Common use of By the Company for Cause Clause in Contracts

By the Company for Cause. The Company shall have the right to terminate your employment hereunder at any time for “Cause.” For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive’s employment hereunder at any time and the Period of Agreement immediately for “Cause.” For purposes of this Agreement onlyAgreement, “Cause” shall be defined to include means (1i) the commission of (x) a felony or (y) a misdemeanor (excluding a xxxxx misdemeanor) involving dishonesty, fraud, financial impropriety, or moral turpitude; (ii) any knowing or deliberate violation of a requirement of the Xxxxxxxx-Xxxxx Act of 2002 or other material provision of the federal securities laws; (iii) willful neglect or willful misconduct in the performance discharge of your the Executive’s duties (after receiving written notice from the Board specifying the manner in which the Executive is alleged to have willfully failed properly to discharge the Executive’s duties and responsibilities hereunderafter having had the opportunity to cure such failure within thirty (30) days from receipt of such notice), (2iv) your material failure, refusal any willful conduct that could reasonably be anticipated to result in or inability materially contribute to (other than for reasons of disabilitywhether by act or by omission to act) to perform your duties and responsibilities hereunder or to carry out any lawful direction a violation by the Company of the CEO Permanent Injunction dated November 26, 2002 (the “Permanent Injunction”) or other orders binding on the BoardCompany issued by the Xxxxxxxxx Xxx X. Rakoff of the U.S. District Court of the Southern District of New York (the “Court”), or (3v) material breach by you of a material term the Executive of this Agreement, including any of the Employee Invention covenants contained herein. In the event that the Company asserts that grounds exist for termination with Cause, prior to such termination, it shall so notify the Executive and Non-Disclosure Agreement, or within fifteen (15) days shall afford the Executive a hearing before the Board regarding any other agreement between you and disputed facts. The Board shall make a final determination regarding the Company, (4) conviction existence of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation “Cause” upon completion of any statutory or fiduciary duty owed to the Company; such hearing, provided, however, that in any determination that “Cause” exists shall require an affirmative vote of two-thirds (2/3) of the event non-employee directors of a potential termination under subclauses 2the Company. If any such determination remains pending after such fifteen (15)-day period, 3, or 5 above, the Company shall be entitled to suspend the Executive’s duties (with full pay) pending determination of the existence of “Cause”; provided that such termination may period of suspension shall not occur until at least exceed thirty (30) days after the Company has provided you days. The Executive’s acts or omissions shall not be “willful” if conducted in good faith and with a detailed written notice reasonable belief that such conduct was in the best interests of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountCompany.

By the Company for Cause. The Company shall have the right to may terminate your Executive’s employment hereunder for Cause (as defined below) at any time for “Cause.” effective upon written notice to Executive. For purposes of this Agreement onlyhereof, the term “Cause” shall be defined mean that the Board has determined that Executive has (a) engaged in conduct amounting to include (1) material misconduct in fraud or dishonesty against the performance of your duties and responsibilities hereunderCompany, (2b) your material failure, refusal or inability (other than for reasons knowingly refused to follow the reasonable directions of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3c) breach by you engaged in unethical conduct, (d) knowingly violated the law in the course of a material term performance of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and duties of his employment with the Company, (4e) conviction repeatedly been absent from work without a reasonable excuse, (f) been intoxicated with alcohol while on the Company’s premises during regular business hours, (g) used illegal drugs, (h) been convicted of or plea of pled guilty or nolo contendere to, to a felony or other a crime involving moral turpitude, (i) gross failure of, or imprisonment for any crime; willfully neglecting to perform, a duty in performance of his duties as set forth in this Agreement, or (5j) your committed a material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your breach or violation of the terms of this Agreement or any statutory or fiduciary duty owed other agreement to which Executive and the Company; providedCompany are parties and which breach constitutes grounds for termination for Cause under this Section 6.03. The Company and Executive agree, however, that that, in the event case of a potential termination under subclauses 2items (b), 3(e), or 5 (i), and (j) above, such termination the Company may not occur until at least terminate Executive’s employment for Cause unless Executive has failed to remedy such failures within thirty (30) days following written notice by the Company to Executive specifically identifying the failures the Company claims of the Executive and the actions Executive reasonably needs to take to remedy such failures. In the event that the Company determines that the Executive has failed to remedy such failures after the required notice is provided and moves forward with termination under this section, the Company has provided you with shall provide Executive at the time of termination a detailed written notice statement of the ground(s) for such potential the termination, including a full description of all facts and then only if in circumstances relied upon for the reasonable determination termination. With respect to items (a), (c), (d), (f), (g), and (h), the Company shall provide Executive at the time of termination a written statement of the CEO or ground(s) for the Board you have failed to correct termination, including a full description of all facts and circumstances relied upon for the behavior giving rise to such potential termination. Notwithstanding any other provision of this AgreementSection 6.03 to the contrary, in any resignation by Executive following the event occurrence of facts or circumstances that would constitute Cause shall not preclude the Company from treating Executive’s termination as a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountCause.

By the Company for Cause. The Company may terminate the Executive's status as an employee for Cause by notifying the Executive, in writing, of such termination in accordance with Section 5(e). As used herein, "Cause" shall have mean (i) the right willful and continuing failure by the Executive to terminate your employment hereunder at perform the duties contemplated by this Agreement (other than any failure resulting from a certified disability of the type specified in Section 5(b)) within a reasonable period of time after a written demand for “Cause.” substantial performance as delivered to the Executive by a duly authorized member or representative of the Company's Board which specifically identifies the manner in which it is alleged that the Executive has not substantially performed such services, (ii) the conviction of a felony or (iii) the willful engaging by the Executive in gross misconduct injurious to the Company or the Bank. For purposes of this Agreement onlyAgreement, “Cause” an act or failure to act on the Executive's part shall be defined considered "willful" if done or omitted to include (1) material misconduct in be done without a reasonable belief that such action or omission was in, or not opposed to, the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction best interests of the CEO Company or the BoardBank. Any act or failure to act by the Executive that is based upon authority given pursuant to a resolution duly adopted by the Company's Board or based upon the advice of counsel for the Company shall be presumed to be done or omitted to be done by the Executive with a reasonable belief that such action was in, (3) breach by you or not opposed to, the best interests of the Company or the Bank. Notwithstanding the foregoing, the Executive's employment may not be terminated for Cause unless and until there shall have been delivered to the Executive a copy of a material term resolution duly adopted by the affirmative vote of this Agreement, not less than three-fourths of the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and entire membership of the Company, 's Board (4not counting the Executive) conviction at a meeting of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment the Company's Board and held for any crime; the purpose (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Company; provided's Board), however, finding that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice good faith opinion of the ground(s) for such potential termination, and then only if in Company's Board the reasonable determination Executive was guilty of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, conduct set forth in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you clauses (i) your Base Salary through the date of your termination), (ii) your accrued but unused vacation, or (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to of this paragraph and specifying the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountparticulars thereof.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive’s employment hereunder for Cause at any time for “upon notice to the Executive setting forth in reasonable detail the nature of such Cause.” For purposes of this Agreement only, . The following events or conditions shall constitute “Cause” shall be defined for termination: (i) the willful and continued failure of the Executive to include (1) material misconduct in the performance of your perform substantially his duties and responsibilities hereunder, (2) your material failure, refusal or inability for the Company (other than any such failure resulting from Executive’s death or Disability) after a written demand by the Board for reasons of disability) substantial performance is delivered to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach Executive by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere towhich specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties and responsibilities, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material which willful and continued failure to comply with Company written policies, including but is not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to cured by the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least Executive within thirty (30) days after of his receipt of such written demand; (ii) the Company has provided you with a detailed written notice material breach by the Executive of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other material provision of this Agreement, if such breach results in a material adverse effect on the event Company or its Subsidiaries and if the breach is not cured by the Executive within thirty (30) days of his receipt of such written demand therefore (for the avoidance of doubt, the violation of Section 8.1, 8.3 and 8.5 of this Agreement shall be considered an immediate material breach of a material provision of this Agreement and not subject to the foregoing notice or cure provisions); (iii) the commission of fraud, embezzlement or theft by the Executive; (iv) the conviction of the Executive of, or plea by the Executive of nolo contendre to, any felony or any other crime involving dishonesty or moral turpitude. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause pursuant to this paragraphCause, the Company shall only be obligated have no further obligation or liability to pay you (i) your the Executive hereunder, other than for payment of any Base Salary earned but unpaid through the date Date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to Termination. Without limiting the calendar year immediately preceding the year in which your employment is terminated, based on the achievement generality of the performance milestones established for such calendar year in accordance with Section 3(b)foregoing, as determined by the Board of Directors, Executive shall not be entitled to receive any Discretionary Bonus amounts which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but not been paid prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans Date of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountTermination hereunder for Cause.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive's employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute "Cause" for “Cause.” For purposes termination: (i) the willful and continued failure of this Agreement only, “Cause” shall be defined the Executive to include (1) material misconduct in the performance of your perform substantially his duties and responsibilities hereunder, (2) your material failure, refusal or inability for the Company (other than for reasons of disabilityany such failure resulting from Executive's death or Disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of after a written demand by the CEO or for substantial performance is delivered to the Board, (3) breach Executive by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere towhich specifically identifies the manner in which the CEO believes that the Executive has not substantially performed his duties and responsibilities, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material which willful and continued failure to comply with Company written policies, including but is not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to cured by the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least Executive within thirty (30) days after of his receipt of such written demand; (ii) the Company has provided you with a detailed written notice material breach by the Executive of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other material provision of this Agreement, if such breach results in a material adverse effect on the event Company or its Subsidiaries and if the breach is not cured by the Executive within thirty (30) days of his receipt of such written demand therefore (for the avoidance of doubt, the violation of Section 8.1, 8.3 and 8.5 of this Agreement shall be considered an immediate material breach of a material provision of this Agreement and not subject to the foregoing notice or cure provisions); (iii) the commission of fraud, embezzlement or theft by the Executive; (iv) the conviction of the Executive of, or plea by the Executive of nolo contendre to, any felony or any other crime involving dishonesty or moral turpitude. Upon the giving of notice of termination of the Executive's employment hereunder for Cause pursuant to this paragraphCause, the Company shall only be obligated have no further obligation or liability to pay you (i) your the Executive hereunder, other than for payment of any Base Salary earned but unpaid through the date Date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to Termination. Without limiting the calendar year immediately preceding the year in which your employment is terminated, based on the achievement generality of the performance milestones established for such calendar year in accordance with Section 3(b)foregoing, as determined by the Board of Directors, Executive shall not be entitled to receive any Discretionary Bonus amounts which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but not been paid prior to the date such determination (Date of Termination hereunder for Cause or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountMaterial Adverse Event.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause (defined below) at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause, which termination shall take immediate effect. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the right to terminate your employment hereunder at Executive, other than for Final Compensation. Any Equity Awards that are unvested will be forfeited, and any time for “Cause.” Equity Awards that are vested but unexercised will expire on the earlier of one year after the Termination Date or the stated expiration date (if not earlier exercised). For purposes of this Agreement onlyand any Equity Awards with respect hereto, “Cause” shall be defined to include means the Executive’s (1i) material misconduct in the performance of your duties and responsibilities hereundercommission of, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere guilty or no contest to, a felony or other crime involving moral turpitudeturpitude (ii) commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Affiliate; (iii) conduct that brings or is reasonably likely to bring the Company or an Affiliate negative publicity or into public disgrace, embarrassment, or imprisonment for any crimedisrepute; (5iv) your gross negligence or willful misconduct with respect to the Company or an Affiliate; (v) material failure violation of state or federal securities laws; (vi) material violation of the Company’s written policies or codes of conduct that have been provided to comply with Company written policiesExecutive, including but not limited written policies related to Equal Employment Opportunity discrimination, harassment, performance of illegal or unethical activities, and Harassment policiesethical misconduct, Professional Conduct policyor (vii) theft, and/or Code of Business Conduct and Ethics policy; and (6) your violation material dishonesty, or falsification of any statutory documents or fiduciary duty owed records related to the Company; providedCompany or any Affiliate. Provided, however, that in the case of clauses (ii) through (vii) of the foregoing definition there shall be no determination of Cause hereunder unless the Executive has been given (a) written notice from the CEO stating the specific event asserted to constitute Cause and, solely to the extent curable, a reasonable manner of a potential termination under subclauses 2, 3, or 5 above, curing such termination may not occur until at least thirty (30) event within 60 days after the Company has provided you with knowledge of such event (such notice, a detailed written notice of the ground(s“Company Notice”) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(bb), as determined by the Board if curable, a period of Directors, which determination may occur either before 30 days following receipt of such notice to remedy or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior otherwise cure such event and fails to the date remedy or otherwise cure such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) event within such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any 30 day time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountperiod.

