10. Definition of Terms. The following terms referred to in this Agreement will have the following meanings:
(a) Affiliate means all entities with whom the Company would be considered a single employer under Section 414(b) (employee of controlled group of corporations) of the Code or Section 414(c) (employees of partnerships, proprietorships, etc., under common control) of the Code.
(b) Board means the Companys Board of Directors.
(c) Cause means (i) Executives material dishonest statements or acts with respect to the Company or any Affiliate, or any current or prospective customers, suppliers vendors or other third parties with which such entity does business; (ii) Executives commission of (A) a felony or (B) any crime involving fraud, embezzlement or any other act of moral turpitude or the misappropriation of material property belonging to, the Company or an Affiliate; (iii) Executives material failure to perform his assigned duties and responsibilities to the reasonable satisfaction of the Board which failure continues for thirty (30) days after notice given to Executive; (iv) Executives gross negligence, willful misconduct or insubordination with respect to the Company or any Affiliate; (v) Executives violation of any U.S. or non-U.S. federal, state, or securities law or regulation or of any U.S. or non-U.S. federal, state, or securities law or regulation applicable to the business of the Company or any Affiliate, which violation was or is reasonably likely to be materially injurious to the Company or any Affiliate; (vi) Executives willful failure to cooperate with an investigation authorized by the Board or initiated by a governmental authority, in either case, relating to the Company or any Affiliate, their businesses, or any of their directors, officers or employees; or (vii) Executives material violation of any Company codes or policies (including the Guide to Benefits, Standards and Frameworks) or any provision of any agreement(s) between Executive and the Company relating to non-solicitation, nondisclosure and/or assignment of inventions. For the avoidance of doubt, the termination by the Company of Executives employment due to Executives Disability shall not constitute Cause.
(d) Code means the Internal Revenue Code of 1986, as amended.
(e) Competitor Service means Executives employment, consulting, advisory or independent contractor service with any person, entity or business whose business, products or operations are in any respect involved in or who has plans to be involved in the Covered Business anywhere within the Territory. Territory shall mean (i) all states, territories, districts, or commonwealths of the United States of America in which the Company or any Affiliate provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of Executives Termination; and (ii) any other countries in which the Company or any Affiliate provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of Executives Termination.
(f) Continuation Support means the continuation of the Security Program after Executives Termination.
(g) Covered Business means any business in which the Company, at the time of Executives Termination, is engaged or in which the Company or any Affiliate has plans to be engaged, or any service that the Company or any Affiliate provides or has plans to provide.