11 Cause. Means, for purposes of this Agreement: (A) Executive's act of fraud or embezzlement against the Company or any affiliate thereof or an unauthorized disclosure of confidential information of the Company, in each case which is willful and results in material damage to the Company; (B) after written notice thereof and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive), any material, willful and knowing violation by Executive of any of his fiduciary duties to
... the Company or of the Company's written corporate code of conduct as in effect on the date hereof, which has, or was intended to have, a material adverse impact on the Company; (C) Executive's self-dealing with respect to the Company's assets, properties or business opportunities which in any case is intended to result in the substantial personal enrichment of Executive (or another person or entity related to Executive) at the expense of the Company; (D) Executive's conviction (or a plea of nolo contendere to) of a felony (other than traffic-related offenses or as a result of vicarious liability); (E) Executive's willful misconduct that results in material damage to the Company or its reputation and continues after written notice thereof and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive); (F) Executive's violation of the restrictions set forth in Sections 9, 10 or 11 of this Agreement. No action or inaction shall be deemed willful if not demonstrably willful and if taken or not taken by the Executive in good faith as not being adverse to the best interests of the Company. Reference in this paragraph to the Company shall also include direct and indirect subsidiaries or affiliates of the Company, and materiality and material adverse impact shall be measured based on the action or inaction and the impact upon the Company taken as a whole. The Company may suspend, with pay, the Executive upon Executive's indictment for the commission of a felony as described under clause (D) above. Such suspension may remain effective until such time as the indictment is either dismissed or a verdict of not guilty has been entered, or a finding occurs that Cause under this Agreement has occurred.
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