By the Company for Cause. The Company At the election of the Company, for Cause, provided that prior to a termination of Executive’s employment pursuant to subsection (iii), below, Executive shall have thirty (30) days to cure in all material respects such Cause event(s) following Executive’s receipt of written notice by the right to terminate your employment hereunder at any time for “Cause.” Company, which notice shall specifically identify the Cause upon which the termination is based and after Executive has been given such notice. For the purposes of this Agreement onlyAgreement, “Cause” shall be defined to include means (1i) material misconduct in the performance of your duties and responsibilities hereunderExecutive’s conviction of, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of guilty or nolo contendere to, a felony or other a crime involving moral turpitude, (ii) Executive’s commission of any crime involving fraud or imprisonment for any crime; material dishonesty in connection with Executive’s employment by the Company, (5iii) your material Executive’s willful and repeated failure to comply with substantially perform his duties to the Company written policiesor material breach of this Agreement, including but not limited Executive’s continued participation in any Outside Activities after the Compensation Committee has notified Executive that such Outside Activities materially interfere or conflict with Executive’s duties hereunder. No act or failure to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code act shall be deemed “willful” for the purposes of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3this Agreement unless done, or 5 abovefailed to be done, such by Executive intentionally and in bad faith. Any termination may not occur until at least thirty for Cause shall be effected by a resolution of the majority of the disinterested members of the Board of Directors other than Executive (30or members of the Board of Directors appointed by Executive or an Affiliate (as defined below) of Executive) (the “Disinterested Board”). Prior to terminating Executive’s employment for Cause, the Disinterested Board shall deliver to Executive, within ten (10) days after the Company has provided you with occurrence of the act(s), omission(s), event(s) and/or circumstance(s) purportedly constituting Cause hereunder, a detailed written notice setting forth in sufficient detail the act(s), omission(s), event(s) and/or circumstance(s) the Disinterested Board believes in good faith constitute Cause to terminate Executive’s employment. In the event the Disinterested Board delivers to Executive the notice described in the preceding sentence, Executive shall be afforded an opportunity to meet with the Disinterested Board with counsel of Executive’s choosing, upon reasonable notice under the ground(s) for such potential terminationcircumstances, and then only if explain and defend any act(s), omission(s), event(s) and/or circumstances alleged by the Disinterested Board in the reasonable determination of written notice delivered to Executive to constitute grounds for a termination for Cause. If Executive has, and utilizes, such opportunity to be heard, the CEO or the Disinterested Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of shall promptly reaffirm that grounds for a termination for Cause pursuant exist or reinstate Executive to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amounthis position hereunder.

