Termination For Cause Cause for termination. Shall mean that, prior to any termination pursuant to Section 5(a)(i) hereof, Executive shall have committed or caused: (i) an intentional act of fraud, embezzlement or theft in connection with his duties or in the course of his employment with Employer; (ii) intentional wrongful damage to property of Employer; (iii) intentional wrongful disclosure of trade secrets or confidential information of Employer; (iv) intentional violation of any law, rule or regulation
... (other than traffic violations or similar offenses) or final Cease and Desist Order; (v) intentional breach of fiduciary duty involving personal profit; or (vi) intentional action or inaction which causes material economic harm to Employer; provided, however, that none of the actions described in clauses (i) through (vi) above shall constitute grounds for a "Cause" termination unless any such act or actions shall have been determined by the Board to have been materially harmful to Employer. For the purposes of this Agreement, no act or failure to act on the part of Executive shall be deemed "intentional" unless done or omitted to be done by Executive not in good faith and without reasonable belief that his action or omission was in the best interest of Employer. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters ( 3/4) of the Directors then in office at a meeting of the Directors called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with his counsel, to be heard before the Directors), finding that in the good faith opinion of the Directors, Executive had committed an act set forth above in this Section 7(a) and specifying the particulars thereof in detail. Employment Agreement Page 7
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