definiens: means, if the holder of a Company Equity Award ( I ) is a party to an employment agreement listed in Section 4.1(j)(i ) of the Company Disclosure Letter ( ), as defined in such Agreement, or ( II ) is not a party to an Applicable Employment Agreement, ( 1 ) ( x ) willful misconduct in the performance of the such holder ’s duties to the Company or ( y ) engaging in any other misconduct that results or could reasonably be expected to result in financial, reputational or other har m to the Company ; ( 2 ) breach of any employment, service or restrictive covenant agreement between such holder and the Company ; ( 3 ) gross negligence ; ( 4 ) material violation of any Company policy, rule, procedure or guideline ; ( 5 ) conviction of, or plea of guilty or nolo contendere to ( x ) a felony or ( y ) a misdemeanor involving moral turpitude or fraud ; or ( 6 ) commission of an act of fraud, embezzlement or misappropriation against the Company . Such holder shall be provided a 10 -day period to cure any of the e vents or occurrences described in the immediately preceding subsections ( 2 ), ( 3 ) and ( 4 ), to the extent capable of cure during such 10 -day period