(iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Companys expense reimbursement policy; and
(iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Companys employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein.
Items 2.1(a)(i) through 2.1(a)(iv) are referred to herein collectively as the Accrued Amounts.
(b) For purposes of this Agreement, Cause shall mean:
(i) the Executives willful failure to perform [his/her] duties (other than any such failure resulting from incapacity due to physical or mental illness);
(ii) the Executives engagement in dishonesty, illegal conduct, or gross misconduct, which, in each case, poses a substantial risk of material injury to the Company or its affiliates;
(iii) the Executives embezzlement, misappropriation, or fraud, whether or not related to the Executives employment with the Company;
(iv) the Executives conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude;
(v) the Executives material breach of any material obligation under this Agreement or any other written agreement between the Executive and the Company; or
(vi) any material failure by the Executive to comply with the Companys written policies or rules, as they may be in effect from time to time during the Employment Term, if such failure poses a substantial risk of material reputational or financial harm to the Company.
For purposes of this provision, no act or failure to act on the part of the Executive shall be considered willful unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executives action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.