For purposes of this Agreement, “Cause” shall mean that the Board, acting reasonably and in good faith based upon the information then known to the Company, determines that Employee has engaged in or committed any of the following: # willful misconduct, gross negligence, theft, fraud, or other illegal conduct or conduct that violates the Company’s Insider Trading Policy or other regulations of the U.S. Securities and Exchange Commission and with respect to which Employee was not acting under the advice of counsel for the Company; # refusal or unwillingness to perform any of Employee’s material duties (as “material” is determined by the Board, reasonably and in good faith); # performance by Employee of Employee’s duties determined by the Board to be inadequate in a material (as determined by the Board, reasonably and in good faith) respect (meaning that Employee has failed to diligently perform his duties); # breach of any material applicable non-competition provision, confidentiality provision or other proprietary information or inventions agreement between Employee and the Company; # inappropriate conflict of interest; # insubordination (meaning the refusal of Employee to follow a lawful and reasonable directive of the CEO, the Board or any committee thereof that is made known to him, and that implementing the directive is within the ambit of Employee’s duties); # failure to follow the material directions of the CEO, the Board or any committee thereof; or # any other material breach of this Agreement. In addition, an indictment or conviction of any felony, or any entry of a plea of nolo contendre, under the laws of the United States or any State shall be considered “Cause” hereunder. “Cause” shall be specified in a notice of termination to be delivered by the Company to Employee no later than the date as of which termination is effective. As to [[subsections (B), (C), (D), (E), (F), (G), and (H)])])])])])])]])])])])])])], the Company shall not have Cause unless it provides written notice to Employee specifying in reasonable detail Employee’s alleged failure or breach and Employee does not cure the alleged failure or breach within fourteen days after receipt of such notice. The Parties agree that to the extent that the failure or breach cannot be cured because what occurred in the past cannot reasonably be reversed or otherwise remedied by future actions or other conduct, then no such cure or cure period will be permitted. The determination of whether a matter is “material” under this Agreement shall be made by the Board, reasonably and in good faith.