definiens: means : ( A ) the failure to properly perform Executive 's job responsibilities, asdetermined reasonably and in good faith by the Board of Directors ; ( B ) commission of any act of fraud, gross misconduct ordishonesty with respect to LifeMap or any Related Company ; ( C ) conviction of, or plea of guilty or to, any felony, or a crime involving moral turpitude ; ( D ) breach of any provision of this Agreement or any provision of any proprietaryinformation and inventions agreement with LifeMap or any Related Company ; ( E ) failure to follow the lawful directions of theBoard of Directors of LifeMap or any Related Company ; ( F ) chronic alcohol or drug abuse ; ( G ) obtaining, in connection withany transaction in which LifeMap, any Related Company, or any of LifeMap ’s affiliates is a party, a material undisclosedfinancial benefit for Executive or for any member of Executive ’s immediate family or for any corporation, partnership, limitedliability company, or trust in which Executive or any member of Executive ’s immediate family owns a material financial interest;or ( H ) harassing or discriminating against, or participating or assisting in the harassment of or discrimination against, anyemployee of LifeMap ( or a Related Company or an affiliate of LifeMap ) based upon gender, race, religion, ethnicity, ornationality