Cause or termination for Cause. A termination of a Management Shareholder's employment by the Company or any Subsidiary of the Company that employs such individual (or by the Company on behalf of any such Subsidiary) due to such Management Shareholder's (i) refusal or neglect to perform substantially his or her employment-related duties, (ii) personal dishonesty, incompetence, willful misconduct or breach of fiduciary duty, (iii) indictment for, conviction of or entering a plea of guilty or nolo contendere to a crime
... constituting a felony or his or her willful violation of any applicable law (other than a traffic violation or other offense or violation outside of the course of employment which in no way adversely affects the Company and its Subsidiaries or their reputation or the ability of the Management Shareholder to perform his or her employment-related duties or to represent the Company or any Subsidiary of the Company that employs such Management Shareholder), (iv) failure to reasonably cooperate, following a request to do so by the Company, in any internal or governmental investigation of the Company or any of its Subsidiaries or (v) material breach of any written covenant or agreement with the Company or any of its Subsidiaries not to disclose any information pertaining to the Company or such Subsidiary or not to compete or interfere with the Company or such Subsidiary; provided that in the case of any Management Shareholder who, as of the date of determination, is party to an effective services, severance or employment agreement with the Company or any Subsidiary, "Cause" or "termination for Cause" shall have the meaning, if any, specified in such agreement. 22
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