(iii) gross misconduct by the Executive with respect to any of the Executives material duties or obligations under this Agreement, which to the extent it is curable by the Executive, is not cured within 30 days after written notice thereof is given to the Executive by the Company;
(iv) the Executives commission of any felony or any misdemeanor involving moral turpitude, deceit, dishonesty or fraud (including entry of a nolo contendere plea);
(v) the Executives misappropriation or embezzlement of the property of the Company or its affiliates (whether or not a misdemeanor or felony); or
(vi) willful and material breach by the Executive of any of the material provisions of this Agreement, of any Company policy, and/or of the Restrictive Covenants Agreement, which, to the extent it is curable by the Executive, is not cured within 30 days after written notice thereof is given to the Executive by the Company.
(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 that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executives consent (each, a Good Reason Condition):
(i) a material reduction in the Executives Base Salary (other than an across-the-board decrease in base salary applicable to all executive officers of the Company);
(ii) a material breach of this Agreement by the Company;
(iii) a material reduction in the Executives duties, authority or responsibilities relative to the Executives duties, authority, and responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Head of Research and Development of the Company remains as such following a Change in Control but is not made the Head of Research and Development of the acquiring corporation) will not constitute a Good Reason Condition; or
(iv) the relocation of the Executives principal place of employment in a manner that lengthens the Executives one-way commute distance by fifty (50) or more miles from the Executives then-current principal place of employment immediately prior to such relocation.