Common use of Good Cause Defined Clause in Contracts

Good Cause Defined. For purposes of this Agreement, BPI and its Affiliates shall have “Good Cause” to terminate the Employee’s employment by the Company during the term of this Agreement only if: (i) (A) the Employee fails to substantially perform his duties hereunder for any reason or to devote substantially all his business time exclusively to the affairs of the Company (including Company activities on behalf of BPI or an Affiliate), other than by reason of a medical condition that prevents the Employee from substantially performing his duties hereunder even with a reasonable accommodation by the Company, or fails to obtain the consent of the BPI Board to his service on the board of directors of another company, and (B) such failure is not discontinued within a reasonable period of time, in no event to exceed 30 days, after the Employee receives written notice from BPI or an Affiliate of such failure; or (ii) the Employee commits an act of dishonesty resulting or intended to result directly or indirectly in gain or personal enrichment at the expense of BPI or an Affiliate, or engages in conduct that constitutes a felony in the jurisdiction in which the Employee engages in such conduct; or (iii) the Employee is grossly negligent or engages in willful misconduct or insubordination in the performance of his duties hereunder; or (iv) the Employee materially breaches his obligations under section 6 or paragraph 7(a) below, relating to confidential information and non-solicitation. Any foregoing provision of this paragraph 5(c) to the contrary notwithstanding, BPI and its Affiliates shall not have “Good Cause” to terminate the Employee’s employment within three years after a Change in Control or Potential Change in Control (as such terms are defined in section 11 below) unless (A) the Employee’s act or omission is willful and has a material adverse effect upon BPI, (B) the BPI Board gives the Employee (I) written notice warning of its intention to terminate the Employee for Good Cause if the specified act or omission alleged to constitute Good Cause is not discontinued and, if curable, cured, and (II) a reasonable opportunity after receipt of such written notice, but in no event less than two weeks, to discontinue and, if curable, cure the conduct alleged to constitute Good Cause, and (C) the Employee fails to discontinue and, if curable, cure the act or omission in question; provided that clauses (B) and (C) of this sentence shall not apply with respect to conduct on the part of the Employee that constitutes a felony in the jurisdiction in which the Employee engages in such conduct, and, provided further, that this sentence shall not apply to conduct involving moral turpitude. For all purposes of this Agreement, no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by him intentionally and in bad faith (i.e., without reasonable belief that his action or omission was in furtherance of the interests of BPI or an Affiliate).

Good Cause Defined. For purposes of this Agreement, BPI and its Affiliates shall have “Good Cause” to terminate the Employee’s employment by the Company during the term of this Agreement only if: (i) (A) the Employee fails to substantially perform his duties hereunder for any reason or to devote substantially all his business time exclusively to the affairs of the Company (including Company activities on behalf of BPI or an Affiliate), other than by reason of a medical condition that prevents the Employee from substantially performing his duties hereunder even with a reasonable accommodation by the Company, or fails to obtain the consent of the BPI Board to his service on the board of directors of another company, and (B) such failure is not discontinued within a reasonable period of time, in no event to exceed 30 days, after the Employee receives written notice from BPI or an Affiliate of such failure; or (ii) the Employee commits an act of dishonesty resulting or intended to result directly or indirectly in gain or personal enrichment at the expense of BPI or an Affiliate, or engages in conduct that constitutes a felony in the jurisdiction in which the Employee engages in such conduct; or (iii) the Employee is grossly negligent or engages in willful misconduct or insubordination in the performance of his duties hereunder; or (iv) the Employee materially breaches his obligations under section 6 or paragraph 7(a) below, relating to confidential information and non-solicitation. Any foregoing provision of this paragraph 5(c) to the contrary notwithstanding, BPI and its Affiliates shall not have “Good Cause” to terminate the Employee’s employment within three years after a Change in Control or Potential Change in Control (as such terms are defined in section 11 below) unless (A) the Employee’s act or omission is willful and has a material adverse effect upon BPI, (B) the BPI Board gives the Employee (I) written notice warning of its intention to terminate the Employee for Good Cause if the specified act or omission alleged to constitute Good Cause is not discontinued and, if curable, cured, and (II) a reasonable opportunity after receipt of such written notice, but in no event less than two weeks, to discontinue and, if curable, cure the conduct alleged to constitute Good Cause, and (C) the Employee fails to discontinue and, if curable, cure the act or omission in question; provided that clauses (B) and (C) of this sentence shall not apply with respect to conduct misconduct on the part of the Employee that constitutes a felony in the jurisdiction in which the Employee engages in such conductmisconduct, and, provided further, that this sentence shall not apply to conduct involving moral turpitude. For all purposes of this Agreement, no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by him intentionally and in bad faith (i.e., without reasonable belief that his action or omission was in furtherance of the interests of the Company, BPI or an Affiliate).