By the Company for Cause. The Company shall have the right to terminate your Executive’s employment hereunder at any time may be terminated by the Company prior to the expiration of the Term for “Cause.” For the purposes of this Agreement onlyAgreement, “Cause” shall be defined to include means (1i) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons as a result of disability) incapacity due to Executive’s Disability or Executive’s death, Executive’s failure or refusal to perform your Executive’s duties and or responsibilities hereunder or to carry out any follow the lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination directions of the CEO or the Board you have failed or Executive’s material breach of any of Executive’s duties and responsibilities under this Agreement or under the Company’s policies with respect to correct its employees or senior officers, in each case, after the behavior giving rise Company provides Executive with written notice of such failure, refusal or breach and Executive fails to cure such potential termination. Notwithstanding failure, refusal or breach within 10 calendar days from the date of delivery of such notice to Executive; (ii) Executive’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent jurisdiction for a felony, or any other provision of this Agreementcrime which, in the Company’s sole discretion, adversely affects the Company or its reputation in the community, or any crime which involves moral turpitude or is punishable by imprisonment; (iii) Executive’s commission of an act of fraud or embezzlement with respect to the Company or any personal dishonesty by Executive with respect the Company or Executive’s obligations to the Company; (iv) Executive’s violation of Executive’s duty of loyalty to the Company or Executive’s breach of Executive’s fiduciary duty to the Company; (v) Executive’s intentional or knowing failure to comply with, or violation of, or causing the Company to fail to comply with or violate, any laws or regulations applicable to the Company, including, without limitation, federal or state securities laws and regulations issued by the Internal Revenue Service; (vi) Executive becoming barred or prohibited by the Securities and Exchange Commission or another governmental entity or a securities exchange or quotation system upon which the Company’s securities are traded from holding Executive’s position with the Company; or (vii) Executive’s use of illegal drugs or other illegal substances. In the event of a termination that Executive is terminated by the Company for Cause pursuant to this paragraphCause, the Company shall only be obligated pay Executive the Standard Termination Benefits (as defined above), after deducting any amounts lawfully owing from Executive to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus Company. After such payments described in Section 3(b) with respect the preceding sentence, the Company shall have no further obligation to Executive, except to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so extent that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you Executive may be entitled by law to exercise any vested stock options or pursuant other equity compensation granted to Executive as contemplated in Exhibit A to this Agreement or otherwise (subject to the benefit terms and conditions of applicable option plans of the Company then in effect (collectively, the “Accrued Obligations”and/or option agreements). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. The Company shall have the right to terminate your Executive’s employment hereunder at any time may be terminated by the Company prior to the expiration of the Term for “Cause.” For the purposes of this Agreement onlyAgreement, “Cause” shall be defined to include means (1i) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons as a result of disability) incapacity due to Executive’s Disability or Executive’s death, Executive’s failure or refusal to perform your Executive’s duties and or responsibilities hereunder or to carry out any follow the lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination directions of the CEO or the Board you have failed or Executive’s material breach of any of Executive’s duties and responsibilities under this Agreement or under the Company’s policies with respect to correct its employees or senior officers, in each case, after the behavior giving rise Company provides Executive with written notice of such failure, refusal or breach and Executive fails to cure such potential termination. Notwithstanding failure, refusal or breach within 10 calendar days from the date of delivery of such notice to Executive; (ii) Executive’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent jurisdiction for a felony, or any other provision of this Agreementcrime which, in the Company’s sole discretion, adversely affects the Company or its reputation in the community, or any crime which involves moral turpitude or is punishable by imprisonment; (iii) Executive’s commission of an act of fraud or embezzlement with respect to the Company or any personal dishonesty by Executive with respect the Company or Executive’s obligations to the Company; (iv) Executive’s violation of Executive’s duty of loyalty to the Company or Executive’s breach of Executive’s fiduciary duty to the Company; (v) Executive’s intentional or knowing failure to comply with, or violation of, or causing the Company to fail to comply with or violate, any laws or regulations applicable to the Company, including, without limitation, federal or state securities laws and regulations issued by the Internal Revenue Service; (vi) Executive becoming barred or prohibited by the Securities and Exchange Commission or another governmental entity or a securities exchange or quotation system upon which the Company’s securities are traded from holding Executive’s position with the Company; or (vii) Executive’s use of illegal drugs or other illegal substances. In the event of a termination that Executive is terminated by the Company for Cause pursuant to this paragraphCause, the Company shall only be obligated pay Executive the Standard Termination Benefits (as defined above), after deducting any amounts lawfully owing from Executive to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus Company. After such payments described in Section 3(b) with respect the preceding sentence, the Company shall have no further obligation to Executive, except to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so extent that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you Executive may be entitled by law to exercise any vested stock options granted to Executive as contemplated in Exhibit A to this Agreement or pursuant otherwise (subject to the benefit terms and conditions of applicable option plans of the Company then in effect (collectively, the “Accrued Obligations”and/or option agreements). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive’s employment hereunder for Cause at any time for “upon notice to the Executive setting forth in reasonable detail the nature of such Cause.” For purposes of this Agreement only, . The following events or conditions shall constitute “Cause” shall be defined for termination: (i) the willful and continued failure of the Executive to include (1) material misconduct in the performance of your perform substantially his duties and responsibilities hereunder, (2) your material failure, refusal or inability for the Company (other than for reasons of disabilityany such failure resulting from Executive’s death or Disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of after a written demand by the CEO or for substantial performance is delivered to the Board, (3) breach Executive by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere towhich specifically identifies the manner in which the CEO believes that the Executive has not substantially performed his duties and responsibilities, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material which willful and continued failure to comply with Company written policies, including but is not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to cured by the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least Executive within thirty (30) days after of his receipt of such written demand; (ii) the Company has provided you with a detailed written notice material breach by the Executive of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other material provision of this Agreement, if such breach results in a material adverse effect on the event Company or its Subsidiaries and if the breach is not cured by the Executive within thirty (30) days of his receipt of such written demand therefore (for the avoidance of doubt, the violation of Section 8.1, 8.3 and 8.5 of this Agreement shall be considered an immediate material breach of a material provision of this Agreement and not subject to the foregoing notice or cure provisions); (iii) the commission of fraud, embezzlement or theft by the Executive; (iv) the conviction of the Executive of, or plea by the Executive of nolo contendre to, any felony or any other crime involving dishonesty or moral turpitude. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause pursuant to this paragraphCause, the Company shall only be obligated have no further obligation or liability to pay you (i) your the Executive hereunder, other than for payment of any Base Salary earned but unpaid through the date Date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to Termination. Without limiting the calendar year immediately preceding the year in which your employment is terminated, based on the achievement generality of the performance milestones established for such calendar year in accordance with Section 3(b)foregoing, as determined by the Board of Directors, Executive shall not be entitled to receive any Discretionary Bonus amounts which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but not been paid prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans Date of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountTermination hereunder for Cause.

By the Company for Cause. The Company shall have the right to may, for Cause, terminate your Executive’s employment hereunder at any time for “Cause.” by written notice to Executive. For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, term “Cause” shall mean Executive’s (i) engaging in fraud against the Company or any other agreement between you and misappropriation of funds of the Company, (4ii) disregard or failure to follow specific and reasonable directives of the Board, (iii) willful failure to perform his duties as President and Chief Executive Officer of the Company, (iv) willful misconduct resulting in material injury to the Company, (v) violation of the terms of the Confidential Information and Intellectual Property Agreement between Executive the Company referred to in Section 11 below, (vi) conviction of of, or Executive’s plea of nolo contendere guilty or no contest to, a felony or other any crime involving moral turpitudeas a material element fraud or dishonesty, or imprisonment for any crime; (5vii) your material failure to comply with Company written policies, including but breach (not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code covered by clauses (i) through (vi) of Business Conduct and Ethics policy; and (6this paragraph) your violation of any statutory or fiduciary duty owed to of the Companyother provisions of this Agreement; provided, howeverthat, that in the event case of a potential termination under subclauses 2(ii), 3(iii) or (vii), Cause shall not exist if the act or 5 above, such termination may not occur until at least omission deemed to constitute Cause is cured (if curable) by Executive within thirty (30) days after the Company has provided you with a detailed written notice thereof to Executive by the Company. For purposes of the ground(s) for such potential terminationforegoing, no act, or failure to act, on Executive’s part shall be considered “willful” unless done, or omitted to be done, by Executive other than in good faith, and then only if without reasonable belief that his action or omission was in the reasonable determination furtherance of the CEO or interests of the Board you have failed to correct the behavior giving rise to such potential terminationCompany. Notwithstanding any other provision of this Agreement, in In the event of a the termination of Executive’s employment under this Section 6(a) for Cause Cause, the Employment Term shall end on the day of such termination and the Company shall pay to Executive, no later than the payroll cycle following Executive’s termination, in one lump sum: (i) any accrued but unpaid Base Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation due to Executive at the date of such termination; and (ii) any amounts owing, but not yet paid, pursuant to this paragraphSection 5 hereof. Except as specifically set forth in Section 9 hereof, the Company shall only be obligated have no further obligations to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountExecutive under this Agreement.

By the Company for Cause. The Company shall have the right Executive’s employment pursuant to terminate your employment hereunder at any time for “Cause.” For purposes of this Agreement only, may be terminated by delivery of a Notice of Termination upon the occurrence of any of the following events (each of which will constitute “Cause” shall be defined for termination): (i) conviction of a felony or of a crime involving misappropriation or embezzlement; (ii) willful and material wrongdoing by the Executive, including, but not limited to, acts of dishonesty or fraud, which have a material adverse effect on the Company or any of its subsidiaries; (iii) repeated material failure of the Executive to include (1) material misconduct in follow the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO Company and its Board of Directors regarding the material duties of employment; or the Board, (3iv) material breach by you the Executive of a material term of obligation under this Agreement, . In order for the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and Company to be entitled to terminate the CompanyExecutive for Cause under this Section 9(d) the following conditions must be met: (A) the Company shall provide written notice to the Executive of the existence of a condition described in clauses (i), (4ii), (iii) conviction or (iv) above within ninety (90) days of or plea the initial existence of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crimesuch condition (which written notice shall specifically identify the manner in which the Company believes the Executive has triggered one of the conditions); (5B) your material failure the Executive shall be entitled to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to remedy the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least condition within thirty (30) days after of receiving such notice; and (C) the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you Executive shall have failed to correct remedy the behavior giving rise to condition during such potential terminationperiod. Notwithstanding any other provision of this Agreement, in If the event of a termination for Cause Executive’s employment is terminated pursuant to this paragraphSection 9(d), the Company shall only Executive will be obligated entitled to pay you (i) your receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination (such amounts shall be paid in a lump sum within thirty (30) days of the Date of Termination, with the date of your terminationsuch payment determined by the Company in its sole discretion), any other unpaid benefits to which she is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (ii) your accrued including, without limitation, the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but unused vacation, (iii) any earned, but remains unpaid, Bonus described in Section 3(b) with respect such benefits to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year be paid in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans applicable provisions of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (iapplicable arrangement) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountand no more.

