For purposes of this Agreement, the following terms shall have the meanings ascribed to them below.
(a)the Executive’s willful failure to substantially perform his duties (other than as a result of physical or mental illness or injury);
(b)the Executive’s willful misconduct or gross negligence, which is materially injurious to the Company;
(c)a breach by the Executive of his fiduciary duty or duty of loyalty to the Company;
(d)the Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a serious crime involving moral turpitude;
(e)the Executive’s unauthorized disclosure of Confidential Information; or
(f)the Executive’s material breach of any material obligation under this Agreement or any other written agreement between the Executive and the Company.
For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.
Termination of the Executive’s employment shall not be deemed to be for Cause unless and until the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board (after reasonable written notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that the Executive has engaged in the conduct described in any of clauses (a)–(f) above. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, the Executive shall have 30 days from the delivery of written notice by the Company within which to cure any acts constituting Cause.
“Good Reason” means the occurrence of any of the following, in each case, during the Executive’s employment without the Executive’s written consent:
(a)a decrease in the Executive’s Base Salary or Annual Bonus opportunity, other than a decrease in Annual Bonus opportunity that applies to all senior executives of the Company;