(i) Cause. Cause shall mean the occurrence of any of the following: (i) Participants conviction of any felony or any crime involving fraud or dishonesty; (ii) Participants participation in a fraud, act of dishonesty or other act of gross misconduct that adversely affect the Company; (iii) conduct by Participant that demonstrates Participants gross unfitness to serve; (iv) Participants violation of any statutory or fiduciary duty, or duty of loyalty, owed to the Company; (v) Participants breach of any material term of any contract between such Participant and the Company, including but not limited to Participants Employment Agreement and Confidentiality Agreement therin; and/or (vi) Participants material violation of material Company policy. Whether a termination is for Cause shall be decided by the Board in its sole and exclusive judgment and discretion. Prior to any termination for Cause pursuant to each event listed in (v) and (vi) above, to the extent such event(s) is capable of being cured by Participant, (A) the Company shall give the Participant notice of such event(s), which notice shall specify in reasonable detail the circumstances constituting Cause, and (B) there shall be no Cause with respect to any such event(s) if the Board determines in good faith that such events have been cured by Participant within fifteen (15) days after the delivery of such notice.
(ii) Disability. Disability shall have the meaning set forth in the Plan.
(iii) Good Reason. Good Reason for Participant to terminate his employment hereunder shall mean the occurrence of any of the following events without Participants consent: (i) a material reduction by the Company of Participants Base Salary as initially set forth in Participants Employment Agreement or as the same may be increased from time to time, provided, however, that if such reduction occurs in connection with a Company-wide decrease in Participant team compensation, such reduction shall not constitute Good Reason; (ii) a material breach Participants Employment Agreement by the Company; (iii) the relocation of Participants principal place of employment, without Participants consent, in a manner that lengthens his one-way commute distance by fifty (50) or more miles from his then-current principal place of employment immediately prior to such relocation; or (iv) a material reduction in Participants duties, authority, or responsibilities relative to Participants duties, authority, or responsibilities in effect immediately prior to such reduction unless Participant is performing duties and responsibilities for the Company or its successor that are similar to those Participant was performing for the Company immediately prior to such transaction (for example, if the Company becomes a division or unit of a larger entity and Participant is performing duties for such division or unit that are similar to those Participant was performing prior to such transaction but under a different title as Participant had prior to such transaction, there will be no Good Reason). Provided, however, that, any such termination by Participant shall only be deemed for Good Reason pursuant to this definition if: (1) Participant gives the Company written notice of his intent to terminate for Good Reason within thirty (30) days following the occurrence of the condition(s) that he believes constitute(s) Good Reason, which notice shall describe such condition(s); (2) the Company fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the Cure Period); and (3) Participant voluntarily terminates his employment within thirty (30) days following the end of the Cure Period.