Good Cause Defined. For purposes of this Agreement, BPI the Company and its the Affiliates shall have “Good Cause” to terminate the Employee’s employment by the Company during the term of this Agreement only if: (i) (A) the Employee fails to substantially perform his the Employee’s duties hereunder for any reason or to devote substantially all his the Employee’s business time exclusively to the affairs of the Company (including Company activities on behalf of BPI or an Affiliatethe other Affiliates), other than by reason of a medical condition that prevents the Employee from substantially performing his the Employee’s duties hereunder even with a reasonable accommodation by the Company, or fails to obtain the consent of the BPI Board to his service on the board of directors of another company, and (B) such failure is not discontinued within a reasonable period of time, in no event to exceed 30 thirty (30) days, after the Employee receives written notice from BPI the Company or an Affiliate of such failure; or (ii) the Employee commits an act of dishonesty resulting or intended to result directly or indirectly in gain or personal enrichment at the expense of BPI the Company or an Affiliate, or engages in conduct that constitutes a felony in the jurisdiction in which the Employee engages in such conduct; or (iii) the Employee is grossly negligent or engages in willful misconduct or insubordination in the performance of his the Employee’s duties hereunder; or (iv) the Employee materially breaches his the Employee’s obligations under section Section 6 or paragraph 7(a) below, relating to confidential information and non-solicitation. In addition, the Employee’s employment shall be deemed to have terminated for Good Cause if, after the Employee’s employment has terminated, facts and circumstances arising during the course of the Employee’s employment are discovered that would have justified a termination for Good Cause under subparagraphs 5(c)(ii) or (iv) above. Any foregoing provision of this paragraph 5(c) to the contrary notwithstanding, BPI the Company and its the Affiliates shall not have “Good Cause” to terminate the Employee’s employment within three (3) years after a Change in Control or Potential Change in Control (as such terms are defined in section Section 11 below) unless (A) the Employee’s act or omission is willful and has a material adverse effect upon BPIthe Company or an Affiliate, (B) the BPI Board gives the Employee (I) written notice warning of its intention to terminate the Employee for Good Cause if the specified act or omission alleged to constitute Good Cause is not discontinued and, if curable, cured, and (II) a reasonable opportunity after receipt of such written notice, but in no event less than two (2) weeks, to discontinue and, if curable, cure the conduct alleged to constitute Good Cause, and (C) the Employee fails to discontinue and, if curable, cure the act or omission in question; provided that clauses (B) and (C) of this sentence shall not apply with respect to conduct on the part of the Employee that constitutes a felony in the jurisdiction in which the Employee engages in such conduct, and, provided further, that this sentence shall not apply to conduct involving moral turpitude. For all purposes of this Agreement, no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by him the Employee intentionally and in bad faith (i.e., without reasonable belief that his the Employee’s action or omission was in furtherance of the interests of BPI the Company, another Subsidiary or an Affiliate).