By the Company for Cause. The By the Company shall have for Cause immediately upon written notice to the right to terminate your employment hereunder at any time for “Cause.” Executive. For purposes of this Agreement onlyAgreement, “"Cause” shall be defined to include " means DOCS 11583413v13 any one of the following: (1A) material misconduct the commission by the Executive of any willful act of dishonesty, misappropriation, embezzlement or fraud against the Company or in the performance of your duties and responsibilities hereundercourse of, (2) your material failure, refusal related to or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction connected with the business of the CEO or the Board, Company; (3B) a material breach by you the Executive of a material term any of his obligations under this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction which breach remains uncured for a period of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice to the Executive setting forth in detail the particulars of the ground(sbreach; or (C) any act or omission which constitutes "just cause" at common law for such potential termination, and then only if in the reasonable determination summary termination of the CEO or the Board you have failed to correct the behavior giving rise to such potential terminationExecutive's employment. Notwithstanding any other provision of this Agreement, in In the event of a termination of the Executive's employment by the Company for Cause pursuant to this paragraphCause, the Company shall only be obligated pay to pay you the Executive, in a lump‑sum within thirty (i30) your Base days of the date of termination, (A) any accrued but unpaid prorata Annual Salary provided for in Section 2(a) above for services rendered through the date of your termination, and (iiB) your any accrued but unused vacationunpaid expenses required to be reimbursed under Section 3 above, and (iiiC) any earned, but unpaid, Bonus described in unused vacation under Section 3(b) with respect 4 above as of the date of termination. The Company may offset from the amounts due to the calendar year immediately preceding Executive under this Section 8(b)(v) all sums, if any, due from the Executive to the Company, for which the Employee has previously agreed. The Executive will not be entitled to exercise any stock options granted on June 26, 2012 (whether vested or not), or other bonus or portion thereof for the year in which your employment is terminatedsuch termination occurs or any other amounts owing but still unpaid, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”)Executive, and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectivelyexcept that all vested DSU’s, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that redeemable one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or year after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amounttermination.

By the Company for Cause. The Immediately upon written notice by the Company shall have to you of a termination for Cause, which notice sets forth in reasonable detail the right facts and circumstances claimed to terminate your employment hereunder at any time provide a basis for “such termination. "Cause.” For " means, for purposes of this Agreement onlyAgreement, “Cause” shall be defined to include any one or more of the following events: (1i) material misconduct your conviction or plea of guilty or nolo contendere for the commission of either (A) a felony or (B) a crime of moral turpitude; (ii) your embezzlement or intentional misappropriation of Company property; (iii) your fraud on, or breach of a fiduciary duty owed to, the Company; (iv) your repeated dishonesty in connection with the performance of your duties and responsibilities hereunderfor the Company or any intentional act or intentional omission which you had actual knowledge would be materially injurious to the Company; (v) your excessive, unauthorized absenteeism for reasons other than accident, injury, illness, or your inability, whether mental or physical, to perform the normal duties of your position; (2vi) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in follow the reasonable determination directions of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one within the scope of your position, which is not cured by you within 30 days following the receipt of written notice of such breach or more of failure from the performance milestones applicable Company or its successors or assigns (provided that, if your breach or failure to such Bonus amounts perform has occurred and is cured pursuant to the foregoing twice, no notice will be necessary under this clause as a condition to a termination for "Cause" upon a third breach or failure to perform); or (vii) you have been achieveddeclared by a court of competent jurisdiction bankrupt or insolvent, provided that following you have commenced a Change in Controlproceeding under any applicable bankruptcy, if insolvency or other creditor relief statute, or you have made an assignment for the Board of Directors has at any time determined (whether such determination is made before benefit or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountcreditors.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive’s employment hereunder under this Agreement at any time for “Cause (as defined in Section 4(e)) and shall provide written notice of termination to the Executive (which notice shall specify in reasonable detail the basis upon which such termination is made). Notwithstanding the foregoing, in no event shall any termination of employment be deemed for Cause unless the Executive’s employment is terminated within sixty (60) days of when the Company learns of the act or conduct that constitutes Cause and the Board of Directors concludes that the situation warrants a determination that the Executive’s employment terminated for Cause.” For purposes . In the event the Executive’s employment is terminated for Cause, all provisions of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disabilitySections 5 through 15 hereof) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the CompanyTerm shall be terminated; provided, however, that such termination shall not divest the Executive of any previously vested benefit or right unless the terms of such vested benefit or right specifically require such divestiture where the Executive’s employment is terminated for Cause. In the event that such termination occurs during the Initial Employment Term, Executive shall upon termination make a payment to the Company of an amount equal to (i) the Initial Salary less (ii) the quotient of (A) the Initial Salary and (B) the number of days that would have otherwise remained in the Initial Employment Term. In the event of a potential termination under subclauses 2, 3, or 5 above, such termination may occurs during the Subsequent Employment Term, the Executive shall be entitled to payment of the Executive’s earned and unpaid Salary being paid on a bi-monthly basis to the date of termination payable as described above. The Executive also shall be entitled to unreimbursed business and entertainment expenses in accordance with and payable at the same time set forth in, the Company’s policy (but not occur until at least later than thirty (30) days after the Company has provided you with a detailed written notice date of the ground(s) for such potential termination), and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any unreimbursed medical, dental and other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year employee benefit expenses payable in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus Company’s applicable employee benefit plans (the payments and benefits described in Section 3(bthis subsection (a) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior herein after referred to the date such determination (or an associated bonus payment) is made (as the “Unpaid BonusStandard Termination Payments”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive's employment hereunder at for Cause ("Cause") any time for “upon written notice to the Executive setting forth in reasonable detail the nature of such Cause.” For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material Executive's failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least cure within thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential terminationnotice. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b)The following, as determined by the Board in its reasonable judgment, shall constitute Cause for termination: the Executive's gross negligence in the performance of his material duties and responsibilities to the Company; the commission by the Executive of theft, embezzlement or other serious and substantial crimes or intentional wrongful engagement in competitive activity in violation of Section 9 below; or other deliberate willful action by the Executive that is materially harmful to the business, interests or reputation of the Company. For purposes of Section 5c, no act, or failure to act, shall be "willful" unless done, or omitted to be done, without reasonable belief that the action or omission was in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a notice of termination, and such termination shall have been approved by the vote of two-thirds of the members of the Board of Directors (excluding the Executive) at a meeting of the Board (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board of Directors) finding that, in the good faith opinion of the Board of Directors, which determination may occur either before or after your the above standard of termination for Cause was met in such case and that such Cause was not cured. Upon the giving of notice of termination of the Executive's employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment hereunder for Cause following the calendar year determination of the Board under the preceding paragraph, the Company shall have no further obligation or liability to the Executive, other than for Base Amount earned and unpaid at the date of termination, any options that are vested which shall continue to be exercisable for 30 days (unless such options are terminated by vote of the Bonus was earned but Committee as provided in the Plan, provided that the Company and the Executive agree that all of the Options that are vested as of May 1, 1999, namely options for 247,500 shares, shall not be subject to termination by vote of the Committee in its discretion under the Plan, in the event that the Executive is terminated for Cause under this Section 5c), and payments or reimbursement of business expenses accrued prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such of termination. All other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus options shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountterminate.

By the Company for Cause. The Company shall have the right to may, for Cause, terminate your Executive’s employment hereunder at any time for “Cause.” by written notice to Executive. For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, term “Cause” shall mean Executive’s (i) engaging in fraud against the Company or any other agreement between you and misappropriation of funds of the Company, (4ii) disregard or failure to follow specific and reasonable directives of the Board, (iii) willful failure to perform his duties as Chief Financial Officer of the Company, (iv) willful misconduct resulting in material injury to the Company, (v) violation of the terms of the Confidential Information and Intellectual Property Agreement between Executive the Company referred to in Section 11 below, (vi) conviction of of, or Executive’s plea of nolo contendere guilty or no contest to, a felony or other any crime involving moral turpitudeas a material element fraud or dishonesty, or imprisonment for any crime; (5vii) your material failure to comply with Company written policies, including but breach (not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code covered by clauses (i) through (vi) of Business Conduct and Ethics policy; and (6this paragraph) your violation of any statutory or fiduciary duty owed to of the Companyother provisions of this Agreement; provided, howeverthat, that in the event case of a potential termination under subclauses 2(ii), 3(iii) or (vii), Cause shall not exist if the act or 5 above, such termination may not occur until at least omission deemed to constitute Cause is cured (if curable) by Executive within thirty (30) days after the Company has provided you with a detailed written notice thereof to Executive by the Company. For purposes of the ground(s) for such potential terminationforegoing, no act, or failure to act, on Executive’s part shall be considered “willful” unless done, or omitted to be done, by Executive other than in good faith, and then only if without reasonable belief that his action or omission was in the reasonable determination furtherance of the CEO or interests of the Board you have failed to correct the behavior giving rise to such potential terminationCompany. Notwithstanding any other provision of this Agreement, in In the event of a the termination of Executive’s employment under this Section 6(a) for Cause Cause, the Employment Term shall end on the day of such termination and the Company shall pay to Executive, no later than the payroll cycle following Executive’s termination, in one lump sum: (i) any accrued but unpaid Base Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation due to Executive at the date of such termination; and (ii) any amounts owing, but not yet paid, pursuant to this paragraphSection 5 hereof. Except as specifically set forth in Section 9 hereof, the Company shall only be obligated have no further obligations to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountExecutive under this Agreement.

