definiens: shall mean : ( a ) the willful, negligent, and/or continued failure of t he Executive to perform substantially his duties, responsibilities, and services under this Agreement for the Company ( other than any such failure resul ting from the Executive ’s death or Disability ) ; ( b ) the convi ction of, or plea of guilty or nolo contendere to, a felony, or ( c ) fraud, dishonesty, or gross misconduct which is mat erially and demonstratively injurious to the Compan y, including, but not limited to, any Negative Light a ctions, which may include the failure to undertake or pass any medical, dru g, or narcotic testing in accordance with the Compa ny ’s policies or procedures or as directed by the Board or CEO from time - to- time . Termination under clauses ( b ) or ( c ) of this Section 10(c)(1 ) shall not be subject to cure