This page contains an example definition of Cause, followed by definitions with minor variations. You can view the differences between the example and variations by selecting the "Show Differences" option.
Cause. Shall mean: (i) the willful and continued failure of the Executive to substantially perform the Executive's duties with the Company (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)), after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which 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, or failure to act, on the part of the 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 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.View More
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 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)), 7.1 hereof) that has not been cured... within 30 days 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 duties; (ii) the willful engaging by the Executive in illegal conduct which is demonstrably and materially injurious to the Company, monetarily or gross misconduct which otherwise; or (iii) a willful or reckless violation by the Executive of a material legal or regulatory requirement that is materially and demonstrably injurious to the Company. No For purposes of this definition, no act, or failure to act, on the Executive's part of the Executive shall be considered willful 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 act, or omission failure to act, was in the best interests interest of the Company. Any act, or failure to act, based upon express written authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Board, Chief Executive Officer and/or Chief Investment Officer with respect to such act or of a more senior officer of the Company omission 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 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.View More
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 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)), 7.1 hereof) 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. No Company or its subsidiaries, monetarily or otherwise. For purposes of clauses (i) and (ii) of this definition, (a) no act, or failure to act, on the Executive's part of the Executive shall be considered willful 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 was in the Board or upon the instructions best interest of the Chief Executive Officer or Company, and (b) in the event of a more senior officer dispute concerning the application of the Company or based upon the advice of counsel for the Company (which may be the General Counsel or other counsel employed this provision, no claim by the Company or its subsidiaries) that Cause exists shall be conclusively presumed to be done, or omitted to be done, by given effect unless 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 Company establishes to the Executive a copy of a resolution duly adopted Board by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called clear 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. convincing evidence that Cause exists View More
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 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)), 7.1 hereof) 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. No Company or its subsidiaries, monetarily or otherwise. For purposes of clauses (i) and (ii) of this definition, (a) no act, or failure to act, on the Executive's part of the Executive shall be considered willful 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 was in the Board or upon the instructions best interest of the Chief Executive Officer or Company, and (b) in the event of a more senior officer dispute concerning the application of the Company or based upon the advice of counsel for the Company (which may be the General Counsel or other counsel employed this provision, no claim by the Company or its subsidiaries) that Cause exists shall be conclusively presumed to be done, or omitted to be done, by given effect unless 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 Company establishes to the Executive a copy of a resolution duly adopted Board by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called clear 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. convincing evidence that Cause exists. View More
Cause. Shall mean: For purposes of this Agreement, "Cause" shall mean the occurrence of any one or more of the following events unless the Executive fully corrects the circumstances constituting Cause within thirty (30) days following the date written notice is delivered to the Executive which specifically identifies the circumstances constituting Cause (provided such circumstances are capable of correction): (i) the Executive's willful and continued failure of the Executive substantially to ... class="diff-color-red">substantially perform the Executive's his duties with the Company (other than any such failure resulting from the Executive's 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 REIT's Board of Directors, which demand specifically identifies the manner in which the REIT's Board of Directors believes that the Executive has not substantially performed his duties; (ii) the Executive's duties, willful commission of an act of fraud or (ii) dishonesty resulting in economic or financial damage to the willful engaging Company; (iii) the Executive's conviction of, or entry by the Executive in illegal conduct of a guilty or gross misconduct which is materially and demonstrably injurious no contest plea to, the commission of a felony or a crime involving moral turpitude; (iv) a willful breach by the Executive of his fiduciary duty to the Company. No act, Company which results in economic or other damage to the Company; or (v) the Executive's willful and material breach of the Executive's covenants set forth in Section 5(a) or 5(b) hereof. 3 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 REIT's Board or upon the instructions of the Chief Executive Officer or of a more senior officer of the Company Directors 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 of the REIT's Board of Directors at a meeting of the REIT's Board of Directors called and held for such purpose (after reasonable notice is provided to the Executive, Executive and the Executive is given an opportunity, together with counsel, counsel for the Executive, to be heard before the Board), REIT's Board of Directors), finding that, in the good faith opinion of the Board, the Executive is guilty of any of the conduct described in subparagraph (i) or (ii) above, this Section 2(a), and specifying the particulars thereof in detail. detail; provided, that if the Executive is a member of the REIT's Board of Directors, the Executive shall not vote on such resolution nor shall the Executive be counted in determining the "entire membership" of the REIT's Board of Directors. View More
