(iii) the Executives misappropriation or embezzlement of Company funds or property or an act of fraud upon the Company made by the Executive;
(iv) the Executives conviction of, or plea of guilty or nolo contendere to, a crime constituting a felony, or crime constituting a misdemeanor involving theft, embezzlement, dishonesty, or moral turpitude;
(v) the willful failure by the Executive to perform his or her material duties for the Company;
(vi) repeated and continuous failure to perform the Executives duties to the satisfaction of the Board in its good faith determination;
(vii) the Executives breach of the Executives fiduciary duties to the Company;
(viii) a willful violation of a written Company policy, the violation of which is stated in such policy to be grounds for termination, or lawful directive of the Board;
(ix) conduct which violates applicable law or the policies of the Company with respect to non-discrimination, workplace harassment or similar protections of workers in the workplace;
(x) an act by the Executive which constitutes gross misconduct and which is materially and demonstrably injurious to the Company; or
(xi) the Executives commission of any act, occurring or coming to light during Executives employment with the Company, that brings the Executive into public contempt or ridicule or that the CEO and the Board reasonably judge to be likely to injure the operations or reputation of the Company or the Companys employees or reputation, with the Executive accorded an opportunity to respond in writing or in person, at the Executives option, to the CEO and the Board prior to the termination of the Agreement; provided that, if the Executive subject to this Section 5(b)(xi) is the CEO, the CEOs judgement shall not be taken into account when evaluating such act, occurring or coming to light.
No act, or failure to act, by the Executive shall be considered willful unless committed without good faith and without a reasonable belief that the act or omission was in the Companys best interests.
Notwithstanding the foregoing, Cause shall not exist with respect to Section 5(b)(iv), Section 5(b)(v), Section 5(b)(vi) or Section 5(b)(vii) until and unless the Executive fails to cure such breach, neglect or misconduct (if such breach, neglect or misconduct is capable of cure) within ten (10) days after written notice from the Board. If the Executives employment ends for any reason other than discharge by the Company for Cause, but at a time when the Company had Cause to terminate the Executives employment (or would have had Cause if it knew all of the relevant facts), the Executives termination shall be treated as a discharge by the Company for Cause.