Additional Defined Terms
Affiliate of any Person means any Person that directly or indirectly controls, is controlled by, or is under common control with the Person in question.
Cause shall be determined by the Board in its sole discretion and shall include the following: (a) Employees willful and material failure to perform his duties to the Company (other than any such failure or refusal resulting from Employees incapacity); (b) Employees commission of an act of fiduciary breach relating to the property of the Company and/or its Affiliates; (c) Employees gross misconduct; or (d) Employees material breach of the Agreement or any material written Company policy. Solely with respect to clauses (a) and (d) above, Employee shall have thirty (30) days after receipt of notice from the Company of the events or conditions constituting Cause within which to cure such events or conditions constituting Cause, and Cause shall not be deemed to exist unless and until Employee fails to cure such acts constituting Cause within such thirty (30) day cure period,
Code means the Internal Revenue Code of 1986, as amended.
Company Group means the Company and any of its Subsidiaries.
Disability or Disabled means the inability of Employee, due to a physical or mental impairment, for 120 days (whether or not consecutive) during any period of 360 days to perform the duties and functions contemplated by this Agreement. A determination of disability shall be made by the Company in consultation with a physician satisfactory to the Company, and Employee shall cooperate with the efforts to make such determination, Any such determination shall be conclusive and binding on the Parties.
Governmental Authority means any nation or government, any state, provincial or other political subdivision thereof, any entity exercising executive, legislative, judicial, quasi-judicial, regulatory or administration functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of the United States, any foreign government, any State of the United States or any political subdivision thereof, and any court, tribunal or arbitrators) of competent jurisdiction.
Person means an individual, a partnership, a corporation, a limited liability company, an association, a trust, a joint stock company, a joint venture, an unincorporated organization, any other business entity or a Governmental Authority.
Proprietary Information includes all information, whether or not in writing, whether or not patentable and whether or not copyrightable, of a private, secret, sensitive or confidential nature, owned, possessed or used by the Company, concerning the Companys business, business relationships or financial affairs, including, without limitation, any Invention, formula, vendor information, customer information, apparatus, equipment, trade secret, process, research, report, technical or research data, clinical data, know-how, computer program, software, software documentation, hardware design, technology, product, processes, methods, techniques, formulas, compounds, projects, developments, marketing or business plan, forecast, unpublished financial statement, budget, license, price, cost, customer, supplier or personnel information or employee list that is communicated to, learned of, developed or otherwise acquired by the Employee in the course of Employees employment with the Company.
Subsidiary means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (a) if a corporation, a majority of the total voting power