this Agreement and any other agreement between the Company and Employee, including without limitation, the Company’s Employee Proprietary Rights Agreement/Non-Disclosure Agreement, which breach is not cured within 15 days after Employee receives written notice from the CEO specifying said breach; or (5) the Employee’s conviction or entry of a (including any plea of guilty or nolo contendere for contendere) of any criminal act involving fraud, dishonesty, misappropriation or embezzlementmoral turpitude, or any felony or crime of moral turpitude; (e) Executivewhich impairs the Employee’s inability ability to perform his duties with the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s deathCompany. In the event ExecutiveEmployee’s employment is terminated in accordance with this Section 7.1subsection 6.1, Executive Employee shall be entitled to receive only Executive’s the Base Salary then in effect, prorated pro rated to the date of Executive’s termination termination. Employee will also be permitted to retain all rights to fringe benefits and/or equity that had vested as of employment with the Company (the “Termination Date”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Datedate of his termination. All other Company obligations to Executive Employee pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive Employee will not be entitled to receive the Severance Package described in Section 7.2subsection 6.2 below. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board200 Xxxxxxxxx Xxxxx Xxxxx 000 Xxxxxxx Xxxx, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written request.XX 00000 Phone (000) 000-0000 Fax (000) 000-0000 wxx.xxxxxxxxx.xxx

Termination for Cause by Company. Although the Immediately following notice of termination for “Cause” (as defined below) given by Company anticipates the continuation of a mutually rewarding employment relationship and failure by Executive to Cure (as defined below), if applicable, with Executive, the Company may terminate Executive’s employment immediately at any time such notice specifying such Cause (termination pursuant to this Subsection being referred to herein as termination for Cause. For purposes of this Agreement“Cause”)(As used herein, “Cause” is defined as: means (aA) acts Executive being convicted of or omissions entering a plea of guilty or nolo contendere for any crime constituting gross negligencea felony in the jurisdiction in which committed, recklessness any crime involving moral turpitude (whether or not a felony), or any other violation of criminal law involving dishonesty or willful misconduct on that materially injures Company (whether or not a felony); (B) subject to applicable law, if any, Executive's substance abuse that in any manner interferes with the part performance of Executive with respect to his duties and Executive’s obligations or otherwise relating failure to the business of the CompanyCure; (bC) Executive’s 's material breach of this AgreementAgreement or any other agreement entered into with Company in connection with Company's confidential information, including, without limitation, any breach of Section 8, Section 9 trade secrets or Section 11other property and Executive's failure to Cure the same; or (cE) Executive’s breach of the misconduct by Executive that has or could result in Company’s Employee Nondisclosure material discredit or diminution in value and Assignment Agreement (a signed copy of which was delivered Executive's failure to Cure the Company with same.)(For purposes hereof the Original Agreement) (the term “Nondisclosure Agreement”); (d) Executive’s conviction Cure” shall mean that conduct or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (e) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided refrain from conduct that Executive has received written notice of the action or omission giving rise to such determination and has failed shall be required to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of any such written noticenotice thereof any act or omission on the part of Executive that is the subject of the clam hereunder by Company to terminate Executive for Cause; provided, unless however, that (I) Executive shall have only one opportunity during the Term to exercise such right to Cure, (II) any such remedial conduct or refrain thereof shall be to Company’s reasonable satisfaction and (III) Company shall have the right to suspend Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s death. In the event Executive’s employment is terminated in accordance with this Section 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company (the “Termination Date”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to duties under this Agreement will be automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of during any such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestperiod.); [Type text]

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s 's employment immediately at any time for Cause. For purposes of this Agreement, “"Cause” " is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s 's obligations or otherwise relating to the business of the Company; (b) any acts or conduct by Executive that are materially adverse to Company's interests; (c) Executive’s 's material breach of this Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (c) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) Executive’s 's breach of Company's Proprietary Information and Inventions Agreement; (e) Executive's conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (e) turpitude or that otherwise negatively impacts Executive’s inability 's ability to effectively perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability's duties hereunder; (f) Executive’s 's willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice Board of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or Directors; (g) Executive’s 's inability to perform the essential functions of Executive's position due to a mental or physical disability; or (h) Executive's death. In the event of termination based on (b), (c) or (f), Executive