Common use of Good Cause Clause in Contracts

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the good faith opinion of Employer, shall: (a) Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlement; (b) Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) Willfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, or any applicable state or federal law or regulation; (e) Fail or refuse (whether willfully, recklessly or negligently) to comply with all relevant and material obligations, assumable and chargeable to an executive of his corporate rank and responsibilities, under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the regulations of the Securities and Exchange Commission promulgated thereunder; (f) Fail or refuse (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability); provided, however, that no termination shall occur on that basis unless the Employer first provides the Employee with written notice to cure; the notice to cure shall reasonably specify the acts or omissions that constitute the Employee’s failure, refusal or lack of sufficient expertise to perform his duties, and the Employee shall have a reasonable opportunity (not to exceed ten (10) business days after the date of notice to cure) to cure; termination shall be effective as of the date of written notice of failure to cure; or (g) Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlementembezzlement in connection with his duties; (b) Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) Willfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, or any applicable state or federal law or regulation; (e) Fail or refuse (whether willfully, recklessly or negligently) to comply with all relevant and material obligations, assumable and chargeable to an executive of his corporate rank and responsibilities, under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the regulations of the Securities and Exchange Commission promulgated thereunder; (f) Fail or refuse or lack sufficient expertise (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability); provided, however, that no termination shall occur on that basis unless the Employer first provides the Employee with written notice to cure; the notice to cure shall reasonably specify the acts or omissions that constitute the Employee’s failure, refusal or lack of sufficient expertise to perform his duties, and the Employee shall have a reasonable opportunity (not to exceed ten (10) business days after the date of notice to cure) to cure; termination shall be effective as of the date of written notice of failure to cure; or (g) Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if EmployeeExecutive, in the subjective, good faith opinion of EmployerCompany, shall: (ai) Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlementembezzlement in connection with his duties; (bii) Breach EmployeeExecutive’s fiduciary duty to EmployerCompany, including, but not limited to, acts of self-dealing (whether or not for personal profit); (ciii) Materially breach Breach this Agreement, the Confidentiality Agreement (defined below), or EmployerCompany’s written Codes of Ethics as adopted by the Board; (div) WillfullyCommit a willful, recklessly reckless or negligently violate grossly negligent violation of any material provision of EmployerCompany’s written Employee Handbook, or any applicable municipal, state or federal law or regulation; (ev) Fail or refuse (whether willfully, recklessly or negligently) to comply with all relevant and material obligations, assumable and chargeable to an executive of his corporate rank and responsibilities, under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the regulations of the Securities and Exchange Commission promulgated thereunder; (fvi) Fail to or refuse (whether willfully, recklessly or negligently) to perform comply with the responsibilities and lawful directives of the Board in the performance of his duties specified herein under this Agreement (other than a failure caused by temporary disability); provided, however, that no termination shall occur on that basis unless the Employer Company first provides the Employee Executive with written notice to cure; the . The notice to cure shall reasonably specify the acts or omissions that constitute the EmployeeExecutive’s failure, failure or refusal or lack of sufficient expertise to perform his duties, and the Employee Executive shall have a reasonable opportunity (not to exceed ten (10) business 10 days after the date of notice to cure) to cure; termination correct his failure or refusal to perform his duties. Termination under this subsection (vi) shall be effective as of the date of written notice of failure to cure; or (gvii) Be convicted of, indicted for, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlementembezzlement in connection with his duties; (b) Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit);; ▇▇▇ ▇▇▇▇▇▇– Employment Agreement (c) Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) Willfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, or any applicable state or federal law or regulation; (e) Fail or refuse (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the regulations of the Securities and Exchange Commission promulgated thereunderthereunder (for avoidance of doubt any failure by the Company to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision); (f) Fail to or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability); provided, however, disability and provided further that no termination shall occur on that basis unless the Employer first provides the Employee with written notice to cure; the notice to cure shall reasonably specify the acts or omissions that constitute the Employee’s failure, refusal or lack of sufficient expertise to perform his duties, and the Employee shall have a reasonable opportunity (not to exceed ten (10) business days after the date of notice to cure) to cure; termination shall be effective as of the date of written notice of mere failure to cure; orachieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause); (g) Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal lawlaw in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) Become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) Fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation. The foregoing is an exhaustive list of the items that constitute Cause under this Agreement. Notwithstanding the foregoing, other than with respect to clause (g), “Good Cause” shall only be found to exist if, prior to Employee’s termination and within ninety (90) days after the Company’s initial awareness of an event of Good Cause, Employer has provided written notice to the Employee describing such Good Cause event(s), and the Employee does not cure such event within ten (10) days following the Employee’s receipt of such notice from the Company, and the date of Employee’s termination of employment due to such Good Cause occurs within ninety (90) days after the expiration of the foregoing ten (10) day cure period.