4.2.1 the willful failure, disregard or refusal by Executive to perform his duties and obligations hereunder (other than any such failure resulting from the disability of Executive), which, to the extent it is curable by Executive, is not cured within thirty (30) days after written notice thereof is given to Executive by Company;
4.2.2 Executives conviction (or entry of a nolo contendere plea) of a crime or offense (i) constituting a felony or involving fraud or moral turpitude or (ii) involving the property of Company that results in a material loss to Company; provided that, in the event that Executive is arrested or indicted for such a crime or offense, then Company may, at its option, place Executive on paid leave of absence, pending the final outcome of such arrest or indictment;
4.2.3 any act of fraud or embezzlement with respect to Company or its business relations, or Executives violation of any law, which act or violation in the reasonable judgment of the Board is materially and demonstrably injurious to the operations or financial condition of Company;
4.2.4 Executives material breach of any agreement with Company, which, to the extent it is curable by Executive, is not cured within thirty (30) days after written notice thereof is given to Executive by Company; or
4.2.5 Executives willful failure or refusal to follow the CEOs and/or Boards reasonable and lawful instructions consistent with this Agreement, which, to the extent it is curable by Executive, is not cured within thirty (30) days after written notice thereof is given to Executive by Company;
provided, however, that no act or failure to act on Executives part shall be considered willful unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that his action or omission was in the best interests of Company.
4.3 Termination without Cause; Termination by Executive without Good Reason. Executive may terminate his employment and the Employment Period at any time for any reason upon thirty (30) days prior written notice to Company. Company may terminate Executives employment and the Employment Period without Cause, upon written notice to Executive. Upon termination of Executives employment with Company for any reason, Executive shall be deemed to have resigned from all positions with Company and its subsidiaries (provided that any such deemed resignations shall not affect Executives entitlement (if any) to severance pay and benefits hereunder).
4.4 Termination by Executive for Good Reason.
4.4.1 Executive may terminate Executives employment and the Employment Period, in accordance with the process set forth below for Good Reason. For purposes of this Agreement Good Reason shall mean the occurrence of any of the following after the Effective Date:
(i) a failure of Company to meet its obligations in any material respect under this Agreement, including, without limitation, (x) a reduction in the Base Salary or Target Performance Bonus percentage without Executives written consent or (y) any failure to pay the Base Salary or earned and owed Performance Bonus (other than, in the case of clause (y), the inadvertent failure to pay a de minimis amount of the Base Salary or earned and owed Performance Bonus, which payment is immediately made by Company upon notice from Executive);