Good Cause Defined. For purposes of this Agreement, the Company, BPI and its the Affiliates shall have “Good Cause” to terminate the Employee’s employment by the Company during the term of this Agreement only if: (i) (A) the Employee fails to substantially perform his the Employee’s duties hereunder for any reason or to devote substantially all his the Employee’s business time exclusively to the affairs of the Company (including Company activities on behalf of BPI the other Affiliates or an AffiliateBPI), other than by reason of a medical condition that prevents the Employee from substantially performing his the Employee’s duties hereunder even with a reasonable accommodation by the Company, or fails to obtain the consent of the BPI Board to his service on the board of directors of another company, and (B) such failure is not discontinued within a reasonable period of time, in no event to exceed 30 thirty (30) days, after the Employee receives written notice from the Company, BPI or an Affiliate of such failure; or (ii) the Employee commits an act of dishonesty resulting or intended to result directly or indirectly in gain or personal enrichment at the expense of the Company, BPI or an Affiliate, or engages in conduct that constitutes a felony in the jurisdiction in which the Employee engages in such conduct; or (iii) the Employee is grossly negligent or engages in willful misconduct or insubordination in the performance of his the Employee’s duties hereunder; or (iv) the Employee materially breaches his the Employee’s obligations under section Section 6 or paragraph 7(a) below, relating to confidential information and non-solicitation. In addition, the Employee’s employment shall be deemed to have terminated for Good Cause if, after the Employee’s employment has terminated, facts and circumstances arising during the course of the Employee’s employment are discovered that would have justified a termination for Good Cause under subparagraphs 5(c)(ii) or (iv) above. Any foregoing provision of this paragraph 5(c) to the contrary notwithstanding, the Company, BPI and its the Affiliates shall not have “Good Cause” to terminate the Employee’s employment within three (3) years after a Change in Control or Potential Change in Control (as such terms are defined in section Section 11 below) unless (A) the Employee’s act or omission is willful and has a material adverse effect upon the Company or BPI, (B) the BPI Board gives the Employee (I) written notice warning of its intention to terminate the Employee for Good Cause if the specified act or omission alleged to constitute Good Cause is not discontinued and, if curable, cured, and (II) a reasonable opportunity after receipt of such written notice, but in no event less than two (2) weeks, to discontinue and, if curable, cure the conduct alleged to constitute Good Cause, and (C) the Employee fails to discontinue and, if curable, cure the act or omission in question; provided that clauses (B) and (C) of this sentence shall not apply with respect to conduct on the part of the Employee that constitutes a felony in the jurisdiction in which the Employee engages in such conduct, and, provided further, that this sentence shall not apply to conduct involving moral turpitude. For all purposes of this Agreement, no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by him the Employee intentionally and in bad faith (i.e., without reasonable belief that his the Employee’s action or omission was in furtherance of the interests of the Company, BPI or an a Subsidiary or Affiliate).

Good Cause Defined. For purposes of this Agreement, BPI and its Affiliates shall have “Good Cause” to terminate the Employee’s employment by the Company during the term of this Agreement only if: (i) (A) the Employee fails to substantially perform his her duties hereunder for any reason or to devote substantially all his her business time exclusively to the affairs of the Company (including Company activities on behalf of BPI or an Affiliate), other than by reason of a medical condition that prevents the Employee from substantially performing his her duties hereunder even with a reasonable accommodation by the Company, or fails to obtain the consent of the BPI Board to his her service on the board of directors of another company, and (B) such failure is not discontinued within a reasonable period of time, in no event to exceed 30 days, after the Employee receives written notice from BPI or an Affiliate of such failure; or (ii) the Employee commits an act of dishonesty resulting or intended to result directly or indirectly in gain or personal enrichment at the expense of BPI or an Affiliate, or engages in conduct that constitutes a felony in the jurisdiction in which the Employee engages in such conduct; or (iii) the Employee is grossly negligent or engages in willful misconduct or insubordination in the performance of his her duties hereunder; or (iv) the Employee materially breaches his her obligations under section 6 or paragraph 7(a) below, relating to confidential information and non-solicitation. Any foregoing provision of this paragraph 5(c) to the contrary notwithstanding, BPI and its Affiliates shall not have “Good Cause” to terminate the Employee’s employment within three years after a Change in Control or Potential Change in Control (as such terms are defined in section 11 below) unless (A) the Employee’s act or omission is willful and has a material adverse effect upon BPI, (B) the BPI Board gives the Employee (I) written notice warning of its intention to terminate the Employee for Good Cause if the specified act or omission alleged to constitute Good Cause is not discontinued and, if curable, cured, and (II) a reasonable opportunity after receipt of such written notice, but in no event less than two weeks, to discontinue and, if curable, cure the conduct alleged to constitute Good Cause, and (C) the Employee fails to discontinue and, if curable, cure the act or omission in question; provided that clauses (B) and (C) of this sentence shall not apply with respect to conduct on the part of the Employee that constitutes a felony in the jurisdiction in which the Employee engages in such conduct, and, provided further, that this sentence shall not apply to conduct involving moral turpitude. For all purposes of this Agreement, no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by him her intentionally and in bad faith (i.e., without reasonable belief that his her action or omission was in furtherance of the interests of BPI or an Affiliate).