will have fifteen (15) days from receipt of notice from Company to cure the issue, if curable. In the event Executive’s 's employment is terminated in accordance with this Section subsection 7.1, Executive shall be entitled to receive only Executive’s 's Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company (the “Termination Date”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 accrued through the Termination Datedate of termination, including any vested equity compensation awards ("Accrued Benefits"). All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as extinguished. In the event of Executive's termination of employment by the Termination DateCompany for Cause, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubsection 7.2 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with ExecutiveEmployee, the Company may terminate ExecutiveEmployee’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: Cause shall mean (a1) acts the Employee’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or omissions constituting gross negligence, recklessness falsification of any Company documents or willful misconduct on records; (2) the part of Executive with respect Employee’s material failure to Executive’s obligations or otherwise relating to the business of abide by the Company; ’s policies (b) Executive’s material breach of this Agreement, including, without limitation, any breach policies relating to confidentiality and reasonable workplace conduct) after written notice from the Company of Section 8, Section 9 or Section 11such failure; (c3) Executivethe Employee’s breach unauthorized use, misappropriation, destruction or diversion of any material tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Employee’s improper use or disclosure of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”confidential or proprietary information); (d4) Executivemisconduct by the Employee which has a material detrimental effect on the Company’s reputation or business; (5) the Employee’s repeated failure or inability (other than due to injury or illness) to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; or (6) the Employee’s conviction or entry of a (including any plea of guilty or nolo contendere for contendere) of any criminal act involving fraud, dishonesty, misappropriation or embezzlement, or any felony or crime of moral turpitude; (e) Executiveturpitude and which impairs the Employee’s inability ability to perform his duties with the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s deathCompany. In the event ExecutiveEmployee’s employment is terminated in accordance with this Section 7.1subsection 9.1, Executive Employee shall be entitled to receive only Executive’s the Base Salary then in effect, prorated pro rated to the date of Executivetermination. Employee will also be permitted to retain all rights to fringe benefits that had vested as of the date of his termination. Employee’s rights with respect to LTIP Awards upon termination of employment pursuant to this subsection 9.1 will be determined in accordance with the Company (the “Termination Date”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination DateLTIP. All other Company obligations to Executive Employee pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive Employee will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubsection 9.2 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a -------------------------------- mutually rewarding employment relationship with Executive, the Company may terminate Executive’s 's employment immediately at any time for Cause. For purposes of this Agreement, “"Cause” " is defined as: (a) acts any act of personal dishonesty taken by the Executive in connection with his responsibilities as an employee which is intended to result in substantial personal enrichment of the Executive; (b) the Executive's conviction of a felony which the Board reasonably believes has had or omissions constituting gross negligence, recklessness or willful misconduct will have a material detrimental effect on the part of Company's reputation or business; (c) a willful act by the Executive with respect which constitutes misconduct and is injurious to Executive’s obligations or otherwise relating to the business of the Company; (bd) Executive’s material a willful breach by Executive of this Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (c) Executive’s breach of the Company’s Employee Nondisclosure and Invention Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitudereferenced in Section 9 herein; (e) continued willful violations by the Executive of the Executive’s inability 's obligations to the Company after there has been delivered to the Executive a written demand for performance from the Company which describes the basis for the Company's belief that the Executive has not substantially performed his duties; (f) Executive's failure to perform the essential functions of Executive’s 's position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s 's death. In the event Executive’s 's employment is terminated in accordance with this Section subsection 7.1, Executive shall be entitled to receive only Executive’s the Base Salary then in effect, prorated to the date of Executive’s termination and, if Executive is terminated in calendar year 2002, the guaranteed portion of employment with his Target Bonus, prorated to the Company (the “Termination Date”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Datedate of termination. