definiens: shall mean, withrespect to a TYSABRI Employee, any of the following : ( i ) willful breach, habitual neglect, or poor performance of such TYSABRI Employee ’s job duties and responsibilities, asdetermined by [COMPANY] in its sole discretion ; ( ii ) such TYSABRI Employee ’s conviction ( or theentry of a guilty plea or plea of nolo contendre ) of any crime, excluding minor trafficoffenses ; ( iii ) commission of an act of dishonesty or breach of fiduciary duty by suchTYSABRI Employee ; ( iv ) commission of a material violation of any of the personnelpolicies of [COMPANY] by such TYSABRI Employee, including but not limited to, violations ofElan ’s confidentiality or stock trading policies or its policies against any form ofharassment ; or ( v ) any action or omission by such TYSABRI Employee, which, asreasonably determined by [COMPANY], is contrary to the business interest, reputation or goodwillof [COMPANY]