definiens: means termination by the Company of the Executive’semployment, pursuant to a reasonable good faith determination by the Company, by reason of ( i ) theExecutive ’s dishonesty or fraud, gross negligence in the performance of the Executive ’s duties andresponsibilities, deliberate violation of a Company policy, or refusal to comply in any material respect withthe legal directives of the Board or Chief Executive Officer so long as such directives are not inconsistentwith the Executive ’s position and duties as described herein ; ( ii ) conduct by the Executive that materiallydiscredits the Company, intentional engagement by the Executive in acts materially detrimental to theCompany ’s operations or business, persistent or habitual negligence in the performance of the Executive’sduties and responsibilities, or the Executive ’s conviction of a felony involving moral turpitude ; ( iii ) theExecutive ’s incurable material breach of the terms of this Agreement, the Employee ConfidentialInformation, Inventions and Non - Competition Agreement or any other material agreement between theExecutive and the Company ; or ( iv ) unauthorized use or disclosure by the Executive of any proprietaryinformation or trade secrets of the Company or any other party to whom the Executive owes an obligationof nondisclosure as a result of the Executive ’s position with the Company