[As used in this Agreement, Cause shall mean, except as may otherwise be provided in Participants employment or service agreement to the extent such agreement is in effect at the relevant time, any of the following events:
(a) Participants willful failure substantially to perform his or her duties and responsibilities to the Company (other than any such failure resulting from Participants incapacity due to physical or mental illness) or carry out or comply with a lawful and reasonable directive of the Company, in each case, after a written demand for performance is delivered to Participant by the Administrator, which demand specifically identifies the manner in which the Administrator believes that Participant has not performed his or her duties;
(b) Participants deliberate violation of a Company policy;
(c) Participants commission of, including any entry by Participant of a guilty or no contest plea to, any felony under any state, federal or foreign law or any crime involving moral turpitude, or Participants commission of unlawful harassment or discrimination;
(d) Participants commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material reputational, economic or financial injury to the Company;
(e) Participants unlawful use (including being under the influence) or possession of illegal drugs on the Companys (or any affiliates) premises or while performing Participants duties and responsibilities;
(f) Participants willful misconduct or gross negligence with respect to any material aspect of the Companys business or a material breach by Participant of his or her fiduciary duty to the Company;
(g) unauthorized use or disclosure by Participant of any proprietary information or trade secrets of the Company or any other party to whom Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or
(h) Participants willful breach of any of his or her obligations under any written agreement or covenant with the Company.]
EXERCISE OF OPTION
3.1 Person Eligible to Exercise. During Participants lifetime, only Participant may exercise the Option. After Participants death, any exercisable portion of the Option may, prior to the time the Option expires, be exercised by Participants Designated Beneficiary as provided in the Plan.
3.2 Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised, in whole or in part, according to the procedures in the Plan at any time prior to the time the Option or portion thereof expires, except that the Option may only be exercised for whole Shares.