Common use of Termination for Cause or Without Good Reason Clause in Contracts

Termination for Cause or Without Good Reason. Executive shall have the right to terminate her employment without Good Reason. Upon the termination of Executive’s employment by the Company for Cause (as defined below), or by Executive without Good Reason, the Company shall have no further obligation hereunder, except for the payment of any Accrued Obligations and, where applicable, the Company’s compliance with its obligations under Section 1(h) below. As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there are not otherwise grounds to terminate Executive’s employment for Cause; (ii) a material breach by Executive of a fiduciary duty owed to the Company; provided that the CEO determines, in the CEO’s good faith discretion, that such material breach undermines the CEO’s confidence in Executive’s fitness to continue in her position, as evidenced in writing from the CEO; (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 hereof; provided, however, that in the event such material breach is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a written demand for cure by the CEO, which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the covenants made by Executive in Section 2 hereof; (iv) the willful or gross neglect by Executive of the material duties required by this Agreement following receipt of written notice from the CEO which specifically identifies the nature of such willful or gross neglect and a reasonable opportunity to cure; or (v) a knowing and material violation by Executive of any Company policy pertaining to ethics, wrongdoing or conflicts of interest.

Termination for Cause or Without Good Reason. Executive shall have The Company may terminate the right to terminate her employment without Good Reason. Upon the termination of Executive’s employment by pursuant to the Company terms of this Agreement at any time for Cause (as defined below)) by giving the Executive written notice of termination setting forth in reasonable detail the basis for such termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or by in the event the Executive terminates his employment with the Company without “Good Reason,” as defined below, then the Company Executive shall have no further obligation hereunderright to compensation, or reimbursement under Section 3, or to participate in any Executive benefit programs under Section 4, except as may otherwise be provided by law, for any period subsequent to the payment effective date of any Accrued Obligations and, where applicable, the Company’s compliance with its obligations under Section 1(h) belowtermination. As used hereinFor purposes of this Agreement, “Cause” shall meanbe: (i) the plea of guilty indictment for fraud or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there are not otherwise grounds to terminate Executive’s employment for Causefelonious criminal conduct; (ii) a material breach by Executive of a fiduciary duty owed to the Company; provided that the CEO determines, in the CEO’s good faith discretion, that such material breach undermines the CEO’s confidence in Executive’s fitness to continue in her position, as evidenced in writing from the CEOhabitual drunkenness or drug addiction; (iii) material sanctions against Executive, imposed or consented to, in his capacity as an employee of Company by regulatory agencies governing Company or against Company because of wrongful acts or conduct of Executive which have a material adverse affect upon the Company and its business; (iv) material breach or default by Executive of any of the covenants made by Executive in Section 2 hereof; providedmaterial terms or conditions of this Agreement, however, that in and the event continuation of such material breach is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a written demand for cure by the CEO, which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the covenants made or default by Executive in Section 2 hereof; (iv) for a period of ten days following the willful or gross neglect by Executive date of the material duties required by this Agreement following receipt of written notice from Company specifying the CEO which specifically identifies the nature breach or default of such willful or gross neglect and a reasonable opportunity to cureExecutive; or (v) the resignation or quitting of Executive prior to the end of the Term, if applicable, (in this last event, Employee’s employment shall be deemed terminated with Cause on the date that he resigns or quits); (vi) the determination by the Company, based upon clear and convincing evidence, after a knowing reasonable and good-faith investigation by the Company of Executive’s misuse or conversion of Company assets or funds, (vii) any act of willful or intentional misconduct, or a grossly negligent act by the Executive having the effect of injuring, in a material violation way (as determined in good-faith by the Company), the business or reputation of the Company, including but not limited to, any officer, director, or executive of the Company, or (viii) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company following a written allegation by another employee of the Company, that the Executive engaged in some form of any Company policy pertaining to ethicsharassment prohibited by law (including, wrongdoing without limitation, age, sex or conflicts of interestrace discrimination) unless the Executive’s actions were specifically directed by the Board.

Termination for Cause or Without Good Reason. Executive shall have the right to terminate her employment without Good Reason. Upon the termination of Executive’s employment by the Company for Cause (as defined below), or by Executive without Good Reason, the Company shall have no further obligation hereunder, except for the payment of any Accrued Obligations and, where applicable, the Company’s compliance with its obligations under (as defined in Section 1(h1(f) below). As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there are not otherwise grounds to terminate Executive’s employment for Cause; (ii) a material breach by Executive of a fiduciary duty owed to the Company; provided that the CEO Reporting Officer determines, in the CEOReporting Officer’s good faith discretion, that such material breach undermines the CEOReporting Officer’s confidence in Executive’s fitness to continue in her his position, as evidenced in writing from the CEOReporting Officer; (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 3 hereof; provided, however, that in the event such material breach is curable, Executive shall have failed to remedy undertake such material breach cure as soon as reasonably possible, but, in any instance, within ten thirty (1030) days of Executive having received a written demand for cure by the CEOReporting Officer, which demand specifically identifies the manner in which the Company believes determines that Executive has materially breached any of the covenants made by Executive in Section 2 3 hereof; (iv) the willful or gross neglect by Executive of the material duties required by this Agreement following receipt of written notice from the CEO Reporting Officer which specifically identifies the nature of such willful or gross neglect and a reasonable opportunity to cure; or (v) a knowing and material violation by Executive of any Company policy pertaining to ethics, wrongdoing or conflicts of interest.

Termination for Cause or Without Good Reason. Executive shall have the right to terminate her his employment without Good Reason. Upon the termination of Executive’s employment by the Company for Cause (as defined below), or by Executive without Good Reason, the Company shall have no further obligation hereunder, except for the payment of any Accrued Obligations and, where applicable, the Company’s compliance with its obligations under Section 1(h) belowObligations. As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there are not otherwise grounds to terminate Executive’s employment for Cause; (ii) a material breach by Executive of a fiduciary duty owed to the Company; provided that the CEO CFO determines, in the CEOCFO’s good faith discretion, that such material breach undermines the CEOCFO’s confidence in Executive’s fitness to continue in her his position, as evidenced in writing from the CEOCFO; (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 hereof; provided, however, that in the event such material breach is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a written demand for cure by the CEOCFO, which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the covenants made by Executive in Section 2 hereof; (iv) the willful or gross neglect by Executive of the material duties required by this Agreement following receipt of written notice from the CEO which specifically identifies the nature of such willful or gross neglect and a reasonable opportunity to cure; or (v) a knowing and material violation by Executive of any Company policy pertaining to ethics, wrongdoing or conflicts of interest.;

Termination for Cause or Without Good Reason. Executive shall have the right to terminate her his employment without Good Reason. Upon the termination of Executive’s employment by the Company for Cause (as defined below), or by Executive without Good Reason, the Company shall have no further obligation hereunder, except for the payment of any Accrued Obligations and, where applicable, the Company’s compliance with its obligations under Section 1(h) below. As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there are not otherwise grounds to terminate Executive’s employment for Cause; (ii) a material breach by Executive of a fiduciary duty owed to the Company; provided that the CEO determines, in the CEO’s good faith discretion, that such material breach undermines the CEO’s confidence in Executive’s fitness to continue in her his position, as evidenced in writing from the CEO; (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 hereof; provided, however, that in the event such material breach is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a written demand for cure by the CEO, which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the covenants made by Executive in Section 2 hereof; (iv) the willful or gross neglect by Executive of the material duties required by this Agreement following receipt of written notice from the CEO which specifically identifies the nature of such willful or gross neglect and a reasonable opportunity to cure; or (v) a knowing and material violation by Executive of any Company policy pertaining to ethics, wrongdoing or conflicts of interest.

Termination for Cause or Without Good Reason. Executive shall have the right to terminate her resign his employment without Good Reason. Upon the termination of Executive’s employment by the Company for Cause (as defined below), or by Executive without Good Reason, the Company shall have no further obligation hereunder, except for the payment of any Accrued Obligations and, where applicable, the Company’s compliance with its obligations under Section 1(h(as defined in paragraph 1(f) below). As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there are not otherwise grounds to terminate Executive’s employment for Cause; (ii) a material breach by Executive of a fiduciary duty owed to the Company; provided that the CEO Board determines, in the CEOBoard’s good faith discretion, that such material breach undermines the CEOBoard’s confidence in Executive’s fitness to continue in her his position, as evidenced in writing from the CEOBoard; (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 4 hereof; provided, however, that in the event such material breach is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a written demand for cure by the CEOBoard, which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the covenants made by Executive in Section 2 4 hereof; (iv) the willful or gross neglect by Executive of the material duties required by this Agreement following receipt of written notice from the CEO Board which specifically identifies the nature of such willful or gross neglect and a reasonable opportunity to cure; or (v) a knowing and material violation by Executive of any Company policy pertaining to ethics, wrongdoing or conflicts of interest.

