Firm may reasonably request in order to make a determination under this Section. The Company will bear all costs and make all payments for the Firms services relating to any calculations contemplated by this Section 5.
6. Definition of Terms. The following terms referred to in this Agreement will have the following meanings:
(a) Cause. Cause will mean:
(i) Executives repeated failure to perform his or her duties and responsibilities to the Company, or abide, in all material respects, with the policies of the Company after written notice from the Board or an officer of the Company describing in reasonable detail Executives failure to perform such duties or responsibilities or abide by such policies;
(ii) Executives engagement in illegal conduct that was or is injurious in any material respect to the Company;
(iii) Executives material violation or material breach of his or her Employment, Confidential Information and Invention Assignment with the Company that is not cured within twenty (20) days of written notice thereof or is incapable of cure; or
(iv) Executives conviction of, or entry of a plea of guilty or nolo contendere to, a felony (other than motor vehicle offenses the effect of which do not materially impair Executives performance of his employment duties) or any crime involving fraud, embezzlement or other offense which involves moral turpitude, and/or committing any act of embezzlement, dishonesty or fraud against, or the misappropriation of material property belonging to, the Company.
The foregoing definition does not in any way limit the Companys ability to terminate Executives employment relationship at any time as provided in Section 2 above, and the term Company will be interpreted to include any subsidiary, parent, affiliate or successor thereto, if applicable.
(b) Change in Control. Change in Control means the occurrence of any of the following events:
(i) A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group within the meaning of Section 13(d) of the Exchange Act (Person), acquires ownership of the stock of the Company that, together with the stock already held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; or
(ii) A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or
(iii) A change in the ownership of a substantial portion of the Companys assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the
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