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) Commit Commits an act of fraud, moral turpitude, misappropriation of funds or embezzlementembezzlement in connection with Employee’s duties; (b) Breach Breaches Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) Materially breach breaches this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) Willfully, recklessly or negligently violate violates any material provision of Employer’s written Employee Handbook, or any applicable state or federal law or regulation; (e) Fail Fails or refuse refuses (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his Employee’s corporate rank and responsibilities, under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the regulations of the Securities and Exchange Commission promulgated thereunderthereunder (for avoidance of doubt any failure by the Company to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision); (f) Fail Fails to or refuse refuses to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability); provided, however, disability and provided further that no termination shall occur on that basis unless the Employer first provides the Employee with written notice to cure; the notice to cure shall reasonably specify the acts or omissions that constitute the Employee’s failure, refusal or lack of sufficient expertise to perform his duties, and the Employee shall have a reasonable opportunity (not to exceed ten (10) business days after the date of notice to cure) to cure; termination shall be effective as of the date of written notice of mere failure to cure; orachieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause); (g) Be Is convicted of, or enter enters a plea of guilty or no contest to, a felony or misdemeanor under state or federal lawlaw in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇– Employment Agreement (h) Becomes listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) Fails to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation. The foregoing is an exhaustive list of the items that constitute Good Cause under this Agreement. Notwithstanding the foregoing, other than with respect to clause (g), “Good Cause” shall only be found to exist if, prior to Employee’s termination and within ninety (90) days after the Company’s initial awareness of an event of Good Cause, Employer has provided written notice to the Employee describing such Good Cause event(s), and the Employee does not cure such event within ten (10) days following the Employee’s receipt of such notice from the Company, and the date of Employee’s termination of employment due to such Good Cause occurs within ninety (90) days after the expiration of the foregoing ten (10) day cure period.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlementembezzlement in connection with his duties; (b) Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) Willfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, or any applicable state or federal law or regulation; (e) Fail or refuse (whether willfully, recklessly or negligently) to comply with all relevant and material obligations, assumable and chargeable to an executive of his corporate rank and responsibilities, under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the regulations of the Securities and Exchange Commission promulgated thereunder; (f) Fail to or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability); provided, however, that no termination shall occur on that basis unless the Employer first provides the Employee with written notice to cure; the notice to cure shall reasonably specify the acts or omissions that constitute the Employee’s failure, refusal or lack of sufficient expertise to perform his duties, and the Employee shall have a reasonable opportunity (not to exceed ten (10) business days after the date of notice to cure) to cure; termination shall be effective as of the date of written notice of failure to cure; or; (g) Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) Become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) Fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlementembezzlement in connection with his duties; (b) Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) Willfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, or any applicable state or federal law or regulation; (e) Fail or refuse (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the regulations of the Securities and Exchange Commission promulgated thereunderthereunder (for avoidance of doubt any failure by the Company to comply with foregoing laws and regulations shall not be imputed to Employee for purposes of this provision); (f) Fail to or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, MD– Employment Agreement by temporary disability); provided, however, disability and provided further that no termination shall occur on that basis unless the Employer first provides the Employee with written notice to cure; the notice to cure shall reasonably specify the acts or omissions that constitute the Employee’s failure, refusal or lack of sufficient expertise to perform his duties, and the Employee shall have a reasonable opportunity (not to exceed ten (10) business days after the date of notice to cure) to cure; termination shall be effective as of the date of written notice of mere failure to cure; orachieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause); (g) Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal lawlaw in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) Become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) Fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation. The foregoing is an exhaustive list of the items that constitute Cause under this Agreement. Notwithstanding the foregoing, other than with respect to clause (g), “Good Cause” shall only be found to exist if, prior to Employee’s termination and within ninety (90) days after the Company’s initial awareness of an event of Good Cause, Employer has provided written notice to the Employee describing such Good Cause event(s), and the Employee does not cure such event within ten (10) days following the Employee’s receipt of such notice from the Company, and the date of Employee’s termination of employment due to such Good Cause occurs within ninety (90) days after the expiration of the foregoing ten (10) day cure period.