Cause Definition Example

Cause. 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 substantially to perform his duties with the Company... (other than any such failure resulting from the Executive's incapacity due to physical or mental 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 willful commission of an act of fraud or dishonesty resulting in economic or financial damage to the Company; (iii) the Executive's conviction of, or entry by the Executive of a guilty or 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 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, 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 REIT's Board of Directors or based upon the advice of counsel for the Company 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 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 and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the 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 this Section 2(a), and specifying the particulars thereof in 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