Cause Definition. “Cause” shall mean: # conduct constituting embezzlement, material misappropriation or fraud, whether or not related to your employment with the Company; # conduct constituting a felony, whether or not related to your employment with the Company; # conduct constituting a financial crime, material act of dishonesty or material unethical business conduct, involving the Company; # willful unauthorized disclosure or use of Confidential Information; # the failure to substantially obey a material lawful directive that is appropriate to your position from a superior in your reporting line or the Board; # your material breach of any material obligation under this Agreement; # the failure or refusal to substantially perform your material obligations under this Agreement (other than any such failure or refusal resulting from your STD or LTD); # the willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, whether or not related to employment with the Company, after being instructed by the Company to cooperate; # the willful destruction of or willful failure to preserve documents or other material known to be relevant to any investigation referred to in subparagraph # above; or # the willful inducement of others to engage in the conduct described in subparagraphs # - (ix), including, without limitation, with regard to [subparagraph (vi)], obligations of others to the Company.

Disability Definition. For the purposes of this Agreement, “Disability” shall have the meaning set forth in the Company’s then-current long-term disability benefit program or, if no such program is then in effect, shall mean a permanent disability rendering Employee unable to perform his duties for the Company for ninety (90) consecutive days or one hundred eighty (180) days in any twelve (12) month period, which determination shall be made after the period of disability, unless an earlier determination can be made, by an independent physician appointed by the Board.

Amended Definition. [Section 1.1] of the Agreement is amended by amending and restating the definition of “Outside Date” to read as follows:

Amended Definition. The definition of “Borrowing Base” set forth in [Section 1.01] of the Credit Agreement is hereby amended in its entirety and restated as follows:

“Innovations” Definition. In this Agreement, “Innovations” means all discoveries, designs, developments, improvements, inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), trade secrets, know-how, ideas (whether or not protectable under trade secret laws), mask works, trademarks, service marks, trade names and trade dress.

Good Reason. Notwithstanding any contrary provision of [Section 2(e)] of the Employment Agreement, “Good Reason” shall have the same meaning as under the Option Agreement.

Good Reason. In any case where Executive gives notice of “Good Reason” under the last sentence of Section 20(i) above in respect of an act or omission by the Company that is susceptible of cure, Executive’s Notice of Termination shall specify a Date of Termination that is not less than thirty (30) days nor more than ninety (90) days following the date of his Notice of Termination.

Good Reason. The Executive's employment may be terminated during the Employment Period by the Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall mean:

Good Reason. A Participant’s voluntary termination of employment within the ninety (90) day period following the initial existence of one (1) or more of the following conditions arising without the Participant’s consent:

Good Reason. “Good Reason” for Termination of your employment will mean the occurrence, without your written consent, of any one of the following, provided that, you have given Notice of Termination to the Company within 90 days after the initial existence of the condition giving rise to your asserted Good Reason, and the Company has failed to fully correct the Good Reason by your Date of Termination (which must be at least 30 days after the Notice is given, specified in the Notice of Termination (such correction by the Company having the effect of canceling such Notice and the resulting Termination), and your Termination occurs within one year after the initial existence of circumstances constituting Good Reason: