Cause. “Cause” for the Company (or any acquiror or successor in interest thereto) to terminate your employment shall exist if any of the following occurs: # your conviction (including a guilty plea or plea of nolo contendere) of any felony or any other crime involving fraud, dishonesty or moral turpitude; # your commission or attempted commission of or participation in a fraud or act of dishonesty or misrepresentation against the Company; # your material violation of any contract or agreement between you and the Company, including without limitation, material breach of your Confidential Information Agreement (defined below), or of any Company policy, or of any statutory duty you owe to the Company; # your inability to perform your duties due to your permanent disability or death; or # your conduct that constitutes gross insubordination, incompetence or habitual neglect of duties, provided, however, that the action or conduct described in this [clause (E)] will constitute “Cause” only if such action or conduct continues after the Board has provided you with written notice thereof and thirty (30) days opportunity to cure the same (provided that the Board is not obligated to provide such written notice and opportunity to cure if the action or conduct is not reasonably susceptible to cure). The determination that a termination is for Cause shall be made by the Board in its sole discretion.

Cause. The Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: # any act of material insubordination on the part of the Executive; # the engaging by the Executive in misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or any of its divisions, subsidiaries or affiliates, monetarily or otherwise; # any conviction of, or plea of guilty or nolo contendere to, the Executive with respect to a felony (other than a traffic violation); # the commission (or attempted commission) of any act of fraud or dishonesty by the Executive which is materially detrimental to the business or reputation of the Company or any of its divisions, subsidiaries or affiliates; # the engaging by the Executive in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of [Section 304] of The Sarbanes Oxley Act of 2002; # the Executive’s breach of any of the covenants set forth in Article IV of this Agreement; or # the Executive’s refusal to follow reasonable and lawful directives of the Board of Directors or the Chief Executive Officer without a valid reason for such refusal. The right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company for a material breach by the Executive of his obligations under this Agreement (“Material Breach”).

and such agreement contains a definition of “Cause,” the definition of “Cause” set forth above shall be deemed replaced and superseded, with respect to such Participant, by the definition of “Cause” used in such employment, severance or similar agreement

Definition of Landlord. With regard to obligations imposed upon Landlord pursuant to this Lease, the term “Landlord,” as used in this Lease, shall refer only to Landlord or Landlord’s then-current successor-in-interest. In the event of any transfer, assignment or conveyance of Landlord’s interest in this Lease or in Landlord’s fee title to or leasehold interest in the Property, as applicable, Landlord herein named (and in case of any subsequent transfers or conveyances, the subsequent Landlord) shall be automatically freed and relieved, from and after the date of such transfer, assignment or conveyance, from all liability for the performance of any covenants or obligations contained in this Lease thereafter to be performed by Landlord and, without further agreement, the transferee, assignee or conveyee of Landlord’s in this Lease or in Landlord’s fee title to or leasehold interest in the Property, as applicable, shall be deemed to have assumed and agreed to observe and perform any and all covenants and obligations of Landlord hereunder during the tenure of its interest in the Lease or the Property. Landlord or any subsequent Landlord may transfer its interest in the Premises or this Lease without Tenant’s consent.

Definition of “Executive.” For purposes of this Plan, Executives shall be those employees of the Company who are selected and approved for participation in the Plan by the Company’s Board of Directors (the “Board”) as provided in APPENDIX A hereto, as amended from time to time. The determination of whether an employee is an Executive, and the amount of the applicable multipliers (as listed on APPENDIX A) shall be made by the Board, in its sole discretion, and such determination shall be binding and conclusive on all persons. If an employee who is deemed an Executive by the Board has an individually negotiated employment agreement with the Company providing for severance benefits that is in effect on his or her termination date, the provisions of that agreement relating to severance benefits shall be superseded by the terms of this Plan; provided, however, that all other remaining provisions of such agreement shall remain in effect.

Definition of Terms. The following terms referred to in this Agreement will have the following meanings:

Definition of Disability. For purposes of this Agreement, “Disability” means that the Grantee # is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or # is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan, or disability plan, covering employees of the ​ or a Subsidiary.

Definition of Retirement. For purposes of this Agreement, “Retirement” means a voluntary termination of the Grantee’s employment for any reason more than 179 days after the Grant Date; provided, that as of the date of such termination, the Grantee: # has at least ten years of service as an employee of the ​ or a Subsidiary; # has attained the age of 60; and # has not, as of the Payment Date, obtained substantial employment or service as a consultant to any person or entity (other than with the ​ or its Subsidiaries) engaged in the business of the ​ or its Subsidiaries.

Force Majeure Definition. The expression “Force Majeure Event” shall be deemed to include any cause affecting the performance by either Party of the Agreement arising from or attributable to events beyond the reasonable control of the other Party, including, but not limited to, technical difficulties that delay or prevent manufacture, strike, lockouts, labor troubles, inability to procure materials or services, failure of power, restrictive government orders, decrees or guidelines, restrictive judicial orders or decrees, plague, epidemic, pandemic, riots, insurrection, war, Acts of God or inclement weather.

Definition of Terms. All capitalized terms contained herein and not otherwise defined shall be defined as provided in the Employment Agreement.