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlementembezzlement in connection with his duties; (b) Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) Willfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, or any applicable state or federal law or regulation; (e) Fail or refuse (whether willfully, recklessly or negligently) to comply with all relevant and material obligations, assumable and chargeable to an executive of his corporate rank and responsibilities, under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the regulations of the Securities and Exchange Commission promulgated thereunder; (f) Fail to or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability); provided, however, that no termination shall occur on that basis unless the Employer first provides the Employee with written notice to cure; the notice to cure shall reasonably specify the acts or omissions that constitute the Employee’s failure, refusal or lack of sufficient expertise to perform his duties, and the Employee shall have a reasonable opportunity (not to exceed ten (10) business days after the date of notice to cure) to cure; termination shall be effective as of the date of written notice of failure to cure; or; (g) Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude.; (h) Become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) [Clawback language if required]

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) Commit Commits an act of fraud, moral turpitude, misappropriation of funds or embezzlementembezzlement in connection with Employee’s duties; (b) Breach Breaches Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) Materially breach breaches this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) Willfully, recklessly or negligently violate violates any material provision of Employer’s written Employee Handbook, or any applicable state or federal law or regulation; (e) Fail Fails or refuse refuses (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his Employee’s corporate rank and responsibilities, under the ▇▇▇▇▇▇▇▇-- ▇▇▇▇▇ Act and the regulations of the Securities and Exchange Commission promulgated thereunderthereunder (for avoidance of doubt any failure by the Company to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision); (f) Fail Fails to or refuse refuses to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability); provided, however, disability and provided further that no termination shall occur on that basis unless the Employer first provides the Employee with written notice to cure; the notice to cure shall reasonably specify the acts or omissions that constitute the Employee’s failure, refusal or lack of sufficient expertise to perform his duties, and the Employee shall have a reasonable opportunity (not to exceed ten (10) business days after the date of notice to cure) to cure; termination shall be effective as of the date of written notice of mere failure to cure; orachieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause); (g) Be Is convicted of, or enter enters a plea of guilty or no contest to, a felony or misdemeanor under state or federal lawlaw in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude.; (h) Becomes listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) Fails to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation. The foregoing is an exhaustive list of the items that constitute Good Cause under this Agreement. Notwithstanding the foregoing, other than with respect to clause (g), “Good Cause” shall only be found to exist if, prior to Employee’s termination and within ninety (90) days after the Company’s initial awareness of an event of Good Cause, Employer has provided written notice to the Employee describing such Good Cause event(s), and the Employee does not cure such event within ten (10) days following the Employee’s receipt of such notice from the Company, and the date of Employee’s termination of employment due to such Good Cause occurs within ninety (90) days after the expiration of the foregoing ten (10) day cure period. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇– Employment Agreement

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if EmployeeExecutive, in the subjective, good faith opinion of EmployerCompany, shall: (a) Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlementembezzlement in connection with his duties; (b) Breach EmployeeExecutive’s fiduciary duty to EmployerCompany, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) Materially breach this Agreement, the Confidentiality Agreement (defined below), or EmployerCompany’s written Codes of Ethics as adopted by the Board; (d) WillfullyWillful, recklessly reckless or negligently violate grossly negligent violation of any material provision of EmployerCompany’s written Employee Executive Handbook, or any applicable state or federal law or regulation; (e) Fail or refuse (whether willfullywillful, recklessly reckless or negligentlynegligent) to comply with all relevant and material obligations, assumable and chargeable to an executive of his corporate rank and responsibilities, under the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the regulations of the Securities and Exchange Commission promulgated thereunder; (f) Fail to or refuse (whether willfully, recklessly to comply with the lawful directives of the Chairman or negligently) to perform the responsibilities and Board in the performance of his duties specified herein under this Agreement (other than a failure caused by temporary disability); provided, however, that no termination shall occur on that basis unless the Employer Company first provides the Employee Executive with written notice to cure; the notice to cure shall reasonably specify the acts or omissions that constitute the EmployeeExecutive’s failure, failure or refusal or lack of sufficient expertise to perform his duties, and the Employee Executive shall have a reasonable opportunity (not to exceed ten (10) business 10 days after the date of notice to cure) to curecorrect his failure or refusal to perform his duties; termination shall be effective as of the date of written notice of failure to cure; or (g) Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) Commit commit an act of fraud, moral turpitude, misappropriation of funds or embezzlementembezzlement in connection with his duties; (b) Breach breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) Materially materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) Willfullywillfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, if any, or any applicable state or federal law or