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive will not be entitled to receive the Severance Package Payment described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubsection 7.2 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with ExecutiveEmployee, the Company may terminate ExecutiveEmployee’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive Employee with respect to ExecutiveEmployee’s obligations or otherwise relating to the business of the Company; (b) ExecutiveEmployee’s material breach of this Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; and (c) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) ExecutiveEmployee’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (e) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s death. In the event ExecutiveEmployee’s employment is terminated in accordance with this Section 7.1, Executive Employee shall be entitled to receive only ExecutiveEmployee’s Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company (the “Termination Date”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Datetermination. All other Company obligations to Executive Employee pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive Employee will not be entitled to receive the Severance Package Payment described in Section 7.2. Any termination 7.3 below and will forfeit any unvested shares of Common Stock granted to Employee pursuant to this Section 7.1 Agreement, including without limitation the Equity Compensation. Without limiting the foregoing, the Company will provide written notice of what it deems to constitute “Cause” in reasonable detail, and Employee will have thirty (30) days to cure the default or in the event that the default is not susceptible to cure within thirty (30) days, Employee will take actions to commence to cure such default and will inform the Company of the proposed time required to cure such default, which the Company may accept or reject. If Company rejects in good faith Employee’s proposed cure time period, then termination shall be evidenced by a resolution effective thirty (30) days following the date written notice was provided to Employee. During such cure period, Company may, however, temporarily suspend Employee’s employment and may require that Employee remain off-site or written consent of the Board, without access to Company’s facilities and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsystems.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) Executive’s material breach of this Agreement, including, without limitation, any breach of Section 8, Section 9 9, or Section 1110; (c) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (e) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the BoardBoard of Directors, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board of Directors within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s death. In the event Executive’s employment is terminated in accordance with this Section 7.16.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company (the “Termination Date”)termination, and all amounts and fringe benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Datedate of termination. All other Company obligations to Executive pursuant to this Agreement will be automatically terminated and completely extinguished as of extinguished. Executive will not be entitled to receive the Termination DateSeverance Package described in Section 6.2 below, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written request13.8 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with ExecutiveEmployee, the Company may terminate ExecutiveEmployee’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: Cause shall mean (a1) acts the Employee’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or omissions constituting gross negligence, recklessness falsification of any Company documents or willful misconduct on records; (2) the part of Executive with respect Employee’s material failure to Executive’s obligations or otherwise relating to the business of abide by the Company; ’s policies (b) Executive’s material breach of this Agreement, including, without limitation, any breach policies relating to confidentiality and reasonable workplace conduct) after written notice from the Company of Section 8, Section 9 or Section 11such failure; (c3) Executivethe Employee’s breach unauthorized use, misappropriation, destruction or diversion of any material tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Employee’s improper use or disclosure of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”confidential or proprietary information); (d4) Executivemisconduct by the Employee which has a material detrimental effect on the Company’s reputation or business; (5) the Employee’s repeated failure or inability (other than due to injury or illness) to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; or (6) the Employee’s conviction or entry of a (including any plea of guilty or nolo contendere for contendere) of any criminal act involving fraud, dishonesty, misappropriation or embezzlement, or any felony or crime of moral turpitude; (e) Executiveturpitude and which impairs the Employee’s inability ability to perform his duties with the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s deathCompany. In the event ExecutiveEmployee’s employment is terminated in accordance with this Section 7.1subsection 9.1, Executive Employee shall be entitled to receive only Executive’s the Base Salary then in effect, prorated pro rated to the date of Executivetermination. Employee will also be permitted to retain all rights to fringe benefits that had vested as of the date of his termination. Employee’s rights with respect to LTIP Awards and Option Grants upon termination of employment pursuant to this subsection 9.1 will be determined in accordance with the Company (LTIP or the “Termination Date”)Option Plan, and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Dateas applicable. All other Company obligations to Executive Employee pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive Employee will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubsection 9.2 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) Executive’s material breach of this Agreement, including, without limitation, any breach of Section 8, Section 9 9, or Section 11; (c) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (e) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the BoardCompany’s Xxxxxxx, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board Xxxxxxx within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s death. In the event Executive’s employment is terminated in accordance with this Section subsection 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company (the “Termination Date”)termination, and all amounts and fringe benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Datedate of termination. All other Company obligations to Executive pursuant to this Agreement will be automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive will not be entitled to receive the Severance Package described in Section 7.2subsection 7.2 below. Any termination pursuant to this Section subsection 7.1 shall be evidenced by a resolution or written consent of notification from the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestXxxxxxx.