13 Cause

13 Cause. Means: (i) the willful and continued failure by Participant to substantially perform Participant's duties with the Company or any Affiliate (other than any such failure resulting from a Disability), (ii) Participant is convicted of a felony, (iii) Participant willfully engages in gross misconduct materially and demonstrably injurious to the Company or any Affiliate or (iv) Participant commits one or more significant acts of dishonesty as regards the Company or any Affiliate. For purposes of... clause (i) above, no act, or failure to act, on Participant's part shall be deemed "willful" unless done, or omitted to be done, by Participant not in good faith and without reasonable belief that Participant's act, or failure to act, was in the best interest of the Company. In the case of clause (i) above, the determination of whether Cause exists shall only be made within thirty (30) days following the delivery of a written demand for substantial performance to the Participant by the Board of Directors, or any employee of the Company or an Affiliate with supervisory authority over the Participant, that specifically identifies the manner in which the Board of Directors or such supervising employee believes that the Participant has not substantially performed the Participant's duties. View More