definiens: means ( i ) any significant act of personal dishonesty by Dr. Emanuele in connection with his responsibilities as anemployee ; ( ii ) acts or omissions constituting recklessness or willful misconduct on the part of Dr. Emanuele with respect toDr . Emanuele ’s obligations or otherwise relating to the business of Acquiror ; ( iii ) any material breach or continued willful violationsby Dr. Emanuele of Dr. Emanuele ’s obligations to Acquiror, including under any offer letter, employment agreement, ProprietaryRights and Non - Disclosure Agreement or other agreement by and between Dr. Emanuele and Acquiror ( other than this Agreement inhis capacity of Stockholders ’ Agent ), that is not cured during a period of thirty ( 30 ) days after written notice from Acquiror;(iv ) Dr. Emanuele ’s conviction ( including any plea of guilty or nolo contendere ) of any felony or other criminal act involvingdishonesty or moral turpitude ; or ( v ) any material failure by Dr. Emanuele to comply with Acquiror ’s written policies