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with ExecutiveEmployee, the Company may terminate Executive’s Employee's employment immediately at any time for CauseCause if the CEO/Company finds that good grounds exist for a "for cause" termination. For purposes of this Agreement, “Cause” is defined as: Cause shall mean (a1) acts the Employee's theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or omissions constituting gross negligencefalsification of any Company documents or records; (2) the Employee's unauthorized use, recklessness misappropriation, destruction or willful misconduct on the part diversion of Executive with respect to Executive’s obligations any material asset or otherwise relating to the business corporate opportunity of the Company; Company (b) Executive’s material breach of this Agreement, including, without limitation, any breach of Section 8, Section 9 the Employee's improper use or Section 11; (c) Executive’s breach disclosure of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered 's confidential or proprietary information or his failure to the abide by Company with the Original Agreement) (the “Nondisclosure Agreement”policies relating to confidentiality or reasonable workplace conduct); (d3) Executive’s any intentional act by the Employee which has a material detrimental effect on the Company's reputation or business, (4) any material breach by the Employee of this Agreement and any other agreement between the Company and Employee, including without limitation, the Company's Employee Proprietary Rights Agreement/Non-Disclosure Agreement, which breach is not cured within 15 days after Employee receives notice from the CEO specifying said breach; or (5) the Employee's conviction or entry of a (including any plea of guilty or nolo contendere for contendere) of any criminal act involving fraud, dishonesty, misappropriation or embezzlementmoral turpitude, or any felony or crime of moral turpitude; (e) Executive’s inability which impairs the Employee's ability to perform his duties with the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s deathCompany. In the event Executive’s Employee's employment is terminated in accordance with this Section subsection 7.1, Executive Employee shall be entitled to receive only Executive’s the Base Salary then in effect, prorated pro rated to the date of Executive’s termination termination. Employee will also be permitted to retain all rights to fringe benefits and/or equity that had vested as of employment with the Company (the “Termination Date”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Datedate of his termination. All other Company obligations to Executive Employee pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive Employee will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubsection 7.2 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) any acts or conduct by Executive that are materially adverse to Company’s interests; (c) Executive’s material breach of this Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (cd) Executive’s breach of the Company’s Employee Nondisclosure Proprietary Information and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Inventions Agreement) (the “Nondisclosure Agreement”); (de) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitudeturpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (ef) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (gh) Executive’s death. In the event of termination based on (b), (c) or (f), Executive will have fifteen (15) days from receipt of notice from Company to cure the issue, if curable. No act or failure to act will be considered “willful” for purposes of this Agreement unless done or failed to be done by Executive intentionally and in bad faith. In the event Executive’s employment is terminated in accordance with this Section subsection 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of Executive’s termination and all benefits accrued through the date of employment with the Company termination (the “Termination DateAccrued Benefits”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as extinguished. In the event of Executive’s termination of employment by the Termination DateCompany for Cause, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubsection 7.2 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a -------------------------------- mutually rewarding employment relationship with Executive, the Company may terminate Executive’s 's employment immediately at any time for Cause. For purposes of this Agreement, “"Cause” " is defined as: (a) acts any act of personal dishonesty taken by the Executive in connection with his responsibilities as an employee which is intended to result in substantial personal enrichment of the Executive; (b) the Executive's conviction of a felony which the Board reasonably believes has had or omissions constituting gross negligence, recklessness or willful misconduct will have a material detrimental effect on the part of Company's reputation or business; (c) a willful act by the Executive with respect which constitutes misconduct and is injurious to Executive’s obligations or otherwise relating to the business of the Company; (bd) Executive’s material breach of this Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (c) Executive’s breach continued willful violations by the Executive of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was Executive's obligations to the Company after there has been delivered to the Executive a written demand for performance from the Company with which describes the Original Agreement) (basis for the “Nondisclosure Agreement”); (d) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitudeCompany's belief that the Executive has not substantially performed his duties; (e) Executive’s inability 's failure to perform the essential functions of Executive’s 's position, with or without reasonable accommodation, due to a mental or physical disability; and (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s 's death. In the event Executive’s 's employment is terminated in accordance with this Section subsection 7.1, Executive shall be entitled to receive only Executive’s the Base Salary then in effect, prorated to the date of Executive’s termination and, if Executive is terminated in calendar year 2002, the guaranteed portion of employment with his Target Bonus, prorated to the Company (the “Termination Date”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Datedate of termination. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive will not be entitled to receive the Severance Package Payment described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubsection 7.2 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) Executive’s material breach of this Agreement, including, without limitation, any breach Agreement or Company’s standard form of Section 8, Section 9 or Section 11confidentiality agreement; (c) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; or (e) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (fd) Executive’s willful neglect of duties as determined in or poor performance. Notwithstanding the sole and exclusive discretion of the Boardforegoing, provided that a termination under subsection 7.1(d) above shall not constitute a termination for “Cause” unless Company has first given Executive has received written notice of the action or omission giving rise offending conduct (such notice shall include a description of remedial actions that Company reasonably deems appropriate to cure such determination offending conduct) and has failed to remedy such situation to the satisfaction of the Board within a thirty (30) days following receipt of day opportunity to cure such written notice, unless offending conduct. In the event Company terminates Executive’s action employment under subsection 7.1(d) above, Company agrees to participate in binding arbitration, if requested by Executive, to determine whether the cause for termination was willful neglect of duties or omission is poor performance as opposed to some other reason that does not subject to cure, in which case no such notice shall be required, or (g) Executive’s deathconstitute Cause under this Agreement. In the event Executive’s employment is terminated in accordance with this Section subsection 7.1, Executive shall be entitled to receive only Executive’s the Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company and any accrued but unpaid vacation (the “Termination DateStandard Entitlements”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Dateextinguished. In addition, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubsection 7.2 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) any acts or conduct by Executive that are materially adverse to Company’s interests; (c) Executive’s material breach of this Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (cd) Executive’s breach of the Company’s Employee Nondisclosure Proprietary Information and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Inventions Agreement) (the “Nondisclosure Agreement”); (de) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitudeturpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (ef) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (gh) Executive’s death. In the event of termination based on (b) or (f), Executive will have fifteen (15) days from receipt of notice from Company to cure the issue, if curable. In the event Executive’s employment is terminated in accordance with this Section subsection 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of Executive’s termination and all benefits accrued through the date of employment with the Company termination (the “Termination DateAccrued Benefits”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubsection 7.2 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with ExecutiveEmployee, the Company may terminate ExecutiveEmployee’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: Cause shall mean (a1) acts the Employee’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or omissions constituting gross negligence, recklessness falsification of any Company documents or willful misconduct on records; (2) the part of Executive with respect Employee’s material failure to Executive’s obligations or otherwise relating to the business of abide by the Company; ’s policies (b) Executive’s material breach of this Agreement, including, without limitation, any breach policies relating to conflicts of Section 8interest, Section 9 or Section 11confidentiality and reasonable workplace conduct) after written notice from the Company of such failure; (c3) Executivethe Employee’s breach unauthorized use, misappropriation, destruction or diversion of any material tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Employee’s improper use or disclosure of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”confidential or proprietary information); (d4) Executivemisconduct by the Employee which has a material detrimental effect on the Company’s reputation or business; (5) the Employee’s repeated failure or inability (other than due to injury or illness) to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; or (6) the Employee’s conviction or entry of a (including any plea of guilty or nolo contendere for contendere) of any criminal act involving fraud, dishonesty, misappropriation or embezzlement, or any felony or crime of moral turpitude; (e) Executiveturpitude and which impairs the Employee’s inability ability