(d) Termination by Company With Cause. Company may terminate Employees employment with Cause by providing written notice, which for purposes of this Agreement means:
(i) willful misconduct, including, without limitation, violation of sexual or other harassment policy, misappropriation of or material misrepresentation regarding property of Company, other than customary and de minimis use of Company property for personal purposes;
(ii) willful refusal to perform, or repeated failure to perform, Employees lawfully assigned duties that are consistent with Employees title and authority (other than by reason of disability);
(iii) willful refusal to follow, or repeated failure to follow, the lawfully assigned directives that are consistent with the Employees title and authority;
(iv) a felony conviction, a plea of nolo contendere by Employee, or other criminal conduct by Employee that has or would result in material injury to Company, including conviction of fraud, theft, embezzlement, or a crime involving moral turpitude;
(v) a material breach of this Agreement; or
(vi) a material violation of Companys written employment and management policies that has or would result in material injury to Company.
If Company elects to terminate for Cause under (c)(ii), (iii), (v) or (vi), Employee shall have fifteen (15) days to cure after written notice, except where such cause, by its nature, is not curable or the termination is based upon a recurrence of an act previously cured by Employee.
(e) Termination by Employee for Good Reason. Employee may terminate Employees employment at any time with Good Reason, which is:
(i) a material diminution of Employees base compensation hereunder;
(ii) a requirement by Company that Employee relocate his residence to a location more than thirty-five (35) miles from the Employees residence at such time;
(iii) a material diminution in Employees title, duties, authority or responsibilities;
(iv) a requirement that Employee report to any person of lesser authority than the Board; or
(v) a material breach of this Agreement by Company.
If Employee elects to terminate for Good Reason under this Section 8(e), then (A) Employee must provide Company with written notice within thirty (30) days of such condition occurring that Employee intends to terminate Employees employment hereunder for one of the circumstances set forth above, (B) if such circumstance is capable of being cured, Company shall have thirty (30) days to cure. If Company has not cured and Employee elects to terminate Employees employment, Employee must do so within thirty (30) days after the end of the cure period. For purposes of clarification, the above-listed conditions shall apply separately to each occurrence of Good Reason