By the Company for Cause. The Company shall have the right to terminate your employment hereunder at any time for “Cause.” upon thirty (30) days’ prior written notice. For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the BoardBoard of Directors, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, the RSAA, or any other agreement between you and the Company, Company and (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2for Causes 1, 3, 2 or 5 3 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential the termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus performance bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either uponJune 30, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.2006

By the Company for Cause. The Company shall have the right to may, for Cause, terminate your Executive's employment hereunder at any time for “Cause.” by written notice to Executive. For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, term "Cause" shall mean Executive's (i) engaging in fraud against the Company or any other agreement between you and misappropriation of funds of the Company, (ii) disregard or failure to follow specific and reasonable directives of the Board, (iii) willful failure to perform his duties as Senior Vice President, Scientific Affairs of the Company, (iv) willful misconduct resulting in material injury to the Company, (v) violation of the terms of the Confidential Information and Intellectual Property Agreement between Executive and NexMed (U.S.A.), Inc., a wholly-owned subsidiary of the Company, dated October 4, 2000 (the "Intellectual Property Agreement") attached hereto as Exhibit "A", (vi) conviction of of, or Executive's plea of nolo contendere guilty or no contest to, a felony or other any crime involving moral turpitudeas a material element fraud or dishonesty, or imprisonment for any crime; (5vii) your material failure to comply with Company written policies, including but breach (not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and covered by clauses (6i) your violation through (vi)) of any statutory or fiduciary duty owed to of the Companyother provisions of this Agreement; provided, howeverthat, that in the event case of a potential termination under subclauses 2(ii), 3(iii) or (vii), Cause shall not exist if the act or 5 above, such termination may not occur until at least omission deemed to constitute Cause is cured (if curable) by Executive within thirty (30) days after the Company has provided you with a detailed written notice thereof to Executive by the Company. For purposes of the ground(s) for such potential terminationforegoing, no act, or failure to act, on Executive's part shall be considered "willful" unless done, or omitted to be done, by Executive other than in good faith, and then only if without reasonable belief that his action or omission was in the reasonable determination furtherance of the CEO or interests of the Board you have failed to correct the behavior giving rise to such potential terminationCompany. Notwithstanding any other provision of this Agreement, in In the event of a the termination of Executive's employment under this Section 6(a) for Cause pursuant to this paragraphCause, the Employment Term shall end on the day of such termination and the Company shall only be obligated pay to pay you Executive, no later than ten (10) days after the last day of Executive's employment, in one lump sum, the sum of (i) your any accrued but unpaid Base Salary through Salary, including salary in respect of any accrued and accumulated vacation, due to Executive at the date of your such termination, (ii) your accrued but unused vacationany earned and unpaid Bonus due to Executive at the date of such termination for the calendar year ending immediately prior to the date of such termination, and (iii) any earnedamounts owing, but unpaidnot yet paid, Bonus described pursuant to Section 5 hereof. Except as specifically set forth in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated8 hereof, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid have no further obligations to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountExecutive under this Agreement.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive’s employment hereunder at any time for “Cause.” For purposes of this Agreement only, “Cause” shall be which is hereby defined as: (i) the Executive’s willful failure to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability perform (other than for reasons by reason of disability) his/her duties to the Company or any of its Affiliates and the continuation of such failure for a period of ten (10) days after the delivery of written notice to the Executive; (ii) the Executive’s willful failure to perform your duties and responsibilities hereunder or to carry out (other than by reason of disability) any lawful direction and reasonable directive of the CEO or that continues for a period of ten (10) days after being given written notice of such failure; (iii) the Board, (3) breach by you commission of a Employment Agreement material term act of this Agreementfraud, embezzlement or theft by the Employee Invention and Non-Disclosure AgreementExecutive with respect to the Company or any of its Affiliates; or (iv) the conviction of the Executive of, or any other agreement between you and plea by the Company, (4) conviction of or plea Executive of nolo contendere to, a any felony or any other crime involving dishonesty or moral turpitude. “Cause” for termination will not exist unless and until the Company has provided the Executive with ten (10) days’ prior written notice (given in accordance with the requirements of Section 13.4 below) specifically detailing the facts and circumstances giving rise to the claimed event of Cause, which must be given within sixty (60) days of the date the Company has knowledge of those facts and circumstances. If the Executive has not cured the facts and circumstances giving rise to the claimed basis for Cause, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but those facts and circumstances are not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3curable, or 5 aboveif the claimed basis for Cause is not disputed in writing by the Executive during the cure period, such termination the Company may not occur until at least thirty terminate the Executive’s employment for Cause within ten (3010) days after the Company has provided you with a detailed written notice end of such cure period by the ground(s) for such potential termination, delivery of Notice of Termination (as defined below). If the facts and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior circumstances giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination claimed basis for Cause pursuant are cured within the cure period, Cause shall be deemed not to exist. Anything to the contrary in this paragraphAgreement notwithstanding, upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company and its Affiliates shall only be obligated have no further obligation or liability to pay you (i) your the Executive hereunder, other than for Base Salary earned but unpaid through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to . Without limiting the calendar year immediately preceding the year in which your employment is terminated, based on the achievement generality of the performance milestones established for such calendar year in accordance with Section 3(b)foregoing, as determined by the Board of Directors, Executive shall not be entitled to receive any Bonus amounts which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but not been paid prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amounttermination.

By the Company for Cause. The Company shall have the right to may, for Cause, terminate your Executive's employment hereunder at any time for “Cause.” by written notice to Executive. For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention term "Cause" shall mean Executive's (i) engaging in fraud against the Company or misappropriation of funds of the Company, (ii) disregard or failure to follow specific and reasonable directives of the Board, (iii) willful failure to perform his duties as Vice President of Finance and Chief Financial Officer of the Company, (iv) willful misconduct resulting in material injury to the Company, (v) violation of the terms of the Non-Disclosure and Inventions Agreement between Executive and NexMed (U.S.A.), Inc., a wholly-owned subsidiary of the Company, dated December 11, 2007 (the "Non-Disclosure Agreement") attached hereto as Appendix "B", (vi) conviction of, or any other agreement between you and the Company, (4) conviction of or Executive's plea of nolo contendere guilty or no contest to, a felony or other any crime involving moral turpitudeas a material element fraud or dishonesty, or imprisonment for any crime; (5vii) your material failure to comply with Company written policies, including but breach (not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code covered by clauses (i) through (vi) of Business Conduct and Ethics policy; and (6this paragraph) your violation of any statutory or fiduciary duty owed to of the Companyother provisions of this Agreement; provided, howeverthat, that in the event case of a potential termination under subclauses 2(ii), 3(iii) or (vii), Cause shall not exist if the act or 5 above, such termination may not occur until at least omission deemed to constitute Cause is cured (if curable) by Executive within thirty (30) days after the Company has provided you with a detailed written notice thereof to Executive by the Company. For purposes of the ground(s) for such potential terminationforegoing, no act, or failure to act, on Executive's part shall be considered "willful" unless done, or omitted to be done, by Executive other than in good faith, and then only if without reasonable belief that his action or omission was in the reasonable determination furtherance of the CEO or interests of the Board you have failed to correct the behavior giving rise to such potential terminationCompany. Notwithstanding any other provision of this Agreement, in In the event of a the termination of Executive's employment under this Section 6(a) for Cause Cause, the Employment Term shall end on the day of such termination and the Company shall pay to Executive, no later than the payroll cycle following Executive’s termination, in one lump sum: (i) any accrued but unpaid Base Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation due to Executive at the date of such termination; and (ii) any amounts owing, but not yet paid, pursuant to this paragraphSection 5 hereof. Except as specifically set forth in Section 9 hereof, the Company shall only be obligated have no further obligations to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountExecutive under this Agreement.

By the Company for Cause. The If Executive’s employment is terminated by the Company for Cause (as defined below), then the Company shall have pay to Executive (x) her then current annual base salary (“Base Salary”) accrued through the right effective date of termination, payable at the time such payment is otherwise due and payable and (y) all other amounts and benefits to terminate your employment hereunder at which Executive is entitled, including, without limitation, vacation pay and expense reimbursement amounts accrued to the effective date of termination and amounts and benefits owing under the terms of any time for benefit plan of Xxxxxx Xxxxxxxx or any of its direct or indirect subsidiaries (including, without limitation, the Company) (each, a “Cause.” For purposes of this Agreement onlyGroup Company”) in which Executive participates and Executive shall not be entitled to any severance payments. As used herein, “Cause” shall mean (i) the conviction of Executive of a felony (other than a violation of a motor vehicle or moving violation law) or conviction of a misdemeanor if such misdemeanor involves moral turpitude; or (ii) Executive’s voluntary engagement in conduct constituting larceny, embezzlement, conversion or any other act involving the misappropriation of funds of any Group Company in the course of Executive’s employment; or (iii) the willful refusal (following written notice) to carry out specific directions of the Board, the managing member of the Company or the board of directors or managing member, as applicable, of any other Group Company of which Executive is an officer, which directions shall be defined to include consistent with the provisions hereof; or (1iv) material Executive’s committing any act of gross negligence or intentional misconduct in the performance or non-performance of your Executive’s duties and responsibilities hereunder, as an employee of the Company; or (2v) your any material failure, refusal or inability breach by Executive of any material provision of this Agreement (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed related only to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the business performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”or business results achieved by Executive). Any Accrued Obligations other than Unpaid Bonus For purposes of Sections 2(c) and (d), no act or failure to act on Executive’s part shall be paid considered to you either uponbe Cause if done, or as soon as administratively practicable followingomitted to be done, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following by Executive in good faith and with the later of: (i) your termination of employment, reasonable belief that the action or (ii) omission was in the determination by the Board of Directors that one or more best interests of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountrelevant Group Company.

