“Cause” means any act of dishonesty involving the Company, any violation of the Policy on Legal Compliance and Ethical Business Practices as then in effect, any breach of fiduciary duty owed to the Company, persistent or flagrant failure to follow the lawful directives of the board of directors or of the executive to whom the participant reports or conviction of a felony.

“Cause” means anyconduct of a Participant that involves the commission of an act of dishonesty involvingfraud, embezzlement or theft constituting a felony against the Company,Company or any violationSubsidiary as finally determined by a court of competent jurisdiction or an unequivocal admission by the Policy on Legal Compliance and Ethical Business Practices as then in effect, any breach of fiduciary duty owed to the Company, persistent or flagrant failure to follow the lawful directives of the board of directors or of the executive to whom the participant reports or conviction of a felony.Participant.

“Cause” means any act of dishonesty involving the Company, any violation of the Policy on Legal Compliance and Ethical Business Practices as then in effect, any breach of fiduciary duty owedwith respect to the Company, persistent or flagrant failure to follow the lawful directives of the board of directors or of the executive to whom the participant reports or convictionembezzlement, malfeasance, commission of a felony.felony, the non-performance of one’s job or duties as determined by the Company in its sole discretion and acts of moral turpitude.

“Cause” means # the commission of a felony or other crime involving moral turpitude or the commission of any other act of dishonestyor omission involving the Company, any violation of the Policy on Legal Compliance and Ethical Business Practices as then in effect, anymisappropriation, dishonesty, fraud, illegal drug use or breach of fiduciary duty owedduty, # willful failure to perform duties as reasonably directed by the CEO or the CEO’s designee, # the Executive’s gross negligence or willful misconduct with respect to the Company, persistent or flagrant failure to follow the lawful directivesperformance of the boardExecutive’s duties hereunder, # obtaining any personal profit not fully disclosed to and approved by the Board in connection with any transaction entered into by, or on behalf of, ​, or # any other material breach of directorsthis Agreement or ofany other agreement between the executive to whom the participant reports or conviction of a felony.Executive and ​.

“Cause” means anyshall mean # commission of a felony, an act of dishonesty involving moral turpitude, or an act constituting common law fraud, and that has a material adverse effect on the Company, any violationbusiness or affairs of the Policy on Legal Compliance and Ethical Business Practices as then in effect, any breach of fiduciary duty owed to the Company, persistentCompany or flagrant failureits affiliates or stockholders, # intentional or willful misconduct or refusal to follow the lawful directivesinstructions of the boardBoard of directorsDirectors or the Chief Executive Officer of the executiveCompany or # intentional breach of Company confidential information obligations that has an adverse effect on the Company or its affiliates or stockholders. No act or failure to whomact shall be considered “intentional or willful” unless it is done, or omitted to be done, in bad faith without a reasonable belief that the participant reportsaction or convictionomission is in the best interests of a felony.the Company.

“Cause” means # the commission of a felony or other crime involving moral turpitude or the commission of any other act of dishonestyor omission involving the Company, any violation of the Policy on Legal Compliance and Ethical Business Practices as then in effect, anymisappropriation, dishonesty, fraud, illegal drug use or breach of fiduciary duty owedduty, # willful failure to perform duties as reasonably directed by the CEO, # the Executive’s gross negligence or willful misconduct with respect to the Company, persistent or flagrant failure to follow the lawful directivesperformance of the board of directors or ofExecutive’s duties hereunder, # obtaining any personal profit not fully disclosed to and approved by the executive to whom the participant reports or conviction of a felony.Board in connection