to perform his duties with the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s deathCompany. In the event ExecutiveEmployee’s employment is terminated in accordance with this Section 7.1subsection 9.1, Executive Employee shall be entitled to receive only Executive’s the then in effect Base Salary then in effect, prorated pro rated to the date of Executivetermination and Bonus earned through the most recent quarter end. Employee shall also be permitted to retain all rights to fringe benefits that had vested as of the date of his termination. Employee’s rights with respect to LTIP Awards and Option Grants upon termination of employment pursuant to this subsection 9.1 shall be determined in accordance with the Company (LTIP or the “Termination Date”)Option Plan, and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Dateas applicable. All other Company obligations to Executive Employee pursuant to this Agreement will be shall become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive will Employee shall not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubsection 9.2 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations (i) being indicted for or otherwise relating charged with a felony under applicable law or (ii) conviction of, or plea of guilty or nolo contendere to the business of the Companya misdemeanor where imprisonment is imposed (other than for a traffic-related offense); (b) Executive’s material breach perpetration by Executive of this Agreement(i) an illegal act, includingdishonesty, without limitation, or fraud that could cause economic injury to Company or any breach subsidiary or (ii) any act of Section 8, Section 9 or Section 11moral turpitude; (c) Executive’s breach insubordination or refusal to perform Executive’s duties or responsibilities (for any reason other than illness or incapacity) or unsatisfactory performance of the CompanyExecutive’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the duties or responsibilities for Company with the Original Agreement) (the “Nondisclosure Agreement”)or any subsidiary; (d) Executive’s conviction willful misconduct or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, gross negligence with regard to Company or any felony or crime of moral turpitudesubsidiary; (e) Executive’s unlawful appropriation of a material corporate opportunity; (f) Executive’s breach of any agreement with Company or any of its affiliates, including any confidentiality or other restrictive covenant agreement entered into between Executive and Company or any of its affiliates; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, position due to a mental or physical “disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, ;” or (gh) Executive’s death. For purposes of the preceding sentence, “disability” is defined as a condition which would entitle Executive to Long Term Disability benefits under Company’s applicable Long Term Disability Plan. Termination for “disability” under this Agreement will be to the extent permitted by applicable law. In the event of termination based on Section 7.1(b), (c) or (f), Executive will have fifteen (15) days from receipt of notice from Company to cure the issue, if determined curable by Company in its sole discretion. In the event Executive’s employment is terminated in accordance with this Section subsection 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of Executive’s termination and all benefits accrued through the date of employment with the Company termination, including any vested equity compensation awards (the “Termination DateAccrued Benefits”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as extinguished. In the event of the Termination DateExecutive’s termination of employment by Company for Cause, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestPackage.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) Executive’s material breach of this Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (c) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (e) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the BoardCEO, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board CEO within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s death. In the event Executive’s employment is terminated in accordance with this Section 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company (the “Termination Date”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to this Agreement will be automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.813.8. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written request.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; (b) any acts or conduct by Executive that are materially adverse to Company’s interests; (c) Executive’s material breach of this Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (cd) Executive’s breach disclosure of Confidential Information (as defined in Section 9.4 hereof) to any third party in a manner deemed inappropriate by the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy Board of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”)Directors in its sole discretion; (de) Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitudeturpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; (ef) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; (g) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (gh) Executive’s death. In the event of termination based on (b), (c) or (f), Executive will have fifteen (15) days from receipt of notice from Company to cure the issue, if curable. No act or failure to act will be considered “willful” for purposes of this Agreement unless done or failed to be done by Executive intentionally and in bad faith. In the event Executive’s employment is terminated in accordance with this Section subsection 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of Executive’s termination and all benefits accrued through the date of employment with the Company termination (the “Termination DateAccrued Benefits”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as extinguished. In the event of Executive’s