Termination for Cause or Without Good Reason. Executive shall have the right to terminate her employment without Good Reason. Upon the termination of Executive’s employment by the Company for Cause (as defined below), or by Executive without Good Reason, the Company shall have no further obligation hereunder, except for the payment of any Accrued Obligations and, where applicable, the Company’s compliance with its obligations under Section 1(h(as defined in paragraph 1(f) below). As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there are not otherwise grounds to terminate Executive’s employment for Cause; (ii) a material breach by Executive of a fiduciary duty owed to the Company; provided that the CEO determines, in the CEO’s good faith discretion, that such material breach undermines the CEO’s confidence in Executive’s fitness to continue in her his position, as evidenced in writing from the CEO; (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 3 hereof; provided, however, that in the event such material breach is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a written demand for cure by the CEO, which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the covenants made by Executive in Section 2 3 hereof; (iv) the willful or gross neglect by Executive of the material duties required by this Agreement following receipt of written notice from the CEO which specifically identifies the nature of such willful or gross neglect and a reasonable opportunity to cure; or (v) a knowing and material violation by Executive of any Company policy pertaining to ethics, wrongdoing or conflicts of interest.

Termination for Cause or Without Good Reason. Executive shall have The Company may terminate the right to terminate her employment without Good Reason. Upon the termination of Executive’s employment by pursuant to the Company terms of this Agreement at any time for Cause (as defined below)) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or by in the event the Executive terminates his employment with the Company without “Good Reason,” as defined below, then the Company Executive shall have no further obligation hereunderright to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided by law, for any period subsequent to the payment effective date of any Accrued Obligations and, where applicable, the Company’s compliance with its obligations under Section 1(h) belowtermination. As used hereinFor purposes of this Agreement, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission Executive is convicted of a felony offense by or commits a felonious act which is related to the Executive; provided, however, that after indictment, 's employment or the Company may suspend Executive from the rendition business of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there are not otherwise grounds to terminate Executive’s employment for Cause; (ii) a material breach by Executive of a fiduciary duty owed the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in either case, in harm to the Company; provided that the CEO determines, in the CEO’s good faith discretion, that such material breach undermines the CEO’s confidence in Executive’s fitness to continue in her position, as evidenced in writing from the CEO; (iii) a material breach by the Executive of any of misappropriates Company funds or otherwise defrauds the covenants made by Executive in Section 2 hereof; provided, however, that in the event such material breach is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a written demand for cure by the CEO, which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the covenants made by Executive in Section 2 hereofCompany; (iv) the willful Executive breaches his fiduciary duty to the Company resulting in profit to him, directly or gross neglect by indirectly; (v) the Executive materially breaches any agreement with the Company; (vi) the Executive breaches any provision of Sections 7 or 8 of this Agreement; (vii) the Executive materially fails to competently perform his duties under Section 3 and after the giving of notice specifying with reasonable particularity any alleged deficiency(ies) fails to cure the alleged deficiency(ies) within 30 days; (viii) the Executive suffers from alcoholism or drug addiction; (ix) the Executive has been found to have committed any act or have failed to take any action which results in the Company’s common stock being delisted or not listed for trading on the Over-the-Counter Bulletin Board or a national securities exchange, as applicable; (x) the Executive fails on more than one occasion to comply with the directive’s of the material duties required by this Agreement following receipt Company’s Board of written notice from the CEO which specifically identifies the nature of such willful or gross neglect and a reasonable opportunity to cureDirectors; or (vxi) a knowing and material violation the Executive fails or refuses to cooperate in any official investigation or inquiry conducted by Executive or on behalf of the Company or by any government body or agency asserting jurisdiction over the Company policy pertaining to ethics, wrongdoing or conflicts any of interestits securities.

Termination for Cause or Without Good Reason. Executive shall have the right to terminate her employment without Good Reason. Upon the termination of Executive’s employment by the Company for Cause (as defined below), or by Executive without Good Reason, the Company shall have no further obligation hereunder, except for the payment of any Accrued Obligations and, where applicable, the Company’s compliance with its obligations under Section 1(h(as defined in paragraph 1(f) below). As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there are not otherwise grounds to terminate Executive’s employment for Cause; (ii) a material breach by Executive of a fiduciary duty owed to the Company; provided that the CEO determines, in the CEO’s good faith discretion, that such material breach undermines the CEO’s confidence in Executive’s fitness to continue in her position, as evidenced in writing from the CEO; (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 4 hereof; provided, however, that in the event such material breach is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a written demand for cure by the CEO, which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the covenants made by Executive in Section 2 4 hereof; (iv) the willful or gross neglect by Executive of the material duties required by this Agreement following receipt of written notice from the CEO which specifically identifies the nature of such willful or gross neglect and a reasonable opportunity to cure; or (v) a knowing and material violation by Executive of any Company policy pertaining to ethics, wrongdoing or conflicts of interest.

