For purposes of this Agreement, “Cause” means # Awardee’s continued failure to substantially perform his or her duties (other than as a result of total or partial incapacity due to physical or mental illness), # Awardee’s commission of a crime constituting # a felony under the laws of the United States or any state thereof or # a misdemeanor involving moral turpitude, # Awardee’s fraud, misappropriation, misconduct or dishonesty in connection with his or her duties, # any act or omission which is, or is reasonably likely to be, materially adverse or injurious (financially, reputationally or otherwise) to the Company or any of its affiliates, # Awardee’s breach of any material obligations contained in Awardee’s employment agreement or offer letter with the Company, including, but not limited to, any restrictive covenants or obligations of confidentiality contained therein # Awardee’s breach of the Company’s Code of Conduct or # Awardee’s material breach of any Company policies and procedures applicable to Awardee.