Cause. Shall mean: For purposes of this Agreement, 'Cause' shall mean the occurrence of any one or more of the following events unless the Executive fully corrects the circumstances constituting Cause within thirty (30) days following the date written notice is delivered to the Executive which specifically identifies the circumstances constituting Cause (provided such circumstances are capable of correction): (i) the Executive's willful and continued failure of the Executive substantially to ... class="diff-color-red">substantially perform the Executive's his duties with the Company (other than any such failure resulting from the Executive's 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 REIT's Board of Directors, which demand specifically identifies the manner in which the REIT's Board of Directors believes that the Executive has not substantially performed his duties; (ii) the Executive's duties, willful commission of an act of fraud or (ii) dishonesty resulting in economic or financial damage to the willful engaging Company; (iii) the Executive's conviction of, or entry by the Executive in illegal conduct of a guilty or gross misconduct which is materially and demonstrably injurious no contest plea to, the commission of a felony or a crime involving moral turpitude; (iv) a willful breach by the Executive of his fiduciary duty to the Company. No act, Company which results in economic or other damage to the Company; or (v) the Executive's willful and material breach of the Executive's covenants set forth in Section 5(a) or 5(b) hereof. 3 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 REIT's Board or upon the instructions of the Chief Executive Officer or of a more senior officer of the Company Directors 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 of the REIT's Board of Directors at a meeting of the REIT's Board of Directors called and held for such purpose (after reasonable notice is provided to the Executive, Executive and the Executive is given an opportunity, together with counsel, counsel for the Executive, to be heard before the Board), REIT's Board of Directors), finding that, in the good faith opinion of the Board, the Executive is guilty of any of the conduct described in subparagraph (i) or (ii) above, this Section 2(a), and specifying the particulars thereof in detail. detail; provided, that if the Executive is a member of the REIT's Board of Directors, the Executive shall not vote on such resolution nor shall the Executive be counted in determining the 'entire membership' of the REIT's Board of Directors. View More
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 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)), 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, and Executive has not cured any such failure that is capable of being cured in all material respects within ten (10) days of receiving such written demand, 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. No Company or its subsidiaries, monetarily or otherwise. For purposes of clauses (i) and (ii) of this definition, (x) no act, or failure to act, on the Executive's part of the Executive shall be considered willful 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 was in the Board or upon the instructions of the Chief Executive Officer or of a more senior officer best interest of the Company or based upon and (y) in the advice event of counsel for a dispute concerning the Company (which may be the General Counsel or other counsel employed application of this provision, no claim by the Company or its subsidiaries) that Cause exists shall be conclusively presumed to be done, or omitted to be done, by given effect unless 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 Company establishes to the Executive a copy of a resolution duly adopted Board by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called clear 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. convincing evidence that Cause exists. View More
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 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)), 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, and Executive has not cured any such failure that is capable of being cured in all material respects within ten (10) days of receiving such written demand, 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. No Company or its subsidiaries, monetarily or otherwise. For purposes of clauses (i) and (ii) of this definition, (x) no act, or failure to act, act on the Executive's part of the Executive shall be considered willful 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 act or omission failure to act, 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 interest of the Company or based upon and (y) in the advice event of counsel for a dispute concerning the Company (which may be the General Counsel or other counsel employed application of this provision, no claim by the Company or its subsidiaries) that Cause exists shall be conclusively presumed to be done, or omitted to be done, by given effect unless 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 Company establishes to the Executive a copy of a resolution duly adopted Board by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called clear 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. convincing evidence that Cause exists. View More
