“Fault” means fraud or willful misconduct. "Willful misconduct" is generally viewed as dereliction of a duty or unlawful or improper behavior committed voluntarily and intentionally; something more than negligence. If the Audit Committee determines that Fault may have been a factor causing the restatement, the Audit Committee will appoint an independent investigator whose determination shall be final and binding.

is guilty of any fraud, serious misconduct or willful neglect to carry out his duties hereunder or commits any serious or repeated breach of this Agreement continued after warning;

Agreement, fraud, gross negligence or willful misconduct when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that:

Indemnification of Newco. Crestwood Midstream agrees to indemnify, defend and hold harmless Newco and its Affiliates and their respective stockholders, owners, members, partners, directors, managers, employees, officers, agents and representatives (the “Newco Parties”) from and against any Losses which the Newco Parties sustain, incur or assume (including Losses related to any Claim which may be alleged, made, instituted or maintained against the Newco Parties or Crestwood Midstream, jointly or severally) to the extent arising from or related to # the gross negligence, fraud, willful misconduct by any Crestwood Midstream Parties in connection with the Crestwood Services, provided that the foregoing shall not apply to the gross negligence, fraud, or willful misconduct by ServiceCo or any ServiceCo Employee except to the extent that such gross negligence, fraud, willful misconduct was in accordance with the express instructions of any Crestwood Midstream Party other than ServiceCo or any ServiceCo Employee; # the willful breach of this Agreement, or the willful violation of any material EHS Requirements by Crestwood Midstream or # Claims by employees of any Crestwood Midstream Party other than by any ServiceCo Employee.

the Employee’s commission of an act of fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty against, and causing material harm to, the Company or its respective successors or assigns, as applicable;

“Cause” shall mean # an act constituting a felony; # fraud or dishonesty that results in or is likely to result in economic damage to the Company; or # willful misconduct in the performance of duties.

Financial Misconduct. If the Board or the Committee has determined that any fraud, negligence, or intentional misconduct by the Participant was a significant contributing factor to the Company having to restate all or a portion of its financial statement(s), the Board or Committee shall take, in its discretion, such action as it deems necessary to remedy the misconduct and prevent its recurrence. In determining what Remedies to pursue, the Board or Committee will take into account all relevant factors, including # whether the restatement was the result of fraud, negligence, or intentional misconduct by the Participant and the extent to which such conduct contributed to the need for restatement, # the amount of any incentive compensation that was calculated based upon the achievement of certain financial results that were subsequently reduced due to the restatement, and # the amount of any bonus or incentive compensation that would have been awarded to the Participant had the financial results been properly reported.

No Misconduct. If at any time prior to the date the Annual Incentive Award is paid by the Company or an Affiliate, a Participant is determined by the Administrator to have engaged in Misconduct, then no such Annual Incentive Award shall be paid to such Participant.

Gross Misconduct. The Company can terminate the Executive’s employment and the Period of Employment at any time for Gross Misconduct. “Gross Misconduct” means the occurrence of any of the following:

transmission systems in connection with this Agreement or the other Facility Documents or the transactions contemplated hereby or thereby, except to the extent caused by the fraud, willful misconduct or gross negligence of such Indemnitee or its Related Parties, as determined by a final, non-appealable judgment of a court of competent jurisdiction.