termination of employment by the Termination DateCompany for Cause, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8. Executive will not be entitled to receive the Severance Package described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsubsection 7.2 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) acts any act or omissions constituting gross negligenceomission that constitutes a material breach by Executive of any of his material obligations under this Agreement or the Employee Innovations and Proprietary Rights Agreement (in the form attached hereto as Exhibit C), recklessness or willful misconduct on after a written demand for substantial performance is delivered to Executive by the part Board of Directors that specifically identifies the manner in which the Board of Directors believes that Executive with respect to has materially breached such obligations and Executive’s obligations or otherwise relating failure to the business cure such alleged breach not later than 30 days following his receipt of the Companysuch notice; (b) Executive’s material breach conviction of, or plea of this Agreement, including, without limitationnolo contendere to, any breach of Section 8, Section 9 or Section 11felony; (c) Executive’s breach ongoing willful refusal to follow the proper and lawful directions of the Company’s Employee Nondisclosure and Assignment Agreement (Board of Directors after a signed copy of which was written demand for substantial performance is delivered to Executive by the Company with Board of Directors that specifically identifies the Original Agreement) (manner in which the “Nondisclosure Agreement”)Board of Directors believes that Executive has refused to follow its instructions and Executive’s failure to cure such refusal not later than 30 days following his receipt of such notice; or (d) Executive’s conviction any acts or entry omissions constituting willful misconduct by Executive (including any violation of federal securities laws) which is materially and demonstrably injurious to the financial condition or business reputation of Company and its subsidiaries, taken as a plea whole. For purposes of nolo contendere for fraudthis subsection 8.2, misappropriation or embezzlementno act, or any felony failure to act, on the part of Executive shall be considered “willful” unless it is done, or crime of moral turpitude; (e) Executive’s inability omitted to perform the essential functions of Executive’s positionbe done, with by Executive in bad faith or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided belief that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject was in the best interests of Company. Any act, or failure to cureact, in which case no such notice based upon (i) authority given pursuant to a resolution duly adopted by the Board of Directors or (ii) the advice of counsel for Company shall be requiredconclusively presumed to be done, or (g) Executive’s deathomitted to be done, by Executive in good faith and in the best interests of Company. In the event Executive’s employment is terminated in accordance with this Section 7.1subsection 8.2, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of Executive’s termination of employment with the Company (the “Termination Date”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination DateAccrued Benefits. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as of the Termination Date, but will be subject to the surviving provisions of this Agreement set forth in Section 14.8extinguished. Executive will not be entitled to receive the Severance Package benefits described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution or written consent of the Board, subsections 8.3 and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written request8.4 below.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with ExecutiveEmployee, the Company may terminate ExecutiveEmployee’s employment immediately at any time for Cause, after providing notice and the opportunity to cure, if applicable, according to this Section 7.1. For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive Employee with respect to ExecutiveEmployee’s obligations or otherwise relating to the business of the Company; (b) ExecutiveEmployee’s material breach of this Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; and (c) Executive’s breach of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) ExecutiveEmployee’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, in a cumulative amount during the term of this Agreement exceeding $10,000., or any felony or crime of moral turpitude; (e) Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s death. In the event ExecutiveEmployee’s employment is terminated in accordance with this Section 7.1, Executive Employee shall be entitled to receive only ExecutiveEmployee’s Base Salary then in effect, (which shall include any increases thereto pursuant to Section 4.2) prorated to the date of Executive’s termination and reimbursement for approved expenses incurred by Employee in the performance of employment with the Company (Scope of Employment prior to the “Termination Date”), and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Datedate of termination. All other Company obligations to Executive Employee pursuant to this Agreement and pursuant to the Purchase Agreement (defined below) other than pursuant to Article VIII thereof will be become automatically terminated and completely extinguished as extinguished. Additionally, Employee expressly understands, acknowledges, and agrees that his entry into this Agreement with the Company, and his continued service with MEI during the term of this Agreement, were an integral part of the Termination Datetransaction contemplated by the Purchase Agreement. As such, but will be subject to the surviving provisions Employee agrees that in the event that the Company terminates his employment with the Company or MEI during the Term of this Agreement set forth for Cause under (a) above, Employee shall forfeit any unpaid principal amount under the Promissory Note Consideration, and