Termination for Cause or Without Good Reason. Executive shall have the right to terminate her employment without Good Reason. Upon the termination of Executive’s employment by the Company for Cause (as defined below), or by Executive without Good Reason, the Company shall have no further obligation hereunder, except for the payment of any Accrued Obligations and, where applicable, the Company’s compliance with its obligations under Section 1(h) belowObligations. As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there are not otherwise grounds to terminate Executive’s employment for Cause; (ii) a material breach by Executive of a fiduciary duty owed to the Company; provided that the CEO COO determines, in the CEOCOO’s good faith discretion, that such material breach undermines the CEOCOO’s confidence in Executive’s fitness to continue in her position, as evidenced in writing from the CEOCOO; (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 hereof; provided, however, that in the event such material breach is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a written demand for cure by the CEOCOO, which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the covenants made by Executive in Section 2 hereof; (iv) the willful or gross neglect by Executive of the material duties required by this Agreement following receipt of written notice from the CEO which specifically identifies the nature of such willful or gross neglect and a reasonable opportunity to cure; or (v) a knowing and material violation by Executive of any Company policy pertaining to ethics, wrongdoing or conflicts of interest.;

Termination for Cause or Without Good Reason. Executive shall have The Company may terminate the right to terminate her employment without Good Reason. Upon the termination of Executive’s employment by pursuant to the Company terms of this Agreement at any time for Cause (as defined below)) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or by in the event the Executive terminates his employment with the Company without “Good Reason,” as defined below, then the Company Executive shall have no further obligation hereunderright to compensation, or reimbursement under Section 4, or to participate in any benefit programs under Section 5, except as may otherwise be provided by law, for any period subsequent to the payment effective date of any Accrued Obligations and, where applicable, the Company’s compliance with its obligations under Section 1(h) belowtermination. As used hereinFor purposes of this Agreement, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission Executive is convicted of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed misdemeanor or otherwise dropped and there are not otherwise grounds to terminate Executive’s employment for Causecommits a criminal act; (ii) a material breach by Executive of a fiduciary duty owed the Executive, in carrying out his duties hereunder, has acted with ordinary negligence, gross negligence or intentional misconduct resulting, in any case, in harm to the Company; provided that the CEO determines, in the CEO’s good faith discretion, that such material breach undermines the CEO’s confidence in Executive’s fitness to continue in her position, as evidenced in writing from the CEO; (iii) a material breach by the Executive of any of misappropriates Company funds or otherwise defrauds the covenants made by Executive in Section 2 hereof; provided, however, that in the event such material breach is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a written demand for cure by the CEO, which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the covenants made by Executive in Section 2 hereofCompany; (iv) the willful Executive breaches his fiduciary duty to the Company resulting in profit to him, directly or gross neglect indirectly; (v) the Executive materially breaches any agreement with the Company; (vi) the Executive breaches any provision of Sections 7 or 8 of this Agreement; (vii) the Executive fails to competently perform his duties under Section 3 and after the giving of notice specifying with reasonable particularity any alleged deficiency(ies) fails to cure the alleged deficiency(ies) within 30 days; (viii) the Executive suffers from alcoholism or drug addiction or otherwise uses alcohol to excess or uses drugs in any form except strictly in accordance with the recommendation of a physician or dentist; (ix) the Executive has been found to have committed any act or have failed to take any action which results in the Parents common stock being delisted or not listed for trading on the Over-the-Counter Bulletin Board or a national securities exchange, as applicable; (x) the Executive is chronically absent or tardy after being warned by the Company; (xi) the Executive fails on more than occasion to comply with the directive’s of the material duties required by this Agreement following receipt Company’s Board of written notice from the CEO which specifically identifies the nature of such willful or gross neglect and a reasonable opportunity to cureDirectors; or (vxii) a knowing and material violation the Executive fails or refuses to cooperate in any official investigation or inquiry conducted by Executive or on behalf of the Company or the Parent or by any government body or agency asserting jurisdiction over the Company policy pertaining to ethics, wrongdoing or conflicts the Parent or any of interestits or their securities.

