Breach of Duty. Shall mean the Executive breached or failed to perform his duties to the Company or an Affiliate, as the case may be, and the Executive's breach of or failure to perform those duties constitutes: (1) a violation of criminal law, unless the Executive had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful; (2) a breach of "duty of loyalty" (as defined herein) to the Company or its shareholders; (3) with respect... to securities law actions, acts or omissions not in "good faith" (as further defined herein); (4) gross negligence, fraudulent or reckless misconduct, or a knowing violation of the law; (5) a violation of Section 607.0834, Florida Statutes, or any successor provisions; (6) a transaction from which the Executive derived an improper personal benefit (which shall mean an improper personal financial profit unless such profit is determined to be immaterial in light of all the circumstances); or (7) willful misconduct or a conscious disregard for the best interests of the Company in a proceeding by or in the right of the Company to procure a judgment in its favor or in a proceeding by or in the right of a shareholder of the Company. In determining whether the Executive has acted or omitted to act otherwise than in "good faith," as such term is used herein, the Authority, or the court, shall determine solely whether the Executive (i) in the case of conduct in his "official capacity" (as defined herein) with the Company, believed in the exercise of his business judgment, that his conduct was in the best interests of the Company; and (ii) in all other cases, reasonably believed that his conduct was at least not opposed to the best interests of the Company.View More
Breach of Duty. Shall mean the Executive breached or failed to perform his or her duties to the Company or an Affiliate, as the case may be, and the Executive's breach of or failure to perform those duties constitutes: (1) a violation of criminal law, unless the Executive had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful; (2) constitute: (i) a breach of "duty "Duty of loyalty" Loyalty" (as defined herein) to the Company... or its shareholders; (3) with respect to securities law actions, stockholders; (ii) acts or omissions not in "good faith" "Good Faith" (as further defined herein); (4) gross negligence, fraudulent herein) or reckless misconduct, which involve intentional misconduct or a knowing violation of the law; (5) (iii) a violation of Section 607.0834, Florida Statutes, 174 of the DGCL; or any successor provisions; (6) (iv) a transaction from which the Executive derived an improper personal benefit (which shall mean an improper personal financial profit unless (unless such profit is determined to be immaterial in light of all the circumstances); or (7) willful misconduct or a conscious disregard for the best interests of the Company in a proceeding by or in the right of the Company to procure a judgment in its favor or in a proceeding by or in the right of a shareholder of the Company. circumstances). In determining whether the Executive has acted or omitted to act otherwise than in "good faith," "Good Faith," as such term is used herein, the Authority, or the court, shall determine solely whether the Executive (i) in the case of conduct in his "official capacity" or her "Official Capacity" (as defined herein) with the Company, believed in the exercise of his or her business judgment, that his or her conduct was in the best interests of the Company; and (ii) in all other cases, reasonably believed that his or her conduct was at least not opposed to the best interests of the Company. View More
Breach of Duty. Shall mean the Executive breached or failed to perform his duties to the Company or an Affiliate, as the case may be, and the Executive's breach of or failure to perform those duties constitutes: constitute: (1) a violation of criminal law, unless the Executive had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful; (2) a breach of "duty 'duty of loyalty" loyalty' (as defined herein) to the Company or its ... class="diff-color-red">shareholders; (3) with respect to securities law actions, stockholders; (2) acts or omissions not in "good faith" 'good faith' (as further defined herein); (4) gross negligence, fraudulent herein) or reckless misconduct, which involve intentional misconduct or a knowing violation of the law; (5) (3) a violation of Section 607.0834, Florida Statutes, 174 of the Delaware General Corporation Law; or any successor provisions; (6) (4) a transaction from which the Executive derived an improper personal benefit (which shall mean an improper personal financial profit unless (unless such profit is determined to be immaterial in light of all the circumstances); or (7) willful misconduct or a conscious disregard for the best interests of the Company in a proceeding by or in the right of the Company to procure a judgment in its favor or in a proceeding by or in the right of a shareholder of the Company. circumstances). In determining whether the Executive has acted or omitted to act otherwise than in "good faith," 'good faith,' as such term is used herein, the Authority, or the court, shall determine solely whether the Executive (i) in the case of conduct in his "official capacity" 'official capacity' (as defined herein) with the Company, believed in the exercise of his business judgment, that his conduct was in the best interests of the Company; and (ii) in all other cases, reasonably believed that his conduct was at least not opposed to the best interests of the Company. View More
Breach of Duty. Shall mean the Executive breached or failed to perform the Executive's duties to the Company and such breach of or failure to perform those duties is determined, in accordance with Paragraph 4, to constitute misconduct under Section 180.0851(2)(a) 1, 2, 3 or 4 of the Statute.