Good Cause Defined. For purposes of this Agreement, BPI the Company and its the Affiliates shall have “Good Cause” to terminate the Employee’s employment by the Company during the term of this Agreement only if: (i) (A) the Employee fails to substantially perform his the Employee’s duties hereunder for any reason or to devote substantially all his the Employee’s business time exclusively to the affairs of the Company (including Company activities on behalf of BPI or an Affiliatethe other Affiliates), other than by reason of a medical condition that prevents the Employee from substantially performing his the Employee’s duties hereunder even with a reasonable accommodation by the Company, or fails to obtain the consent of the BPI Board to his service on the board of directors of another company, and (B) such failure is not discontinued within a reasonable period of time, in no event to exceed 30 thirty (30) days, after the Employee receives written notice from BPI the Company or an Affiliate of such failure; or (ii) the Employee commits an act of dishonesty resulting or intended to result directly or indirectly in gain or personal enrichment at the expense of BPI the Company or an Affiliate, or engages in conduct that constitutes a felony in the jurisdiction in which the Employee engages in such conduct; or (iii) the Employee is grossly negligent or engages in willful misconduct or insubordination in the performance of his the Employee’s duties hereunder; or (iv) the Employee materially breaches his the Employee’s obligations under section Section 6 or paragraph 7(a) below, relating to confidential information and non-solicitation. In addition, the Employee’s employment shall be deemed to have terminated for Good Cause if, after the Employee’s employment has terminated, facts and circumstances arising during the course of the Employee’s employment are discovered that would have justified a termination for Good Cause under subparagraphs 5(c)(ii) or (iv) above. Any foregoing provision of this paragraph 5(c) to the contrary notwithstanding, BPI the Company and its the Affiliates shall not have “Good Cause” to terminate the Employee’s employment within three (3) years after a Change in Control or Potential Change in Control (as such terms are defined in section Section 11 below) unless (A) the Employee’s act or omission is willful and has a material adverse effect upon BPIthe Company or an Affiliate, (B) the BPI Board gives the Employee (I) written notice warning of its intention to terminate the Employee for Good Cause if the specified act or omission alleged to constitute Good Cause is not discontinued and, if curable, cured, and (II) a reasonable opportunity after receipt of such written notice, but in no event less than two (2) weeks, to discontinue and, if curable, cure the conduct alleged to constitute Good Cause, and (C) the Employee fails to discontinue and, if curable, cure the act or omission in question; provided that clauses (B) and (C) of this sentence shall not apply with respect to conduct on the part of the Employee that constitutes a felony in the jurisdiction in which the Employee engages in such conduct, and, provided further, that this sentence shall not apply to conduct involving moral turpitude. For all purposes of this Agreement, no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by him the Employee intentionally and in bad faith (i.e., without reasonable belief that his the Employee’s action or omission was in furtherance of the interests of BPI the Company or an a Subsidiary or Affiliate).

Good Cause Defined. For purposes of this Agreement, BPI the Company and its the Affiliates shall have “Good Cause” to terminate the Employee’s employment by the Company during the term of this Agreement only if: (i) (A) the Employee fails to substantially perform his the Employee’s duties hereunder for any reason or to devote substantially all his the Employee’s business time exclusively to the affairs of the Company (including Company activities on behalf of BPI or an Affiliatethe other Affiliates), other than by reason of a medical condition that prevents the Employee from substantially performing his the Employee’s duties hereunder even with a reasonable accommodation by the Company, or fails to obtain the consent of the BPI Board to his service on the board of directors of another company, and (B) such failure is not discontinued within a reasonable period of time, in no event to exceed 30 thirty (30) days, after the Employee receives written notice from BPI the Company or an Affiliate of such failure; or (ii) the Employee commits an act of dishonesty resulting or intended to result directly or indirectly in gain or personal enrichment at the expense of BPI the Company, or an Affiliate, or engages in conduct that constitutes a felony in the jurisdiction in which the Employee engages in such conduct; or (iii) the Employee is grossly negligent or engages in willful misconduct or insubordination in the performance of his the Employee’s duties hereunder; or (iv) the Employee materially breaches his the Employee’s obligations under section Section 6 or paragraph 7(a) below, relating to confidential information and non-solicitation. In addition, the Employee’s employment shall be deemed to have terminated for Good Cause if, after the Employee’s employment has