(c) Termination by Company for Cause. The Company may terminate the Executives employment hereunder for Cause. For purposes of this Agreement, Cause shall mean any of the following:
(i) conduct by the Executive in connection with the Executives service to the Company that is fraudulent or which is grossly negligent;
(ii) the commission by the Executive of acts satisfying the elements of (A) any felony or (B) a misdemeanor involving deceit, dishonesty or fraud related to the Executives employment;
(iii) the Executives willful failure or refusal to comply with lawful directives of the Board which, if curable, is not cured by the Executive within 30 days following the Executives receipt of written notice from the Company;
(iv) the Executives willful material breach of a written Company policy or the Executives representations, warranties, covenants and/or obligations under this Agreement or the Restrictive Covenant Agreement;
(v) materially unsatisfactory performance by the Executive which, if curable, is not cured by the Executive within 30 days following the Executives receipt of written notice from the Company;
(vi) material misconduct by the Executive which discredits or damages the Company or any of its affiliates; and/or
(vii) the Executives failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.
(d) Termination by the Company without Cause. The Company may terminate the Executives employment hereunder at any time without Cause. Any termination by the Company of the Executives employment under this Agreement which does not constitute a termination for Cause under Section 3(c) and does not result from the death or disability of the Executive under Section 3(a) or (b) shall be deemed a termination without Cause.
(e) Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, Good Reason shall mean, consistent with the Prior Agreement (which, for the avoidance of doubt, is fully superseded):
(i) that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the Executives first awareness of the first occurrence of any of the following events without the Executives consent (each, a Good Reason Condition):
(A) a material diminution in the Executives responsibilities, authority or duties;
(B) a material diminution in the Executives Base Salary;