(ii) the Executives failure to perform the Executives material duties to the Company or to follow the lawful directives of the Board or the officer to whom the Executive reports (other than as a result of death or disability);
(iii) indictment or conviction of the Executive, or pleading by the Executive of guilty or nolo contendere to, any felony or any crime involving moral turpitude;
(iv) the Executives violation of any laws, rules or regulations of any governmental or regulatory body, which violation is or is reasonably likely to be materially injurious to the Companys financial condition or reputation;
(v) the Executives failure to cooperate in any audit or investigation of the business or financial practices of the Company or any of its subsidiaries;
(vi) the Executives performance of any act of theft, embezzlement, fraud, material malfeasance, material dishonesty or misappropriation of the Companys property;
(vii) breach by the Executive of a provision of this Agreement or any agreement with the Company, or a violation by the Executive of the Companys code of conduct or any other written policy, which breach or violation is or is reasonably likely to be materially injurious to the Companys financial condition or reputation;
(viii) the Executives possession or use of illegal drugs;
(ix) the Executives legal use of alcohol or controlled substances in a manner that materially impairs the Employees ability to effectively perform his job; or
(x) the Executives commission of any act that is or is reasonably likely to be materially injurious to the Companys financial condition or reputation.
The Company shall provide the Executive with a written notice detailing the specific circumstances alleged to constitute Cause within 30 days after the Company becomes aware of such circumstances, and may terminate the Executives employment within 10 days following the expiration of the Executives 15-day cure period described above, to the extent remedy is reasonably feasible.
(f) Code means the Internal Revenue Code of 1986, as amended.
(g) Good Reason means, without the written consent of the Executive, the occurrence of any one or more of the following:
(i) a material reduction of the Executives base salary or target annual bonus;
(ii) a material diminution in the Executives position, duties, authority, or responsibilities (other than temporarily while the Executive is physically or mentally incapacitated);