terminated, facts and circumstances arising during the course of the Employee’s employment are discovered that would have justified a termination for Good Cause under subparagraphs 5(c)(ii) or (iv) above. Any foregoing provision of this paragraph 5(c) to the contrary notwithstanding, BPI the Company and its the Affiliates shall not have “Good Cause” to terminate the Employee’s employment within three (3) years after a Change in Control or Potential Change in Control (as such terms are defined in section Section 11 below) unless (A) the Employee’s act or omission is willful and has a material adverse effect upon BPIthe Company, (B) the BPI Board gives the Employee (I) written notice warning of its intention to terminate the Employee for Good Cause if the specified act or omission alleged to constitute Good Cause is not discontinued and, if curable, cured, and (II) a reasonable opportunity after receipt of such written notice, but in no event less than two (2) weeks, to discontinue and, if curable, cure the conduct alleged to constitute Good Cause, and (C) the Employee fails to discontinue and, if curable, cure the act or omission in question; provided that clauses (B) and (C) of this sentence shall not apply with respect to conduct on the part of the Employee that constitutes a felony in the jurisdiction in which the Employee engages in such conduct, and, provided further, that this sentence shall not apply to conduct involving moral turpitude. For all purposes of this Agreement, no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by him the Employee intentionally and in bad faith (i.e., without reasonable belief that his the Employee’s action or omission was in furtherance of the interests of BPI the Company, another Subsidiary or an Affiliate).

Good Cause Defined. For purposes of this Agreement, the Company, BPI and its the Affiliates shall have “Good Cause” to terminate the Employee’s employment by the Company during the term of this Agreement only if: (i) (A) the Employee fails to substantially perform his the Employee’s duties hereunder for any reason or to devote substantially all his the Employee’s business time exclusively to the affairs of the Company (including Company activities on behalf of BPI the other Affiliates or an AffiliateBPI), other than by reason of a medical condition that prevents the Employee from substantially performing his the Employee’s duties hereunder even with a reasonable accommodation by the Company, or fails to obtain the consent of the BPI Board to his service on the board of directors of another company, and (B) such failure is not discontinued within a reasonable period of time, in no event to exceed 30 thirty (30) days, after the Employee receives written notice from the Company, BPI or an Affiliate of such failure; or (ii) the Employee commits an act of dishonesty resulting or intended to result directly or indirectly in gain or personal enrichment at the expense of the Company, BPI or an Affiliate, or engages in conduct that constitutes a felony in the jurisdiction in which the Employee engages in such conduct; or (iii) the Employee is grossly negligent or engages in willful misconduct or insubordination in the performance of his the Employee’s duties hereunder; or (iv) the Employee materially breaches his the Employee’s obligations under section Section 6 or paragraph 7(a) below, relating to confidential information and non-solicitation. In addition, the Employee’s employment shall be deemed to have terminated for Good Cause if, after the Employee’s employment has terminated, facts and circumstances arising during the course of the Employee’s employment are discovered that would have justified a termination for Good Cause under subparagraphs 5(c)(ii) or (iv) above. Any foregoing provision of this paragraph 5(c) to the contrary notwithstanding, the Company, BPI and its the Affiliates shall not have “Good Cause” to terminate the Employee’s employment within three (3) years after a Change in Control or Potential Change in Control (as such terms are defined in section Section 11 below) unless (A) the Employee’s act or omission is willful and has a material adverse effect upon BPIthe Company, BPI or an Affiliate, (B) the BPI Board gives the Employee (I) written notice warning of its intention to terminate the Employee for Good Cause if the specified act or omission alleged to constitute Good Cause is not discontinued and, if curable, cured, and (II) a reasonable opportunity after receipt of such written notice, but in no event less than two (2) weeks, to discontinue and, if curable, cure the conduct alleged to constitute Good Cause, and (C) the Employee fails to discontinue and, if curable, cure the act or omission in question; provided that clauses (B) and (C) of this sentence shall not apply with respect to conduct on the part of the Employee that constitutes a felony in the jurisdiction in which the Employee engages in such conduct, and, provided further, that this sentence shall not apply to conduct involving moral turpitude. For all purposes of this Agreement, no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by him the Employee intentionally and in bad faith (i.e., without reasonable belief that his the Employee’s action or omission was in furtherance of the interests of the Company, BPI or an a Subsidiary or Affiliate).

