The following definitions will apply for purposes of this Policy:
Base Salary means the Participants base salary as of the effective date of Participants Qualifying Termination (without taking into account any reduction in salary forming the basis for a Resignation for Good Reason).
Cause means one or more of the following, as determined by the Committee in its sole discretion:
(i) the Participants habitual neglect of or willful failure to perform his or her duties (other than any such failure resulting from incapacity due to physical or mental illness);
(ii) the Participants commission of any act of dishonesty, illegal conduct or willful misconduct that results in (or might have reasonably resulted in) material harm to the Company or its affiliates, or is intended to result in substantial personal enrichment;
(iii) the Participants embezzlement, misappropriation, or fraud, whether or not related to Participants employment with the Company;
(iv) the Participants failure to cooperate with the Company in any investigation or formal proceeding initiated by a governmental authority or otherwise approved by the Board or the Audit Committee of the Board;
(v) the Participants conviction of or plea of guilty or nolo contendere to felony criminal conduct or material misconduct involving moral turpitude;
(vi) the Participants material breach of any obligation or duty under any written employment or other agreement between the Company and Participant, including any material violation of Participants Proprietary Information and Inventions Agreement with the Company; or
(vii) Any material failure by Participant to comply with the Companys written policies or rules, as they may be in effect from time to time, including related to sexual harassment or sexual misconduct.
Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, a Participant will have 30 days from the delivery of written notice by the Company within which to cure any acts constituting Cause.
Change in Control means a Corporate Transaction that also qualifies as a Change in Control, each as defined in the Equity Plan.
CIC Period means the period beginning on the date that is 90 days prior to the consummation of a Change in Control and ending on the date that is twelve (12) months following the consummation of a Change in Control.