By the Company for Cause. The Company shall have the right to terminate your employment hereunder at any time for “Cause.” For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the BoardBoard of Directors, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; provided, however, that in the event of a potential termination for Causes 2 or 3 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for the termination, and then only if you have failed to correct the behavior giving rise to such potential termination; (5) your material failure to comply with Company written policies, policies including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus performance bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either uponXxxxxx Xxxx June 20, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.2007

By the Company for Cause. The Company may terminate the Executive's status as an employee for Cause by notifying the Executive, in writing, of such termination in accordance with Section 5(e). As used herein, "Cause" shall have mean (I) the right willful and continuing failure by the Executive to terminate your employment hereunder at perform the duties contemplated by this Agreement (other than any failure resulting from a certified disability of the type specified in Section 5(b)) within a reasonable period of time after a written demand for “Cause.” substantial performance as delivered to the Executive by a duly authorized member or representative of the Company's Board which specifically identifies the manner in which it is alleged that the Executive has not substantially performed such services, (ii) the conviction of a felony or (iii) the willful engaging by the Executive in gross misconduct injurious to the Company or the Bank. For purposes of this Agreement onlyAgreement, “Cause” an act or failure to act on the Executive's part shall be defined considered "willful" if done or omitted to include (1) material misconduct in be done without a reasonable belief that such action or omission was in, or not opposed to, the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction best interests of the CEO Company or the BoardBank. Any act or failure to act by the Executive that is based upon authority given pursuant to a resolution duly adopted by the Company's Board or based upon the advice of counsel for the Company shall be presumed to be done or omitted to be done by the Executive with a reasonable belief that such action was in, (3) breach by you or not opposed to, the best interests of the Company or the Bank. Notwithstanding the foregoing, the Executive's employment may not be terminated for Cause unless and until there shall have been delivered to the Executive a copy of a material term resolution duly adopted by the affirmative vote of this Agreement, not less than three-fourths of the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and entire membership of the Company, 's Board (4not counting the Executive) conviction at a meeting of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment the Company's Board and held for any crime; the purpose (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Company; provided's Board), however, finding that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice good faith opinion of the ground(s) for such potential termination, and then only if in Company's Board the reasonable determination Executive was guilty of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, conduct set forth in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you clauses (i) your Base Salary through the date of your terminationI), (ii) your accrued but unused vacation, or (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to of this paragraph and specifying the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountparticulars thereof.

By the Company for Cause. The Company shall have the right to terminate your employment hereunder at any time for “Cause.” For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. The Company shall have the right Executive’s employment pursuant to terminate your employment hereunder at any time for “Cause.” For purposes of this Agreement only, may be terminated by delivery of a Notice of Termination upon the occurrence of any of the following events (each of which will constitute “Cause” shall be defined for termination): (i) conviction of a felony or of a crime involving misappropriation or embezzlement; (ii) willful and material wrongdoing by the Executive, including, but not limited to, acts of dishonesty or fraud, which have a material adverse effect on the Company or any of its subsidiaries; (iii) repeated material failure of the Executive to include (1) material misconduct in follow the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO Company and its Board of Directors regarding the material duties of employment; or the Board, (3iv) material breach by you the Executive of a material term of obligation under this Agreement, . In order for the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and Company to be entitled to terminate the CompanyExecutive for Cause under this Section 9(d) the following conditions must be met: (A) the Company shall provide written notice to the Executive of the existence of a condition described in clauses (i), (4ii), (iii) conviction or (iv) above within ninety (90) days of or plea the initial existence of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crimesuch condition (which written notice shall specifically identify the manner in which the Company believes the Executive has triggered one of the conditions); (5B) your material failure the Executive shall be entitled to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to remedy the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least condition within thirty (30) days after of receiving such notice; and (C) the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you Executive shall have failed to correct remedy the behavior giving rise to condition during such potential terminationperiod. Notwithstanding any other provision of this Agreement, in If the event of a termination for Cause Executive’s employment is terminated pursuant to this paragraphSection 9(d), the Company shall only Executive will be obligated entitled to pay you (i) your receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination (such amounts shall be paid within thirty (30) days of the Date of Termination, with the date of your terminationsuch payment determined by the Company in its sole discretion), any other unpaid benefits to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (ii) your accrued including, without limitation, the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but unused vacation, (iii) any earned, but remains unpaid, Bonus described in Section 3(b) with respect such benefits to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year be paid in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans applicable provisions of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (iapplicable arrangement) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountand no more.

By the Company for Cause. The Company shall have may terminate the right Executive’s employment for Cause provided that (i) the Company provides written notice to terminate your employment hereunder the Executive setting forth in reasonable detail the nature of the Cause within sixty (60) days of the Board’s knowledge of facts giving rise to a termination for Cause, (ii) if susceptible to cure, the Company provides the Executive with a period of thirty (30) days following such notice to cure such condition and the condition remains uncured by the Executive at the conclusion of such thirty (30)-day period and (iii) the Executive has an opportunity to be heard by the Board (which opportunity may occur by telephone or videoconference if the parties are not available for an in-person meeting) prior to any time for “final determination of Cause.” . For purposes of this Agreement onlyAgreement, “Cause” shall be defined mean the occurrence of any of the following: (i) the Executive’s failure to include (1) comply with a written material misconduct directive of the Board or gross negligence in the performance of your the Executive’s material duties and responsibilities hereunder, to the Company or any of its Affiliates; (2ii) your the Executive’s material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Stockholders Agreement, the Award, any other individual award agreement pursuant to which an Equity Award is granted to the Executive or any other agreement between you that the Executive and the CompanyCompany agree in writing constitutes an agreement covered by this subsection (collectively, the “Covered Agreements”); (4iii) conviction of the Executive’s commission of, or plea of nolo contendere to, a felony or other crime involving moral turpitude, ; or imprisonment for any crime; (5iv) your material failure other willful misconduct by the Executive that is or would reasonably be expected to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed be materially harmful to the Company; provided, however, that in the event business interests or reputation of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice or any of the ground(sits Affiliates; and/or, solely for purposes of Section 3(d)(i) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in (v) (A) the event Executive’s performance (or nonperformance) of a termination for Cause pursuant his duties and responsibilities to this paragraph, the Company shall only or any of its Affiliates in a manner deemed by the Company to be obligated to pay you (i) your Base Salary through the date of your terminationin any way unsatisfactory, (iiB) your accrued but unused vacation, the Executive’s breach of this Agreement or any other agreement between the Executive and the Company or any of its Affiliates; or (iiiC) the Executive’s violation of or disregard for any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before rule or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (procedure or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans policy of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either uponor any of its Affiliates, or any other reasonable basis for Company dissatisfaction with the Executive, including for reasons such as soon as administratively practicable followinglack of capacity or diligence, your termination failure to conform to usual standards of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employmentconduct, or (ii) the determination by the Board of Directors that one other culpable or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountinappropriate behavior.

By the Company for Cause. The Notwithstanding any other provisions to the contrary contained herein, the Company may terminate the Executive’s employment under this Agreement immediately for Cause upon written notice to the Executive, in which event the Company shall have be obligated to pay the right to terminate your employment hereunder at Executive only (i) that portion of the Base Salary earned but not paid through the date of termination and (ii) any time for business expenses incurred by the Executive but unreimbursed on the date of termination, provided that such expenses and required substantiation and documentation thereof are submitted within thirty (30) days of termination and that such expenses are reimbursable under Company policy (the “Cause.” Accrued Amounts”). For purposes of this Agreement onlyAgreement, “Cause” shall be defined mean: (i) the Executive breaches any material obligation, duty or agreement under this Agreement or any other written agreement that the Executive has entered into with the Company or its affiliates; (ii) the Executive commits any act of material dishonesty or undisclosed conflict of interest that is injurious to include the Company, fraud, breach of fiduciary duty involving the Company and its subsidiaries; (1iii) material the Executive is indicted for, convicted of or pleads guilty or nolo contendere with respect to, (A) theft, fraud, or a felony under federal or applicable state law or (B) any crime involving the business affairs of the Company; (iv) the Executive commits any act of misconduct that, in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction reasonable opinion of the CEO Board gives rise to a material risk of liability under federal or applicable state law for discrimination or sexual or other forms of harassment or other similar liabilities to subordinate employees; or (v) the Executive commits substantive violations of specific directions of the Board, (3) breach by you of a material term of which directions are consistent with this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you Agreement and the CompanyExecutive’s positions. No termination by the Company for Cause pursuant to prongs (i), (4iv) conviction of or plea of nolo contendere to, a felony (v) in the preceding sentence will be effective unless (A) the Company gives written notice to the Executive specifying in reasonable detail the circumstances claimed to provide the basis for such termination and provide an opportunity to cure such breach or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; violation and (6B) your such breach or violation is not cured or corrected within thirty (30) days of any statutory or fiduciary duty owed to notice thereof from the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice shall not be required to provide the Executive an opportunity to cure any breaches of the ground(s) for such potential termination, non-compete and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause non-solicit pursuant to this paragraph, Agreement or any other agreement that the Executive has entered into with the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountits affiliates.