Good Cause Defined. For purposes of this Agreement, the Company, BPI and its the Affiliates shall have “Good Cause” to terminate the Employee’s employment by the Company during the term of this Agreement only if: (i) (A) the Employee fails to substantially perform his the Employee’s duties hereunder for any reason or to devote substantially all his the Employee’s business time exclusively to the affairs of the Company and BPI (including Company and BPI activities on behalf of BPI or an Affiliatethe other Affiliates), other than by reason of a medical condition that prevents the Employee from substantially performing his the Employee’s duties hereunder even with a reasonable accommodation by the CompanyCompany or BPI, or fails to obtain the consent of the BPI Board to his service on the board of directors of another company, and (B) such failure is not discontinued within a reasonable period of time, in no event to exceed 30 thirty (30) days, after the Employee receives written notice from the Company, BPI or an Affiliate of such failure; or (ii) the Employee commits an act of dishonesty resulting or intended to result directly or indirectly in gain or personal enrichment at the expense of the Company, BPI or an Affiliate, or engages in conduct that constitutes a felony in the jurisdiction in which the Employee engages in such conduct; or (iii) the Employee is grossly negligent or engages in willful misconduct or insubordination in the performance of his the Employee’s duties hereunder; or (iv) the Employee materially breaches his the Employee’s obligations under section Section 6 or paragraph 7(a) below, relating to confidential information and non-solicitation. In addition, the Employee’s employment shall be deemed to have terminated for Good Cause if, after the Employee’s employment has terminated, facts and circumstances arising during the course of the Employee’s employment are discovered that would have justified a termination for Good Cause under subparagraphs 5(c)(ii) or (iv) above. Any foregoing provision of this paragraph 5(c) to the contrary notwithstanding, the Company, BPI and its the Affiliates shall not have “Good Cause” to terminate the Employee’s employment within three (3) years after a Change in Control or Potential Change in Control (as such terms are defined in section Section 11 below) unless (A) the Employee’s act or omission is willful and has a material adverse effect upon BPIthe Company, BPI or an Affiliate, (B) the BPI Board gives the Employee (I) written notice warning of its intention to terminate the Employee for Good Cause if the specified act or omission alleged to constitute Good Cause is not discontinued and, if curable, cured, and (II) a reasonable opportunity after receipt of such written notice, but in no event less than two (2) weeks, to discontinue and, if curable, cure the conduct alleged to constitute Good Cause, and (C) the Employee fails to discontinue and, if curable, cure the act or omission in question; provided that clauses (B) and (C) of this sentence shall not apply with respect to conduct on the part of the Employee that constitutes a felony in the jurisdiction in which the Employee engages in such conduct, and, provided further, that this sentence shall not apply to conduct involving moral turpitude. For all purposes of this Agreement, no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by him the Employee intentionally and in bad faith (i.e., without reasonable belief that his the Employee’s action or omission was in furtherance of the interests of the Company, BPI or an a Subsidiary or Affiliate).

Good Cause Defined. For purposes of this Agreement, BPI the Company and its the Affiliates shall have “Good Cause” to terminate the Employee’s employment by the Company during the term of this Agreement only if: (i) (A) the Employee fails to substantially perform his the Employee’s duties hereunder for any reason or to devote substantially all his the Employee’s business time exclusively to the affairs of the Company (including Company activities on behalf of BPI or an Affiliatethe other Affiliates), other than by reason of a medical condition that prevents the Employee from substantially performing his the Employee’s duties hereunder even with a reasonable accommodation by the Company, or fails to obtain the consent of the BPI Board to his service on the board of directors of another company, and (B) such failure is not discontinued within a reasonable period of time, in no event to exceed 30 thirty (30) days, after the Employee receives written notice from BPI or an Affiliate the Company of such failure; or (ii) the Employee commits an act of dishonesty resulting or intended to result directly or indirectly in gain or personal enrichment at the expense of BPI or an Affiliatethe Company, or engages in conduct that constitutes a felony in the jurisdiction in which the Employee engages in such conduct; or (iii) the Employee is grossly negligent or engages in willful misconduct or insubordination in the performance of his the Employee’s duties hereunder; or (iv) the Employee materially breaches his the Employee’s obligations under section Section 6 or paragraph 7(a) below, relating to confidential information and non-solicitation. In addition, the Employee’s employment shall be deemed to have terminated for Good Cause if, after the Employee’s employment has terminated, facts and circumstances arising during the course of the Employee’s employment are discovered that would have justified a termination for Good Cause under subparagraphs 5(c)(ii) or (iv) above. Any foregoing provision of this paragraph 5(c) to the contrary notwithstanding, BPI the Company and its the Affiliates shall not have “Good Cause” to terminate the Employee’s employment within three (3) years after a Change in Control or Potential Change in Control (as such terms are defined in section Section 11 below) unless (A) the Employee’s act or omission is willful and has a material adverse effect upon BPIthe Company, (B) the BPI Board gives the Employee (I) written notice warning of its intention to terminate the Employee for Good Cause if the specified act or omission alleged to constitute Good Cause is not discontinued and, if curable, cured, and (II) a reasonable opportunity after receipt of such written notice, but in no event less than two (2) weeks, to discontinue and, if curable, cure the conduct alleged to constitute Good Cause, and (C) the Employee fails to discontinue and, if curable, cure the act or omission in question; provided that clauses (B) and (C) of this sentence shall not apply with respect to conduct on the part of the Employee that constitutes a felony in the jurisdiction in which the Employee engages in such conduct, and, provided further, that this sentence shall not apply to conduct involving moral turpitude. For all purposes of this Agreement, no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by him the Employee intentionally and in bad faith (i.e., without reasonable belief that his the Employee’s action or omission was in furtherance of the interests of BPI the Company, another Subsidiary or an Affiliate).

Good Cause Defined. For purposes of this Agreement, the Company, BPI and its the Affiliates shall have “Good Cause” to terminate the Employee’s employment by the Company during the term of this Agreement only if: (i) (A) the Employee fails to substantially perform his the Employee’s duties hereunder for any reason or to devote substantially all his the Employee’s business time exclusively to the affairs of the Company (including Company activities on behalf of BPI the other Affiliates or an AffiliateBPI), other than by reason of a medical condition that prevents the Employee from substantially performing his the Employee’s duties hereunder even with a reasonable accommodation by the Company, or fails to obtain the consent of the BPI Board to his service on the board of directors of another company, and (B) such failure is not discontinued within a reasonable period of time, in no event to exceed 30 thirty (30) days, after the Employee receives written notice from the Company, BPI or an Affiliate of such failure; or (ii) the Employee commits an act of dishonesty resulting or intended to result directly or indirectly in gain or personal enrichment at the expense of the Company, BPI or an Affiliate, or engages in conduct that constitutes a felony in the jurisdiction in which the Employee engages in such conduct; or (iii) the Employee is grossly negligent or engages in willful misconduct or insubordination in the performance of his the Employee’s duties hereunder; or (iv) the Employee materially breaches his the Employee’s obligations under section Section 6 or paragraph 7(a) below, relating to confidential information and non-solicitation. In addition, the Employee’s employment shall be deemed to have terminated for Good Cause if, after the Employee’s employment has terminated, facts and circumstances arising during the course of the Employee’s employment are discovered that would have justified a termination for Good Cause under subparagraphs 5(c)(ii) or (iv) above. Any foregoing provision of this paragraph 5(c) to the contrary notwithstanding, the Company, BPI and its the Affiliates shall not have “Good Cause” to terminate the Employee’s employment within three (3) years after a Change in Control or Potential Change in Control (as such terms are defined in section Section 11 below) unless (A) the Employee’s act or omission is willful and has a material adverse effect upon BPIthe Company, BPI or an Affiliate, (B) the BPI Board gives the Employee (I) written notice warning of its intention to terminate the Employee for Good Cause if the specified act or omission alleged to constitute Good Cause is not discontinued and, if curable, cured, and (II) a reasonable opportunity after receipt of such written notice, but in no event less than two (2) weeks, to discontinue and, if curable, cure the conduct alleged to constitute Good Cause, and (C) the Employee fails to discontinue and, if curable, cure the act or omission in question; provided that clauses (B) and (C) of this sentence shall not apply with respect to conduct on the part of the Employee that constitutes a felony in the jurisdiction in which the Employee engages in such conduct, and, provided further, that this sentence shall not apply to conduct involving moral turpitude. For all purposes of this Agreement, no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by him the Employee intentionally and in bad faith (i.e., without reasonable belief that his the Employee’s action or omission was in furtherance of the interests of the Company, BPI or an a Subsidiary or Affiliate).