Cause

Cause. Means that (i) the engagement by the Executive in any act of fraud, dishonesty, theft, or misappropriation or embezzlement of funds with respect to the Company or an affiliate of the Company; (ii) the conviction of, or the entry of a plea of guilty or no contest by the Executive with respect to a criminal charge that could be expected to have a material impact on the performance of the Executive's duties or the Company's reputation or operations; (iii) the material breach by the Executive of... his obligations under this Agreement, including without limitation, breach of the covenants set forth in Section 15 or the refusal by the Executive to perform the job duties consistent with the Executive's position as directed by the Board, which the Executive failed to sure within thirty (30) days after receiving written notice from the Board specifying the alleged breach; (iv) the violation of the Executive of any material duty or obligation to the Company or any direction or any rule or regulation reasonably established by the Board which the Executive failed to cure within thirty (30) days after receiving written notice from the Board specifying the alleged violation; or (v) the insubordination or the commission by the Executive of misconduct in the performance of, or the neglect of, the Executive's duties which the Executive failed to cure within thirty (30) days after receiving written notice from the Board specifying the alleged insubordination, misconduct or neglect. View More

Cause. Executive has: (a) been indicted for (i) a felony or (ii) any crime involving moral turpitude; (b) committed any act of embezzlement or fraud involving the Company; (c) failed to follow any lawful and substantive directions which had been communicated to Executive by the Board, which failure is not cured within 10 days following written notice to Executive; (d) acted with gross negligence or willful misconduct with respect to the Company which has a substantive and adverse effect on the... Company; (e) been continuously or repeatedly absent from the workplace (unless such absences are (i) in compliance with the terms of this Agreement or the Company's policies (including vacation policies) or (ii) is a result of Executive's illness or Disability); or (f) breached any material provision of this Agreement, which breach, if capable of being cured, is not cured within 20 days following written notice thereof to the Executive. View More

Cause. (i) your dishonest statements or acts with respect to the Company or any affiliate of the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business that results in or is reasonably anticipated to result in harm to the Company; (ii) your commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) your failure to perform your assigned duties and responsibilities, which... failure continues, in the reasonable judgment of the Board, for 30 days after written notice given to you describing such failure; (iv) your gross negligence, willful misconduct or insubordination that results in or is reasonably anticipated to result in harm to the Company; (v) your violation of any material provision of any agreement(s) between you and the Company or any Company policies including, without limitation, this Agreement, the Restrictive Covenants Agreement, agreements relating to noncompetition, nonsolicitation, nondisclosure and/or assignment of inventions or policies related to ethics or workplace conduct; or (vi) your failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Board to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation. View More

Cause. (a) has been convicted of, or entered a plea of guilty or "nolo contendere" to, a felony or a crime involving moral turpitude causing material harm to the standing and reputation of the Company, (b) violated any of the Executive's obligations under this Agreement, any award agreement under the EIP, any award agreement under the Surna, Inc. 2017 Equity Incentive Plan, any proprietary rights, non-competition, non-disclosure or other restrictive covenant agreements in effect between the Executive... and the Company, including such agreements in this Agreement, which are demonstrably willful or deliberate on the Executive's part, (c) has willfully or deliberately failed to perform the Executive's material duties assigned by, or to follow the lawful orders and direction of, the Board (other than by reason of illness or temporary disability), (d) has engaged in illegal conduct, gross misconduct, fraud or material dishonesty in connection with the Business of the Company, (e) has engaged in willful misappropriation or embezzlement of any of the Company's funds or property, or (f) has engaged in conduct that violated the Company's then existing written internal policies or procedures and which is detrimental to the Business or reputation of the Company. The Company may place the Executive on paid leave for up to sixty (60) consecutive days while it is determining whether there is a basis to terminate Executive's employment for Cause. View More

Cause. (A) Executive's conviction of or plea of nolo contendere to a felony; (B) Executive's commission of fraud, misappropriation or embezzlement against any person; (C) the theft or misappropriation by Executive of any property or money of the Company or an affiliate; (D) Executive's breach of the terms of this Agreement; or (E) the willful or gross neglect of Executive's duties, the willful or gross misconduct in performance of Executive's duties or the willful violation by Executive of any... material Company policy. Notwithstanding the foregoing, Cause shall not exist with respect to subsection (D) or (E), until and unless Executive fails to cure such breach, neglect or misconduct (if such breach, neglect or misconduct is capable of cure) within ten (10) days after written notice from the Board. View More

Cause. (i) Executive's indictment, pleading of nolo contendere or conviction by a final, non-appealable court order of a felony or a crime involving embezzlement or conversion of property; (ii) Executive's habitual drunkenness or substance abuse which materially interferes with his ability to discharge his duties, responsibilities and obligations under any agreement between Executive and the Company or any of its Subsidiaries (which shall include, from and after the Effective Date, the Company or any... of its Affiliates); (iii) the material breach by Executive of any agreement between Executive and the Company or any of its Subsidiaries or any written policy of the Company and its Subsidiaries applicable to its senior employees that results in material harm to the Company and its Subsidiaries or (iv) Executive's commission of fraud, embezzlement or misappropriation of funds against the Company or any of its Subsidiaries. In the case of clauses (ii) and (iii) above, in order for "Cause" to apply, Executive must be given written notice from the Board of the matter giving rise to "Cause" and fail to cure such matter (to the extent capable of cure) within thirty (30) days following such written notice. View More

Cause. For purposes of this Agreement, 'Cause' is defined as any of the following: (i) your commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States, any state thereof, or any applicable foreign jurisdiction; (ii) your attempted commission of, or participation in, a fraud or act of dishonesty against the Company or any affiliate of the Company; (iii) your intentional, material violation of any contract or agreement between you and the... Company or any affiliate of the Company or of any statutory duty owed to the Company or any affiliate of the Company; (iv) your unauthorized use or disclosure of the Company's or any affiliate of the Company's confidential information or trade secrets; or (v) your gross misconduct. The determination that a termination of your employment is either for Cause or without Cause shall be made by the Company in its sole discretion. View More

Cause. The Company shall have "Cause" to terminate Executive's employment hereunder upon: (i) A willful and continued material failure by the Executive to perform Executive's duties in a manner reasonably satisfactory to the Company that is not cured within thirty (30) days following delivery of written notice of such failure to the Executive if such failure is capable of being cured; (ii) A willful and continued refusal or failure to follow the lawful and reasonable directions of the Board or... individual to whom the Executive reports, which refusal or failure is not cured within thirty (30) days following delivery of written notice of such conduct to the Executive; (iii) Willful, material violation by the Executive of any contractual, statutory or fiduciary duty owed by Executive to the Company or any of its affiliates; (iv) Executive's conviction, plea of no contest or plea of nolo contendere for any felony involving fraud, dishonesty or a breach of trust; (v) Conduct by the Executive which, based upon good faith and reasonable factual investigation and determination of the Company, demonstrates Gross Unfitness to serve; (vi) Willful misconduct that causes or is likely to cause material economic harm or public disgrace to the Company or any of its subsidiaries or affiliates; or (vii) Executive's habitual, unlawful use of illegal drugs on the Company's (or any of its affiliate's) premises or while performing Executive's duties and responsibilities under this Agreement View More

Cause. (i) any material violation of the terms of any of the Company's or its subsidiaries' policies or procedures or codes of conduct, provided that if such violation is capable of cure the Executive has been given written notice of the violation and 30 days to cure such violation as determined in the reasonable discretion of the Board, (ii) Executive's conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude, (iii)... Executive's gross negligence or willful misconduct in performance of Executive's duties, (iv) Executive's material breach of this Agreement or any other agreement with the Company or any of its subsidiaries, provided that if such breach is capable of cure the Executive has been given written notice of the violation and 30 days to cure such violation as determined in the reasonable discretion of the Board, or (v) Executive's willful failure or refusal to perform Executive's obligations pursuant to this Agreement, or failure to follow any reasonable and lawful directive from the Board, provided that if such failure or refusal is capable of cure the Executive has been given written notice of the violation and 30 days to cure such violation as determined in the reasonable discretion of the Board. View More

Cause. For purposes of this Agreement, 'Cause' for the Company to terminate your employment hereunder shall mean the occurrence of any of the following events, as determined by the Company in its sole and absolute discretion: i.your conviction of, or plea of nolo contendere to, any felony or any crime involving fraud, dishonesty or moral turpitude; ii.your commission of or participation in a fraud or act of dishonesty against the Company that results in (or would reasonably be expected to result in)... material harm to the business of the Company; iii.your intentional, material violation of any contract or agreement between you and the Company or any statutory duty you owe to the Company or the improper disclosure of confidential information (as defined in the Company's standard confidentiality agreement); iv.your conduct that constitutes gross insubordination or habitual neglect of duties and that results in (or would reasonably be expected to result in) material harm to the business of the Company; v.your material failure to perform the duties of your position as Chief Talent Officer; vi.your material failure to follow the Company's material policies; or vii.your failure to cooperate with the Company in any investigation or formal proceeding; provided, however, that the action or conduct described in clauses (iii), (iv), (v), (vi) and (vii) above will constitute 'Cause' only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure the same if such action or conduct is curable. View More