Cause for Termination

Cause for Termination. Shall mean: (a) the deliberate and intentional failure by the Executive to devote substantially his entire business time and best efforts to the performance of his duties (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or disability) after a demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes... that the Executive has not substantially performed his duties, or 1 (b) wilfully engaging by the Executive in conduct which constitutes a fraud against the Corporation or a material breach of this Agreement, or (c) the Executive's conviction of any crime which constitutes a felony. For purposes of this definition, no act, or failure to act, on the Executive's part shall be considered "deliberate and intentional" or "willfully" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in the best interests of the Corporation. View More

Cause for Termination. Shall be limited solely and exclusively to any of the following grounds: (i) Fraud, misappropriation, theft, embezzlement or other willful and deliberate acts of similar dishonesty; 1 (ii) Conviction of, or a plea of guilty or nolo contendre to, a felony or a crime involving moral turpitude; (iii) Illegal use of drugs in the workplace; (iv) Intentional and willful... misconduct that subjects the Corporation to criminal liability or material civil liability; (v) Willful and deliberate breach of the Executive's duty of loyalty, including, but not limited to, the diversion or usurpation of corporate opportunities properly belonging to the Corporation; (vi) Willful and deliberate disregard of the Corporation's policies and procedures in any material respect; (vii) Material breach or violation of the Corporation's Code of Ethics for Senior Executive and Financial Officers or a material breach or violation of the Corporation's Code of Business Conduct and Ethics, if applicable; (viii) Willful and deliberate breach or violation of any of the material terms of this Agreement, including but not limited to, the covenants and restrictions set forth in this Agreement; (ix) Willful and deliberate insubordination, willful and deliberate refusal to perform, or willful gross neglect in the performance of, his/her duties or responsibilities, or willful and deliberate refusal to follow the proper instructions of the Corporation, if any; or (x) Failure of the Executive to fully cooperate as directed by the Corporation in any action, litigation, investigation or other proceeding brought before or by any Governmental Authority. For purposes of this definition, no act, or failure to act, on the Executive's part shall be considered "deliberate," "intentional" or "willful" unless done, or omitted to be done, by the Executive with a lack of good faith and with a lack of reasonable belief that his action or omission was in the best interests of the Corporation. View More