Termination for Cause or Without Good Reason. Executive shall have the right to terminate her his employment without Good Reason. Upon the termination of Executive’s employment by the Company for Cause (as defined below), or by Executive without Good Reason, the Company shall have no further obligation hereunder, except for the payment of any Accrued Obligations and, where applicable, the Company’s compliance with its obligations under Section 1(h) below. As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there are not otherwise grounds to terminate Executive’s employment for Cause; (ii) a material breach by Executive of a fiduciary duty owed to the Company; provided that the CEO Board determines, in the CEOBoard’s good faith discretion, that such material breach undermines the CEOBoard’s confidence in Executive’s fitness to continue in her his position, as evidenced in writing from the CEOBoard; (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 hereof; provided, however, that in the event such material breach is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a written demand for cure by the CEOBoard, which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the covenants made by Executive in Section 2 hereof; (iv) the willful or gross neglect by Executive of the material duties required by this Agreement following receipt of written notice from the CEO Board which specifically identifies the nature of such willful or gross neglect and a reasonable opportunity to cure; or (v) a knowing and material violation by Executive of any Company policy pertaining to ethics, wrongdoing or conflicts of interest.

Termination for Cause or Without Good Reason. Executive shall have The Company may terminate the right to terminate her employment without Good Reason. Upon the termination of Executive’s employment by pursuant to the Company terms of this Agreement at any time for Cause (as defined below)) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or by in the event the Executive terminates his employment with the Company without “Good Reason,” as defined below, then the Company Executive shall have no further obligation hereunderright to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided by law, for any period subsequent to the payment effective date of any Accrued Obligations and, where applicable, the Company’s compliance with its obligations under termination. For purposes of this Section 1(h) below. As used herein6(b), “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission Executive is convicted of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed misdemeanor or otherwise dropped and there are not otherwise grounds to terminate Executive’s employment for Causecommits a criminal act; (ii) a material breach by Executive of a fiduciary duty owed the Executive, in carrying out his duties hereunder, has acted with ordinary negligence, gross negligence or intentional misconduct resulting, in any case, in harm to the Company; provided that the CEO determines, in the CEO’s good faith discretion, that such material breach undermines the CEO’s confidence in Executive’s fitness to continue in her position, as evidenced in writing from the CEO; (iii) a material breach by the Executive of any of misappropriates Company funds or otherwise defrauds the covenants made by Executive in Section 2 hereof; provided, however, that in the event such material breach is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a written demand for cure by the CEO, which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the covenants made by Executive in Section 2 hereofCompany; (iv) the willful Executive breaches his fiduciary duty to the Company resulting in profit to him, directly or gross neglect indirectly; (v) the Executive materially breaches any agreement with the Company; (vi) the Executive breaches any provision of Sections 7 or 8 of this Agreement; (vii) the Executive fails to competently perform his duties under Section 2; (viii) the Executive suffers from alcoholism or drug addiction or otherwise uses alcohol to excess or uses drugs in any form except strictly in accordance with the recommendation of a physician or dentist; (ix) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court or a state court enjoining the Executive from violating any securities law administered or regulated by the Securities and Exchange Commission or a state securities regulator; (x) the Executive becomes subject to a cease and desist order or other order issued by the Securities and Exchange Commission or a state securities regulator after an opportunity for a hearing (xi) it is later determined that the Executive fraudulently concealed facts or made misrepresentations concerning the trade secrets, technical “know-how” and proprietary information assigned by the Executive to the Company; (xii) the Employee has been found to have committed any act or have failed to take any action which results in the Company’s common stock being delisted or not listed for trading on the Over-the-Counter Bulletin Board, the Nasdaq Stock Market or a national securities exchange, as applicable; (xiii) the Employee is chronically absent or tardy after being warned by the Company; (xiv) the Executive fails on more than occasion to comply with the directive’s of the material duties required by this Agreement following receipt Company’s board of written notice from the CEO which specifically identifies the nature of such willful or gross neglect and a reasonable opportunity to curedirectors; or (vxv) a knowing and material violation the Employee fails or refuses to co-operate in any official investigation or inquiry conducted by Executive or on behalf of the Company or by any government body or agency asserting jurisdiction over the Company policy pertaining to ethics, wrongdoing or conflicts any of interestits securities.