By the Company for Cause. The Company shall have may discharge the right to terminate your employment hereunder Executive for Cause at any time and thereby terminate the Executive’s term of service. Such discharge shall be effected by written notice (the “Discharge Notice”) to the Executive which shall (i) state that the Executive is being terminated for “Cause.” For purposes of this Agreement only, and (ii) specify the reasons for the Executive’s discharge and the effective date thereof. As used herein, the term for “Cause” shall be mean that the Executive has (t) committed any act of willful misconduct, including fraud, in connection with his employment by the Company; (u) materially breached any provision of this Agreement, which breach has not been cured within ten (10) business days after receiving written notice of such breach; (v) failed, refused or neglected, other than by reason of a Total Disability (as defined in Section 5(b)), to include (1) timely perform any material misconduct in duty or obligation under this Agreement or to comply with any lawful directive of the performance of your duties and responsibilities hereunderBoard, (2) your material which failure, refusal or inability neglect has not been cured within ten (other than 10) business days after receiving written notice thereof; (w) been formally indicated for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, dishonesty, fraud or imprisonment for any crimeunethical business conduct; (5x) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or violated a fiduciary duty owed obligation to the Company; provided, however, (y) been determined by a governmental body or other appropriate authority to have violated any material law or regulation that in is applicable to the event of a potential termination under subclauses 2, 3Company’s businesses, or 5 aboveentered into a consent order concerning a violation of any material law or regulation that is applicable to the Company’s businesses; or (z) become the subject of an SEC action or administrative proceeding which has been commenced against him. Upon a cure of the acts set forth in subsections (u) or (v) by the Executive within the ten (10) business day cure period to the reasonable satisfaction of the Board, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) event shall no longer constitute Cause for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision purposes of this Agreement, in . Upon termination of the event of a termination Executive’s employment for Cause pursuant to this paragraphSection 5(d), the Company Employment Term and all benefits hereunder shall only be obligated terminate, except (a) that such discharge and termination shall not affect any vested rights that the Executive may have at the time of discharge and termination pursuant to any insurance or other death benefit, bonus, retirement, severance pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement or stock award plans or arrangements of the performance milestones established for such calendar year in accordance with Section 3(b)Company or any subsidiary, as determined or any stock option plan or any options granted thereunder, or any other employee benefit program which rights shall continue to be governed by the Board provisions of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”)plans and arrangements, and (ivb) such other benefits as otherwise provided in Sections 6 and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect 7 hereof (collectively, the “Accrued ObligationsVested Benefits”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. The Company shall have the right to terminate your employment hereunder at any time for “Cause.” upon thirty (30) days’ prior written notice. For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO Chief Executive Officer or the BoardBoard of Directors, (3) breach by you of a material term of this Agreement, Agreement or the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, Company and (4) conviction of or plea of nolo contendere contendere, to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2for Causes 1, 3, 2 or 5 3 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential the termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to to, such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus performance bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amounteffect.

By the Company for Cause. The Company shall have the right to may, for Cause, terminate your Executive’s employment hereunder at any time for “Cause.” by written notice to Executive. For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, term “Cause” shall mean Executive’s (i) engaging in fraud against the Company or any other agreement between you and misappropriation of funds of the Company, (4ii) disregard or failure to follow specific and reasonable directives of the Board, (iii) willful failure to perform his duties as General Counsel of the Company, (iv) willful misconduct resulting in material injury to the Company, (v) violation of the terms of the Confidential Information and Intellectual Property Agreement between Executive the Company referred to in Section 11 below, (vi) conviction of of, or Executive’s plea of nolo contendere guilty or no contest to, a felony or other any crime involving moral turpitudeas a material element fraud or dishonesty, or imprisonment for any crime; (5vii) your material failure to comply with Company written policies, including but breach (not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code covered by clauses (i) through (vi) of Business Conduct and Ethics policy; and (6this paragraph) your violation of any statutory or fiduciary duty owed to of the Companyother provisions of this Agreement; provided, howeverthat, that in the event case of a potential termination under subclauses 2(ii), 3(iii) or (vii), Cause shall not exist if the act or 5 above, such termination may not occur until at least omission deemed to constitute Cause is cured (if curable) by Executive within thirty (30) days after the Company has provided you with a detailed written notice thereof to Executive by the Company. For purposes of the ground(s) for such potential terminationforegoing, no act, or failure to act, on Executive’s part shall be considered “willful” unless done, or omitted to be done, by Executive other than in good faith, and then only if without reasonable belief that his action or omission was in the reasonable determination furtherance of the CEO or interests of the Board you have failed to correct the behavior giving rise to such potential terminationCompany. Notwithstanding any other provision of this Agreement, in In the event of a the termination of Executive’s employment under this Section 6(a) for Cause Cause, the Employment Term shall end on the day of such termination and the Company shall pay to Executive, no later than the payroll cycle following Executive’s termination, in one lump sum: (i) any accrued but unpaid Base Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation due to Executive at the date of such termination; and (ii) any amounts owing, but not yet paid, pursuant to this paragraphSection 5 hereof. Except as specifically set forth in Section 9 hereof, the Company shall only be obligated have no further obligations to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountExecutive under this Agreement.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive's employment hereunder at for Cause ("Cause") any time for “upon written notice to the Executive setting forth in reasonable detail the nature of such Cause.” For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material Executive's failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least cure within thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential terminationnotice. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b)The following, as determined by the Board in its reasonable judgment, shall constitute Cause for termination: the Executive's gross negligence in the performance of his material duties and responsibilities to the Company; the commission by the Executive of theft, embezzlement or other serious and substantial crimes or intentional wrongful engagement in competitive activity in violation of Section 9 below; or other deliberate willful action by the Executive that is materially harmful to the business, interests or reputation of the Company. For purposes of Section 5c, no act, or failure to act, shall be "willful" unless done, or omitted to be done, without reasonable belief that the action or omission was in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a notice of termination, and such termination shall have been approved by the vote of two-thirds of the members of the Board of Directors (excluding the Executive) at a meeting of the Board (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board of Directors) finding that, in the good faith opinion of the Board of Directors, which determination may occur either before or after your the above standard of termination for Cause was met in such case and that such Cause was not cured. Upon the giving of notice of termination of the Executive's employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment hereunder for Cause following the calendar year determination of the Board under the preceding paragraph, the Company shall have no further obligation or liability to the Executive, other than for Base Amount earned and unpaid at the date of termination, any options that are vested which shall continue to be exercisable for 30 days (unless such options are terminated by vote of the Bonus was earned but Committee as provided in the Plan), and payments or reimbursement of business expenses accrued prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such of termination. All other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus options shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountterminate.

By the Company for Cause. The Company shall have the right to may, for Cause, terminate your Executive's employment hereunder at any time for “Cause.” by written notice to Executive. For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, term "Cause" shall mean Executive's (i) engaging in fraud against the Company or any other agreement between you and misappropriation of funds of the Company, (ii) disregard or willful failure to follow specific and reasonable directives of the Board, (iii) willful failure to perform his duties as CEO and President of the Company and/or one of its subsidiaries, (iv) willful misconduct resulting in material injury to the Company, (v) willful violation of the terms of the Confidential Information and Intellectual Property Agreement between Executive and NexMed (U.S.A.), Inc., a wholly-owned subsidiary of the Company, dated October 4, 2000 (the "Intellectual Property Agreement") attached hereto as Exhibit "A", (vi) conviction of of, or Executive's plea of nolo contendere guilty or no contest to, a felony or other any crime involving moral turpitudeas a material element fraud or dishonesty, or imprisonment for any crime; (5vii) your material failure to comply with Company written policies, including but breach (not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and covered by clauses (6i) your violation through (vi)) of any statutory or fiduciary duty owed to of the Companyother provisions of this Agreement; provided, howeverthat, that in the event case of a potential termination under subclauses 2(ii), 3(iii) or (vii), Cause shall not exist if the act or 5 above, such termination may not occur until at least omission deemed to constitute Cause is cured (if curable) by Executive within thirty (30) days after written notice thereof to Executive by the Company. For purposes of the foregoing, no act, or failure to act, on Executive's part shall be considered "willful" unless done, or omitted to be done, by Executive other than in good faith, and without reasonable belief that his action or omission was in furtherance of the interests of the Company. In the event of the termination of Executive's employment under this Section 8(a) for Cause, the Employment Term shall end on the day of such termination and the Company has provided you with a detailed written notice shall pay to Executive, no later than ten (10) days after the last day of Executive's employment, in one lump sum, the ground(ssum of (i) any accrued but unpaid Base Salary, including salary in respect of any accrued and accumulated vacation, due to Executive at the date of such termination, (ii) any earned and unpaid Bonus due to Executive at the date of such termination for the calendar year ending immediately prior to the date of such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed (iii) any amounts owing, but not yet paid, pursuant to correct the behavior giving rise to such potential terminationSection 6(a) hereof. Notwithstanding any other provision of this AgreementIn addition, in the event of a the termination of Executive's employment under this Section 8(a) for Cause pursuant to this paragraphCause, (A) the Vesting Percentage in respect of the Deferred Compensation shall be zero, with the result that the Deferred Compensation shall be forfeited, and (B) the principal and accrued interest on each Loan shall become immediately due and payable. Except as specifically set forth in Section 12 hereof, the Company shall only be obligated have no further obligations to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountExecutive under this Agreement.

