Substantial Cause

Substantial Cause. Shall mean: (i) Conviction of the Employee of a crime constituting a felony in the jurisdiction in which committed, or for any other criminal act against the Subsidiary or the Company involving dishonesty or willful misconduct intended to injure the Subsidiary or the Company or any Affiliate of either of them in any substantial way (whether or not a felony ... and whether or not criminal proceedings are initiated); (ii) Failure or refusal of the Employee in any material respect to perform his obligations under this Agreement or the duties of his employment or to follow the lawful and proper directives of the Board, other than by reason of a Disability provided such duties or directives are consistent with this Agreement, and such failure or refusal continues uncured for a period of thirty (30) days after written notice thereof from the Subsidiary to the Employee which specifies (A) the nature of such failure or refusal, and (B) the reasonable action of the Employee necessary for cure; or (iii) Any willful or intentional misconduct of the Employee (A) in violation of any written policy of the Subsidiary providing for termination of employment in the event of violation of such policy or (B) committed for the purpose, or having the reasonably foreseeable effect, of injuring in a substantial way the Company, the Subsidiary, or any Affiliate of either of them, or their respective businesses or reputations, including, without limitation, causing the Subsidiary or any of its Affiliates to violate a state or federal law relating to the workplace environment. View More