Cause.
Shall mean: (i) the willful and continued failure of the Executive to substantially perform
the Executive's his duties with the Company
or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental
illness or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section 4(c)), illness), after a written demand for substantial performance is delivered to the Executive by the
Board Board, pursuant... to a vote of a majority of the Directors of the Company, which specifically identifies the manner in which the Directors of the Board believe that the Executive has not substantially performed the Executive's his duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. No act, For purposes of this provision, no act or failure to act, on the part of the Executive Executive, shall be considered willful unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests interest of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or of a more senior officer of the Company or based upon the advice of counsel for the Company (which may be the General Counsel or other counsel employed by the Company or its subsidiaries) shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters two-thirds of the entire membership members of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive, Executive in accordance with Section 11(c) of this Agreement and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of has engaged in the conduct described in subparagraph paragraph (i) or (ii) above, and specifying the particulars thereof in detail. detail
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Cause.
Shall mean: (i) the willful and continued failure of the Executive to substantially perform
the Executive's his duties with the Company
or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental
illness or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section 4(c)), illness), after a written demand for substantial performance is delivered to the Executive by the
Board Board, pursuant... to a vote of a majority of the Directors of the Company, which specifically identifies the manner in which the Directors of the Board believe that the Executive has not substantially performed the Executive's his duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. No act, For purposes of this provision, no act or failure to act, on the part of the Executive Executive, shall be considered willful "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests interest of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or of a more senior officer of the Company or based upon the advice of counsel for the Company (which may be the General Counsel or other counsel employed by the Company or its subsidiaries) shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters two-thirds of the entire membership members of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive, Executive in accordance with Section 11(c) of this Agreement and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of has engaged in the conduct described in subparagraph paragraph (i) or (ii) above, and specifying the particulars thereof in detail. detail
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Cause.
Shall mean: (i) the willful and continued failure of the Executive to substantially perform
the Executive's his duties with the Company
or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental
illness or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section 4(c)), illness), after a written demand for substantial performance is delivered to the Executive by the
Board Board, pursuant... to a vote of a majority of the Directors of the Company, which specifically identifies the manner in which the Directors of the Board believe that the Executive has not substantially performed the Executive's his duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. No act, For purposes of this provision, no act or failure to act, on the part of the Executive Executive, shall be considered willful "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests interest of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or of a more senior officer of the Company or based upon the advice of counsel for the Company (which may be the General Counsel or other counsel employed by the Company or its subsidiaries) shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters two-thirds of the entire membership members of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive, Executive in accordance with Section 10(c) of this Agreement and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of has engaged in the conduct described in subparagraph paragraph (i) or (ii) above, and specifying the particulars thereof in detail. detail
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Cause.
Shall mean: (i) the willful and continued failure of the Executive to substantially perform
the Executive's his duties with the Company
or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental
illness or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section 4(c)), illness), after a written demand for substantial performance is delivered to the Executive by the
Board Board, pursuant... to a vote of a majority of the Directors of the Company, which specifically identifies the manner in which the Directors of the Board believe that the Executive has not substantially performed the Executive's his duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. No act, For purposes of this provision, no act or failure to act, on the part of the Executive Executive, shall be considered willful unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests interest of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or of a more senior officer of the Company or based upon the advice of counsel for the Company (which may be the General Counsel or other counsel employed by the Company or its subsidiaries) shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters two-thirds of the entire membership members of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive, Executive in accordance with Section 10(c) of this Agreement and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of has engaged in the conduct described in subparagraph paragraph (i) or (ii) above, and specifying the particulars thereof in detail. detail
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Cause.
Shall mean: for termination by the Company of the Executive's employment, after any Change in Control, shall mean (i) the willful and continued failure
of by the Executive to substantially perform the Executive's duties with the Company (other than any such failure resulting from
the Executive's incapacity due to physical or mental illness
or any such actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by the
Executive pursuant to Section 4(c)), Executive) after a written demand for substantial performance is delivered to the Executive by the
Board Board, which
demand specifically identifies the manner in which
the Board believes that the Executive has not substantially performed the Executive's duties, or (ii) the willful engaging by the Executive in
illegal conduct or gross misconduct which is
demonstrably and materially
and demonstrably injurious to the
Company. Company or any of its subsidiaries, monetarily or otherwise. No act, or failure to act, on the
Executive's part
of the Executive shall be
considered deemed willful unless
it is done, or omitted to be done, by the Executive
not in
bad good faith
or and without reasonable belief that the Executive's
action or omission was in the best interests of the Company. Any act, or failure to act,
based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or of a more senior officer of the Company or based upon the advice of counsel for the Company (which may be the General Counsel or other counsel employed by the Company or its subsidiaries) shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and was in the best
interests interest of the Company.
The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive, and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.
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Cause.