regulation; (e) Fail fail or refuse (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the ▇▇▇Sar▇▇▇▇▇-▇▇▇▇▇ Act ▇▇t and the regulations of the Securities and Exchange Commission promulgated thereunderthereunder (for avoidance of doubt any failure by Employer to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision); (f) Fail fail to or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability); provided, however, disability and provided further that no termination shall occur on that basis unless the Employer first provides the Employee with written notice to cure; the notice to cure shall reasonably specify the acts or omissions that constitute the Employee’s failure, refusal or lack of sufficient expertise to perform his duties, and the Employee shall have a reasonable opportunity (not to exceed ten (10) business days after the date of notice to cure) to cure; termination shall be effective as of the date of written notice of mere failure to cure; orachieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause); (g) Be be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal lawlaw in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlementembezzlement in connection with his duties; (b) Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) WillfullyWillful, recklessly reckless or negligently violate grossly negligent violation of any material provision of Employer’s written Employee Handbook, or any applicable state or federal law or regulation; (e) Fail or refuse (whether willfullywillful, recklessly reckless or negligentlynegligent) to comply with all relevant and material obligations, assumable and chargeable to an executive of his corporate rank and responsibilities, under the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the regulations of the Securities and Exchange Commission promulgated thereunder; (f) Fail to or refuse (whether willfullywillful, recklessly reckless or negligentlynegligent) to substantially perform the responsibilities and duties specified herein (other than a failure caused by temporary disability); provided, however, that no termination shall occur on that basis unless the Employer first provides the Employee with written notice to cure; the notice to cure shall reasonably specify the acts or omissions that constitute the Employee’s failure, failure or refusal or lack of sufficient expertise to perform his duties, and the Employee shall have a reasonable opportunity (not to exceed ten (10) business 10 days after the date of notice to cure) to curecorrect his failure or refusal to perform his duties; termination shall be effective as of the date of written notice of failure to cure; or (g) Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) Commit Commits an act of fraud, moral turpitude, misappropriation of funds or embezzlementembezzlement in connection with Employee’s duties; (b) Breach Breaches Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) Materially breach breaches this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) Willfully, recklessly or negligently violate violates any material provision of Employer’s written Employee Handbook, or any applicable state or federal law or regulation; (e) Fail Fails or refuse refuses (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his Employee’s corporate rank and responsibilities, under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the regulations of the Securities and Exchange Commission promulgated thereunder▇▇▇▇▇▇ ▇▇▇▇– Employment Agreement thereunder (for avoidance of doubt any failure by the Company to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision); (f) Fail Fails to or refuse refuses to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability); provided, however, disability and provided further that no termination shall occur on that basis unless the Employer first provides the Employee with written notice to cure; the notice to cure shall reasonably specify the acts or omissions that constitute the Employee’s failure, refusal or lack of sufficient expertise to perform his duties, and the Employee shall have a reasonable opportunity (not to exceed ten (10) business days after the date of notice to cure) to cure; termination shall be effective as of the date of written notice of mere failure to cure; orachieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause); (g) Be Is convicted of, or enter enters a plea of guilty or no contest to, a felony or misdemeanor under state or federal lawlaw in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) Becomes listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) Fails to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation. The foregoing is an exhaustive list of the items that constitute Good Cause under this Agreement. Notwithstanding the foregoing, other than with respect to clause (g), “Good Cause” shall only be found to exist if, prior to Employee’s termination and within ninety (90) days after the Company’s initial awareness of an event of Good Cause, Employer has provided written notice to the Employee describing such Good Cause event(s), and the Employee does not cure such event within ten (10) days following the Employee’s receipt of such notice from the Company, and the date of Employee’s termination of employment due to such Good Cause occurs within ninety (90) days after the expiration of the foregoing ten (10) day cure period.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlementembezzlement in connection with her duties; (b) Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) Willfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, or any applicable state or federal law or regulation;; ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇– Employment Agreement (e) Fail or refuse (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his her corporate rank and responsibilities, under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the regulations of the Securities and Exchange Commission promulgated thereunderthereunder (for avoidance of doubt any failure by the Company to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision); (f) Fail to or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability); provided, however, disability and provided further that no termination shall occur on that basis unless the Employer first provides the Employee with written notice to cure; the notice to cure shall reasonably specify the acts or omissions that constitute the Employee’s failure, refusal or lack of sufficient expertise to perform his duties, and the Employee shall have a reasonable opportunity (not to exceed ten (10) business days after the date of notice to cure) to cure; termination shall be effective as of the date of written notice of mere failure to cure; orachieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause); (g) Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal lawlaw in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) Become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) Fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation. The foregoing is an exhaustive list of the items that constitute Cause under this Agreement. Notwithstanding the foregoing, other than with respect to clause (g), “Good Cause” shall only be found to exist if, prior to Employee’s termination and within ninety (90) days after the Company’s initial awareness of an event of Good Cause, Employer has provided written notice to the Employee describing such Good Cause event(s), and the Employee does not cure such event within ten (10) days following the Employee’s receipt of such notice from the Company, and the date of Employee’s termination of employment due to such Good Cause occurs within ninety (90) days after the expiration of the foregoing ten (10) day cure period.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlementembezzlement in connection with his duties; (b) Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) Willfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, or any applicable state or federal law or regulation; (e) Fail or refuse (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the regulations of the Securities and Exchange Commission promulgated thereunderthereunder (for avoidance of doubt any failure by the Company to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision); (f) Fail to or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability); provided, however, disability and provided further that no termination shall occur on that basis unless the Employer first provides the Employee with written notice to cure; the notice to cure shall reasonably specify the acts or omissions that constitute the Employee’s failure, refusal or lack of sufficient expertise to perform his duties, and the Employee shall have a reasonable opportunity (not to exceed ten (10) business days after the date of notice to cure) to cure; termination shall be effective as of the date of written notice of mere failure to cure; orachieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause); (g) Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal lawlaw in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) Become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) Fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation. The foregoing is an exhaustive list of the items that constitute Cause under this Agreement. Notwithstanding the foregoing, other than with respect to clause (g), “Good Cause” shall only be found to exist if, prior to Employee’s termination and within ninety (90) days after the Company’s initial awareness of an event of Good Cause, Employer has provided written notice to the Employee describing such Good Cause event(s), and the Employee does not cure such event within ten (10) days following the Employee’s receipt of such notice from the Company, and the ▇▇▇▇ ▇▇▇▇– Employment Agreement date of Employee’s termination of employment due to such Good Cause occurs within ninety (90) days after the expiration of the foregoing ten (10) day cure period.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlementembezzlement in connection with his duties; (b) Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) WillfullyWillful, recklessly reckless or negligently violate grossly negligent violation of any material provision of Employer’s written Employee Handbook, or any applicable state or federal law or regulation; (e) Fail or refuse (whether willfullywillful, recklessly reckless or negligentlynegligent) to comply with all relevant and material obligations, assumable and chargeable to an executive of his corporate rank and responsibilities, under the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the regulations of the Securities and Exchange Commission promulgated thereunder; (f) Fail or refuse (whether willfullywillful, recklessly reckless or negligentlynegligent) to substantially perform the responsibilities and duties specified herein (other than a failure caused by temporary disability); provided, however, that no termination shall occur on that basis unless the Employer first provides the Employee with written notice to cure; the notice to cure shall reasonably specify the acts or omissions that constitute the Employee’s failure, failure or refusal or lack of sufficient expertise to perform his duties, and the Employee shall have a reasonable opportunity (not to exceed ten (10) business 10 days after the date of notice to cure) to curecorrect his failure or refusal to perform his duties; termination shall be effective as of the date of written notice of failure to cure; or (g) Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective good faith opinion of Employer, shall: (a) Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlementembezzlement in connection with his duties; (b) Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); (c) Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) WillfullyWillful, recklessly reckless or negligently violate grossly negligent violation of any material provision of Employer’s written Employee Handbook, or any applicable state or federal law or regulation; (e) Fail or refuse (whether willfullywillful, recklessly reckless or negligentlynegligent) to comply with all relevant and material obligations, assumable and chargeable to an executive of his corporate rank and responsibilities, under the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the regulations of the Securities and Exchange Commission promulgated thereunder; (f) Fail to or refuse (whether willfullywillful, recklessly reckless or negligentlynegligent) to substantially perform the responsibilities and duties specified herein (other than a failure caused by temporary disability); provided, however, that no termination shall occur on that basis unless the Employer first provides the Employee with written notice to cure; the notice to cure shall reasonably specify the acts or omissions that constitute the Employee’s failure, failure or refusal or lack of sufficient expertise to perform his duties, and the Employee shall have a reasonable opportunity (not to exceed ten (10) business 10 days after the date of notice to cure) to curecorrect his failure or refusal to perform his duties; termination shall be effective as of the date of written notice of failure to cure; or (g) Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude.