6. Definition of Terms. The following terms referred to in this Agreement will have the following meanings:
(a) Affiliate. Affiliate means the Company and any other parent or subsidiary corporation of the Company or of any such Affiliate, as such terms are defined in Section 424(e) and (f) of the Code.
(b) Benefit Plans. Benefit Plans means plans, policies or arrangements that the Company sponsors (or participates in) and that immediately prior to Executives termination of employment provide Executive and/or Executives eligible dependents with medical, dental, vision and similar benefits. Benefit Plans do not include any other type of benefit (including, but not by way of limitation, disability, life insurance, or retirement benefits).
(c) Cause. The term Cause shall mean (i) the Executives (A) plea of guilty or nolo contendere to, or indictment for, any felony or (B) conviction of a crime involving moral turpitude that has had or could reasonably be expected to have a material adverse effect on the Company or any of its Affiliates (collectively, the Company Group), (ii) the Executives commitment of an act of fraud, embezzlement, material misappropriation or breach of fiduciary duty against any member of the Company Group, (iii) the Executives failure for any reason after ten (10) days written notice thereof to correct or cease any refusal or intentional or willful failure to comply with the lawful, reasonably appropriate requirement of the Company, as communicated by the Chief Executive Officer or the Board, (iv) the Executives chronic absence from work, other than for medical reasons, or failure to devote all of his business time, attention and efforts, as well as his business judgment, skill and knowledge exclusively to the advancement of the business and the interests of the Company and its Affiliates, unless approved by the Board in writing, (v) the Executives use of illegal drugs that has materially affected the performance of Executives duties, (vi) gross negligence or willful misconduct in the Executives duties hereunder that has caused substantial injury to the Company, or (vii) the Executives breach of any non-competition, non-solicitation and/or confidentiality provision under the LLC Agreement of QL Holdings, LLC, a Delaware limited liability company which Executive holds Class B Units, or any material breach of any proprietary/confidential information or assignment of inventions agreement between the Executive and any member of the Company Group (after taking into account any cure periods in connection therewith); unless, in each case, the event constituting Cause is curable, and has been cured by the Executive within ten (10) days of his receipt of written notice from the Company that an event constituting Cause has occurred and specifying the details of such event. For the avoidance of doubt, the occurrence of any event described in subsections (i) and (ii) above shall be deemed to be incurable by the Executive.
(d) Disability. Disability will mean that the Employee has been unable to perform his or her Company duties as the result of his or her incapacity due to physical or mental illness, and such inability, at least twenty-six (26) weeks after its commencement or one hundred and eighty (180) days in any consecutive twelve (12) month period, is determined to be total and permanent by a physician selected by the Company or its
Severance Agreement (Cramer)