in Section 14.8the event that the Company terminates his employment with the Company or MEI during the Term of this Agreement for Cause under (b) or (c) above, Employee shall return to the Company any amounts paid under the Promissory Note Consideration, and shall also forfeit any unpaid principal amount under the Promissory Note Consideration. Executive Without limiting the foregoing, the Company will provide written notice of what it deems to constitute “Cause” in reasonable detail, and if such Cause falls under (a) or (b) above, Employee will have fifteen (15) days to cure the default or in the event that the default is not be entitled susceptible to receive cure within fifteen (15), Employee will take actions to commence to cure such default and will inform the Severance Package described Company of the proposed time required to cure such default, which the Company may accept or reject. If Company rejects in Section 7.2. Any good faith Employee’s proposed cure time period, then termination pursuant to this Section 7.1 shall be evidenced by a resolution effective fifteen (15) days following the date written notice was provided to Employee. During such cure period, Company may, however, temporarily suspend Employee’s employment and may require that Employee remain off-site or written consent of the Board, without access to Company’s facilities and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written requestsystems.

Termination for Cause by Company. Although the Company anticipates the continuation of a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined asCause if: (a) Executive engages in any acts or omissions constituting gross negligence, recklessness or recklessness, physical harm to any person, breach of trust, willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating dishonesty or engages in conduct that is in bad faith and materially injurious to the business Company, including but not limited to, misappropriation of the Companytrade secrets, fraud or embezzlement; (b) Executive’s Executive breaches a material breach term of this Agreement, including, without limitation, any breach of Section 8, Section 9 or Section 11; (c) Executive’s breach Executive is convicted of the Company’s Employee Nondisclosure and Assignment Agreement (a signed copy of which was delivered to the Company with the Original Agreement) (the “Nondisclosure Agreement”); (d) Executive’s conviction or entry of enters a plea of nolo contendere for fraud, misappropriation or embezzlement, or of any felony crime or crime of moral turpitudeengaging in any conduct which Company, in its discretion, determines has or may adversely impact Company; (d) Executive breaches his fiduciary duties toward Company; (e) ExecutiveExecutive breaches or violates his obligations under the Confidential Information and Invention Assignment Agreement referenced in Section 8 below; (f) Executive persistently fails to satisfactorily perform his duties and responsibilities; (g) Executive refuses to follow or implement a specific, lawful direction or order of the Company or its Board of Directors provided that the Company notifies the Company’s inability independent registered public accounting firm of such direction or order upon such refusal by Executive and Executive continues such refusal after such notification; (h) the Company restates any financial statement filed with the SEC after December 1, 2008 or note thereto resulting from, arising out of or in connection with any negligent act or omission of Executive and the Company files a notification of Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review under Form 8-K, other than restatements solely caused by accounting rule changes effected after the filing date of such financial statement or note or restatements to the Annual Report on Form 10-K for the year ending December 31, 2008 or any year prior to such year; or (i) Executive dies or becomes mentally or physically incapacitated and cannot perform the essential functions and duties of Executive’s his position, with or without reasonable accommodation, due to a mental or physical disability; (f) Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board, provided that Executive has received written notice of the action or omission giving rise to such determination and has failed to remedy such situation to the satisfaction of the Board within thirty (30) days following receipt of such written notice, unless Executive’s action or omission is not subject to cure, in which case no such notice shall be required, or (g) Executive’s death. In the event Executive’s employment is terminated in accordance with this Section 7.16.1, Executive shall be entitled to receive only Executive’s (x) his Base Salary then in effect, prorated earned through the date of such termination, (y) benefits coverage through the date of such termination, and (z) reimbursement of business expenses properly incurred prior to the date of Executivesuch termination and submitted in accordance with the Company’s termination policies (collectively referred to as “Standard Entitlements”). All benefits and perquisites of employment with shall cease as of the Company (the “Termination Date”)date of termination, and all amounts and benefits earned or incurred pursuant to Sections 5 and 6 through the Termination Date. All other Company obligations to Executive pursuant to this Agreement will be become automatically terminated and completely extinguished as on the date of termination. Without limiting the Termination Dateforegoing, but will be subject to in the surviving provisions event of this Agreement set forth in Section 14.8. a termination for Cause, Executive will not be entitled eligible to receive the Severance Package Benefits or any part thereof described in Section 7.2. Any termination pursuant to this Section 7.1 shall be evidenced by a resolution subparagraph 6.2 or written consent of the Board, and the Company shall provide Executive with a copy of such resolution or written consent, certified by the Secretary of the Company, upon Executive’s written request6.4 below.