By the Company for Cause. The Company shall have the right to may, for Cause, terminate your Executive’s employment hereunder at any time for “Cause.” by written notice to Executive. For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, term “Cause” shall mean Executive’s (i) engaging in fraud against the Company or any other agreement between you and misappropriation of funds of the Company, (4ii) disregard or failure to follow specific and reasonable directives of the Board, (iii) willful failure to perform her duties as Executive Vice President of the Company, (iv) willful misconduct resulting in material injury to the Company, (v) violation of the terms of the Intellectual Property Agreement referred to in Section 11 below, (vi) conviction of of, or Executive’s plea of nolo contendere guilty or no contest to, a felony or other any crime involving moral turpitudeas a material element fraud or dishonesty, or imprisonment for any crime; (5vii) your material failure to comply with Company written policies, including but breach (not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code covered by clauses (i) through (vi) of Business Conduct and Ethics policy; and (6this paragraph) your violation of any statutory or fiduciary duty owed to of the Companyother provisions of this Agreement; provided, howeverthat, that in the event case of a potential termination under subclauses 2(ii), 3(iii) or (vii), Cause shall not exist if the act or 5 above, such termination may not occur until at least omission deemed to constitute Cause is cured (if curable) by Executive within thirty (30) days after the Company has provided you with a detailed written notice thereof to Executive by the Company. For purposes of the ground(s) for such potential terminationforegoing, no act, or failure to act, on Executive’s part shall be considered “willful” unless done, or omitted to be done, by Executive other than in good faith, and then only if without reasonable belief that her action or omission was in the reasonable determination furtherance of the CEO or interests of the Board you have failed to correct the behavior giving rise to such potential terminationCompany. Notwithstanding any other provision of this Agreement, in In the event of a the termination of Executive’s employment under this Section 6(a) for Cause Cause, the Employment Term shall end on the day of such termination and the Company shall pay to Executive, no later than the payroll cycle following Executive’s termination, in one lump sum: (i) any accrued but unpaid Base Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation due to Executive at the date of such termination; and (ii) any amounts owing, but not yet paid, pursuant to this paragraphSection 5 hereof. Except as specifically set forth in Section 9 hereof, the Company shall only be obligated have no further obligations to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.Executive under this Agreement

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute "Cause" for “Cause.” For purposes termination: (i) the willful and continued failure of this Agreement only, “Cause” shall be defined the Executive to include (1) material misconduct in the performance of your perform substantially Executive’s duties and responsibilities hereunder, (2) your material failure, refusal or inability for the Company (other than for reasons of disabilityany such failure resulting from Executive’s death or Disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of after a written demand by the CEO or for substantial performance is delivered to the Board, (3) breach Executive by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere towhich specifically identifies the manner in which the CEO believes that the Executive has not substantially performed Executive’s duties and responsibilities, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material which willful and continued failure to comply with Company written policies, including but is not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to cured by the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least Executive within thirty (30) days after of Executive’s receipt of such written demand; (ii) the Company has provided you with a detailed written notice material breach by the Executive of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other material provision of this Agreement, if such breach results in a material adverse effect on the event Company or its Subsidiaries and if the breach is not cured by the Executive within thirty (30) days of Executive’s receipt of such written demand therefore (for the avoidance of doubt, the violation of Section 8.1, 8.3 and 8.5 of this Agreement shall be considered an immediate material breach of a material provision of this Agreement and not subject to the foregoing notice or cure provisions); (iii) the commission of fraud, embezzlement or theft by the Executive; (iv) the conviction of the Executive of, or plea by the Executive of nolo contendre to, any felony or any other crime involving dishonesty or moral turpitude. Upon the giving of notice of termination of the Executive's employment hereunder for Cause pursuant to this paragraphCause, the Company shall only be obligated have no further obligation or liability to pay you (i) your the Executive hereunder, other than for payment of any Base Salary earned but unpaid through the date Date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to Termination. Without limiting the calendar year immediately preceding the year in which your employment is terminated, based on the achievement generality of the performance milestones established for such calendar year in accordance with Section 3(b)foregoing, as determined by the Board of Directors, Executive shall not be entitled to receive any Discretionary Bonus amounts which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but not been paid prior to the date such determination (Date of Termination hereunder for Cause or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountMaterial Adverse Event.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive’s employment hereunder for Cause at any time for “upon notice to the Executive setting forth in reasonable detail the nature of such Cause.” For purposes of this Agreement only, . The following events or conditions shall constitute “Cause” shall be defined for termination: (i) the willful and continued failure of the Executive to include (1) material misconduct in the performance of your perform substantially her duties and responsibilities hereunder, (2) your material failure, refusal or inability for the Company (other than for reasons of disabilityany such failure resulting from Executive’s death or Disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of after a written demand by the CEO or for substantial performance is delivered to the Board, (3) breach Executive by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere towhich specifically identifies the manner in which the CEO believes that the Executive has not substantially performed her duties and responsibilities, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material which willful and continued failure to comply with Company written policies, including but is not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to cured by the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least Executive within thirty (30) days after of her receipt of such written demand; (ii) the Company has provided you with a detailed written notice material breach by the Executive of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other material provision of this Agreement, if such breach results in a material adverse effect on the event Company or its Subsidiaries and if the breach is not cured by the Executive within thirty (30) days of her receipt of such written demand therefore (for the avoidance of doubt, the violation of Section 8.1, 8.3 and 8.5 of this Agreement shall be considered an immediate material breach of a material provision of this Agreement and not subject to the foregoing notice or cure provisions); (iii) the commission of fraud, embezzlement or theft by the Executive; (iv) the conviction of the Executive of, or plea by the Executive of nolo contendre to, any felony or any other crime involving dishonesty or moral turpitude. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause pursuant to this paragraphCause, the Company shall only be obligated have no further obligation or liability to pay you (i) your the Executive hereunder, other than for payment of any Base Salary earned but unpaid through the date Date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to Termination and such other vested benefits through the calendar year immediately preceding the year in which your employment is terminated, based on the achievement Date of the performance milestones established for such calendar year Termination that may not be forfeited in accordance with Section 3(b)applicable law. Without limiting the generality of the foregoing, as determined by the Board of Directors, Executive shall not be entitled to receive any Bonus amounts which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but not been paid prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans Date of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountTermination hereunder for Cause.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause (as defined below) at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. In the event of such termination, the Company shall have no further obligation to the right to terminate your employment hereunder at any time Executive, other than for “Cause.” payment of Base Salary earned but not paid through the date of termination. For purposes of this Agreement onlyAgreement, “Cause” shall be defined mean (i) willful failure or refusal to include perform the Executive’s duties as President and Chief Executive Officer of the Company after written notice from the Board; (1ii) material willful misconduct or gross negligence in the performance of your the Executive’s duties and responsibilities hereunder, to the Company or an Affiliate that has an adverse effect on the Company or its Affiliates after receipt of at least one warning from the Company; (2iii) your material failure, refusal intentional breach of a written covenant with or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction written policy of the CEO Company relating to the use and preservation of intellectual property and/or confidentiality; (iv) being impaired by or under the Boardinfluence of alcohol, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreementillegal drugs, or controlled substances while working or while on the property of the Company or any other agreement between you and the Company, of its Affiliates; (4v) conviction of or plea of nolo contendere toto a felony; or (vi) dishonest, a felony or other crime involving moral turpitudedisloyal, or imprisonment for any crime; illegal conduct or gross misconduct that materially and adversely affects the Executive’s performance or the reputation or business of the Company (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your it being agreed that a xxxxx offense or a violation of any statutory or fiduciary duty owed to the Company; motor vehicle code shall not constitute Cause) provided, however, that in prior to the event of a potential termination determination that “Cause” under subclauses 2clause (i), 3(ii), (iii), (iv), or 5 above(vi) of this Section 5(c) has occurred, the Board shall (x) provide to the Executive in writing, in reasonable detail, the reasons for the determination that such termination may not occur until at least “Cause” exists, (y) afford the Executive a thirty (30) days after calendar day opportunity to remedy any such breach, if such breach is capable of being remedied during such thirty (30) calendar day period, and (z) provide Executive an opportunity to be heard prior to the Company has provided you with a detailed written notice of final decision to terminate the ground(s) Executive’s employment hereunder for such potential termination“Cause.” Notwithstanding the preceding sentence, and then only if in the reasonable determination of the CEO or the Board you have failed to correct may terminate the behavior giving rise to Executive without any advance notification if the “Cause” event is incapable of reasonably prompt cure or if the Board determines that its fiduciary duty requires such potential termination. Notwithstanding The Board shall make any other provision decision that “Cause” exists in good faith. For purposes of this Agreement, no act or failure to act on the Executive’s part shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that her/his action or omission was in the event best interests of the Company or any successor or affiliate. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company, or any successor or affiliate, shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company, or any successor or affiliate thereof. In addition, the Executive’s employment shall be deemed to have terminated for Cause if, based on facts and circumstances discovered within six (6) months before or after the employment termination, the Board determines in reasonable good faith, after appropriate investigation and an opportunity for the Executive to be interviewed by a subcommittee of the independent Board members or its representative, that the Executive committed an act during his employment that would have justified a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountCause.