4.02 Definition of Disability. For purposes of this Agreement, the Executive will be deemed to have a Disability under any of the following conditions: (a) for physical or mental reasons, the Executive is unable to render and perform substantially and continuously the Executives duties and services as required by this Agreement for 12 consecutive weeks, or for 16 nonconsecutive weeks during any 12-month period, or (b) the prognosis or recommendations of the Examining Doctor (as defined in this Section 4.02) are such that the Executive would be unable to render and perform substantially and continuously the Executives duties and services under this Agreement for 12 consecutive weeks, or for 16 nonconsecutive weeks during any 12-month period. Upon the request of either party hereto following written notice to the other, the Disability of the Executive will be determined by a medical doctor (the Examining Doctor) who shall be selected as follows: the Employer and the Executive shall mutually select a doctor, or, if no agreement is reached, each party shall select a medical doctor, and those two medical doctors will select a third medical doctor who will be the Examining Doctor. The determination of the Examining Doctor as to whether or not the Executive has a Disability will be binding on both parties hereto. The Executive must submit to a reasonable number of examinations by the Examining Doctor, and the Executive hereby authorizes the disclosure and release to the Employer of such determination and the results of such examinations. If the Executive is not legally competent, the Executives legal guardian or duly authorized attorney-in-fact will act in the Executives stead under this Section 4.02 for the purposes of submitting the Executive to examinations and providing any such authorizations of disclosure.
4.03 Definition of Cause. For purposes of this Agreement, Cause shall mean that the Executive has: (a) breached any duty of loyalty to or material legal or contractual obligation that he has to the Employer, which specific breach, if curable, is not cured within 30 days after written notice to the Executive thereof or, if cured, recurs in the 6-month period following such cure; (b) intentionally and knowingly failed to follow any reasonable written lawful directive of the Board of Directors of the Employer which is otherwise consistent with the Executives position and responsibilities, which specific failure, if curable, is not cured within 30 days after written notice to the Executive thereof or, if cured, recurs in the 6-month period following such cure; (c) engaged in willful misconduct, willful violation of any law, fraud, embezzlement or material acts of dishonesty relating to the affairs of the Employer that are materially injurious to the Employer; (d) been convicted of or pleaded nolo contendere to any felony or other crime of moral turpitude; or (e) willfully and intentionally failed to comply with any lawful material written rule, policy or procedure of the Employer, which specific failure, if curable, is not cured within 30 days after written notice thereof or, if cured, recurs in the 6-month period following such cure.
4.04 Definition of Good Reason. For the purposes of this Agreement, the phrase Good Reason means either (i) the Employers material breach of this Agreement and the Employers failure to remedy such breach within 30 days following the delivery of written notice of such breach by the Executive to the Employer; (ii) the constructive termination of the Executive, which is defined for purposes of this Agreement as the assignment by the Employer to the Executive, without the prior written consent of the Executive, of responsibilities or duties that are materially lesser than those typically associated with the title of Chief Executive Officer or a change of the Executives title to a position lower than Chief Executive Officer; or (iii) the