Shall mean: for termination by AspenTech of the Executive's employment, shall mean (i) the willful and continued failure
of by the Executive to substantially perform the Executive's duties with
the Company AspenTech (other than any such failure resulting from
the Executive's incapacity due to physical or mental illness
or any such actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by the
Executive pursuant to Section 4(c)), Executive) after a written
... demand for substantial performance is delivered to the Executive by the Board Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive's duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is demonstrably and materially and demonstrably injurious to AspenTech or any of its subsidiaries, monetarily or otherwise, or (iii) the Company. entry of a plea of guilty or nolo contendere by the Executive to any felony. No act, or failure to act, on the Executive's part of the Executive shall be considered deemed willful unless it is intentionally done, or omitted to be done, by the Executive not in bad good faith or and without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or of a more senior officer of the Company or based upon the advice of counsel for the Company (which may be the General Counsel or other counsel employed by the Company or its subsidiaries) shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and was in the best interests interest of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive, and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail. AspenTech
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Cause.
Shall mean: (i) the willful and continued failure of the Executive to substantially perform the Executive's duties with the Company
or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental
illness or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section 4(c)), illness), after a written demand for substantial performance is delivered to the Executive by the
Board Board, pursuant to a... vote of a majority of the "Outside Directors" (as defined below), which specifically identifies the manner in which the Outside Directors of the Board believe that the Executive has not substantially performed the Executive's duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. No act, For purposes of this provision, no act or failure to act, on the part of the Executive Executive, shall be considered willful "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or of a more senior officer of the Company or based upon the advice of counsel for the Company (which may be the General Counsel or other counsel employed by the Company or its subsidiaries) shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters two-thirds of the entire membership members of the Board who are not and have never been employed by the Company or its subsidiaries (the "Outside Directors") at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive, Executive in accordance with Section 11(c) of this Agreement and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of has engaged in the conduct described in subparagraph paragraph (i) or (ii) above, and specifying the particulars thereof in detail. detail
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Cause.
Shall mean: (i) the willful and continued failure of the Executive to substantially perform the Executive's duties with the Company
or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental
illness or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section 4(c)), illness), after a written demand for substantial performance is delivered to the Executive by the
Board Board, pursuant to a... vote of a majority of the Outside Directors (as defined below), which specifically identifies the manner in which the Outside Directors of the Board believe that the Executive has not substantially performed the Executive's duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. No act, For purposes of this provision, no act or failure to act, on the part of the Executive Executive, shall be considered willful unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or of a more senior officer of the Company or based upon the advice of counsel for the Company (which may be the General Counsel or other counsel employed by the Company or its subsidiaries) shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters two-thirds of the entire membership members of the Board who are not and have never been employed by the Company or its subsidiaries (the Outside Directors) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive, Executive in accordance with Section 11(c) of this Agreement and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of has engaged in the conduct described in subparagraph paragraph (i) or (ii) above, and specifying the particulars thereof in detail. detail
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Cause.
Shall mean: (i) the willful and continued failure of the Executive to substantially perform the Executive's duties with the Company
or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental
illness or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section 4(c)), illness), after a written demand for substantial performance is delivered to the Executive by the
Board Board, pursuant to a... vote of a majority of the "Outside Directors" (as defined below), which specifically identifies the manner in which the Outside Directors of the Board believe that the Executive has not substantially performed the Executive's duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. No act, For purposes of this provision, no act or failure to act, on the part of the Executive Executive, shall be considered willful "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or of a more senior officer of the Company or based upon the advice of counsel for the Company (which may be the General Counsel or other counsel employed by the Company or its subsidiaries) shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters two-thirds of the entire membership members of the Board who are not and have never been employed by the Company or its subsidiaries (the "Outside Directors") at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive, Executive in accordance with Section 10(c) of this Agreement and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of has engaged in the conduct described in subparagraph paragraph (i) or (ii) above, and specifying the particulars thereof in detail. detail
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Cause.
Shall mean: for termination by the Company of the Executive's employment shall mean (i) the willful and continued failure
of by the Executive
to substantially perform the Executive's duties with the Company (other than any such failure resulting from
(A) the Executive's incapacity due to physical or mental
illness illness, (B) any such actual or anticipated failure after the issuance of a Notice of Termination
by the Executive for Good Reason
by or (C) the
Executive pursuant Company's active or... passive obstruction of the performance of the Executive's duties and responsibilities) to Section 4(c)), perform substantially the duties and responsibilities of the Executive's position with the Company after a written demand for substantial performance is delivered to the Executive by the Board Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed such duties or responsibilities; (ii) the Executive's duties, conviction of the Executive by a court of competent jurisdiction for felony criminal conduct; or (ii) (iii) the willful engaging by the Executive in illegal conduct fraud or gross misconduct dishonesty which is demonstrably and materially and demonstrably injurious to the Company. Company or its reputation, monetarily or otherwise. No act, or failure to act, on the Executive's part of the Executive shall be considered willful deemed "willful" unless it is done, committed or omitted to be done, by the Executive in bad faith or and without reasonable belief that the Executive's action act or omission failure to act was in in, or not opposed to, the best interests interest of the Company. Any act, or failure It is also expressly understood that the Executive's attention to act, based upon authority given pursuant matters not directly related to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or of a more senior officer business of the Company or based upon the advice of counsel for the Company (which may be the General Counsel or other counsel employed by the Company or its subsidiaries) shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be provide a basis for termination for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of so long as the Board at a meeting of has approved the Board called and held for Executive's engagement in such purpose (after reasonable notice is provided to the Executive, and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail. activities.
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