Cause

Cause. (g) Company shall have "Cause" to terminate Executive's employment hereunder upon: (i) Executive's willful failure to satisfactorily perform Executive's lawful and reasonable material duties (other than any such failure resulting from Executive's Disability) or to devote Executive's full time and effort to Executive's position hereunder; (ii) Executive's material violation of any material Company policy that remains unremedied after reasonable notice to cure the violation; (iii) Executive's... failure to follow lawful and reasonable directives from the Board, (iv) Executive's gross negligence or material misconduct; (v) Executive's commission at any time of any material act of fraud, embezzlement, misappropriation, material misconduct, conversion of assets of Company or breach of fiduciary duty against Company (or any predecessor thereto or successor thereof); or (vi) felony conviction of Executive (other than a traffic violation which does not result in serious bodily injury or death). Notwithstanding the foregoing, no act or omission shall constitute Cause unless Company provides to Executive (x) written notice clearly and fully describing the particular acts or omissions which Company reasonably believes in good faith constitute Cause, (y) an opportunity, during the thirty (30) days following Executive's receipt of such notice, to meet in person with Company to explain or defend the alleged acts or omissions relied upon by Company and, to the extent practicable and curable, to cure such acts or omissions, and (z) a copy of the resolution duly adopted by Company finding that, in the good faith opinion of Company, Executive committed the alleged acts or omissions and that they constitute grounds for Cause hereunder. Executive shall have the right to contest a determination of Cause by requesting arbitration in accordance with the terms of Section 19 hereof. View More

Cause. Executive's: (i) conviction of a felony; (ii) act of fraud, embezzlement or theft in connection with Executive's duties or in the course of his employment with the Bank; (iii) intentional or grossly negligent act which causes damage to property of the Bank; (iv) willful or grossly negligent violation of any law, rule, regulation or final administrative action that causes material harm to the Bank or its assets; (v) intentional or grossly negligent breach of fiduciary duty owed to the Bank... involving personal profit; (vi) willful failure to discharge, or habitual neglect of, material obligations or duties of Executive's position; or (vii) material violation of Section 7 of this Agreement. For the purpose of this paragraph, no act, or failure to act, on the part of Executive shall be deemed "intentional" or "willful" unless done, or omitted to be done, by Executive without reasonable belief that his action or omission was in the best interest of the Bank. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated by reason of clause (vi) unless and until Executive is notified in writing by the Board of Directors of such a determination, specifying the particulars thereof in reasonably sufficient detail, and giving the Executive a reasonable opportunity (of not less than thirty (30) days), together with his counsel, to explain to the Board of Directors why clause (vi) has not occurred, followed by a finding by the Board of Directors (1) that, in the good faith opinion of the Board of Directors, Executive has committed an act set forth in clause (vi), (2) specifying the particulars thereof in detail, and (3) determining that such violation has not been corrected, or is not capable of correction. View More

Cause. The meaning ascribed to such term in the Air Lease Corporation 2014 Equity Incentive Plan, as amended from time to time, or any successor plan.

Cause. Any of the following: (A) gross dereliction of your duties or your repeated failure to perform one or more of your essential duties or responsibilities to the Company, (B) willful and gross misconduct which results in material injury to the Company, (C) willful and material violation of laws applicable to the Company which result in material injury to the Company, (D) embezzlement or theft of Company property, (E) material violation of the Confidentiality Agreement which result in material... injury to the Company, (F) conviction of any felony, or (G) shutdown of the Company. View More

Cause. An Eligible Executive's (i) willful failure to perform such Eligible Executive's duties (other than any such failure resulting from such Eligible Executive's physical or mental incapacity); (ii) willful misconduct, gross negligence, breach of fiduciary duty, fraud, theft or embezzlement, in each case, that results in demonstrable or reasonably likely harm to the Company or any of its Affiliates; (iii) commission, conviction of, or plea of nolo contendere to, any felony (or state law equivalent)... or any crime involving moral turpitude; (iv) commission of an act of fraud, embezzlement, or misappropriation, in each case, against the Company or any of its Affiliates; (v) breach of any policy or code of conduct established by the Company or any of its Affiliates (including policies relating to anti-corruption or trade and economic sanctions), as such policies may be amended from time to time; or (vi) direct or indirect violation of the FCPA, or any other applicable anti-corruption law or policy, or negligent failure to manage, comply with or otherwise adhere to (or, if applicable, to put in place or enforce) appropriate compliance controls and procedures, including controls with respect to compliance with the FCPA, policies of the Office of Foreign Assets Control, or any other applicable anti-corruption laws or policies. Notwithstanding the foregoing, except for a failure, breach or refusal that, by its nature, cannot reasonably be expected to be cured, an Eligible Executive shall have 30 days following the delivery of written notice by the Company to the Eligible Executive of the existence of an act or omission constituting Cause pursuant to clauses (i), (ii), (iii) or (v) to cure such Cause event; provided, however, that, if the Company reasonably expects irreparable injury from a delay of 30 days: (A) the Company may give an Eligible Executive notice of such shorter period within which to cure as is reasonable under the circumstances; or (B) the Company may waive such notice and cure period such that the termination of an Eligible Executive's employment occurs without further notice and with immediate effect. View More

Cause. (i) if the Grantee is at the time of termination a party to an employment agreement with the Company or any Subsidiary of the Company, the meaning set forth therein, or (ii) in all other cases, (1) any indictment for, conviction of, or plea of guilty or nolo contendere to (x) any felony (except for vehicular-related felonies, other than a felony DUI, manslaughter or homicide) or (y) any crime (whether or not a felony) involving dishonesty, fraud, or breach of fiduciary duty; (2) willful... misconduct or gross negligence by the Grantee in connection with the performance of services to the Company or any Subsidiary; (3) any breach of the Company's written policies other than an inadvertent breach that is promptly remedied by the Grantee; (4) ongoing failure or refusal after written notice, other than by reason of Disability or ill health, to faithfully and diligently perform the usual and customary duties of his employment; (5) failure or refusal after written notice to comply with the reasonable written policies, standards and regulations of the Company which, from time to time, may be established and disseminated; or (6) a material breach by the Grantee of any terms related to his employment or service to the Company or any Subsidiary in any applicable agreement View More

Cause. Misconduct, including: (i) conviction of any felony or any crime involving moral turpitude or dishonesty; (ii) participation in a fraud or act of dishonesty against the Company; (iii) willful and material breach of Participant's duties that has not been cured within 30 days after written notice from the Company's Board of Directors of such breach; (iv) material breach of the Proprietary Information and Inventions Agreement that has not been cured within 30 days after written notice from the... Company's Board of Directors of such breach; or (v) death or disability. The determination that a termination of the Participant's Continuous Service is either for Cause or without Cause shall be made by the Company in its sole discretion. Any determination by the Company that the Continuous Service of a Participant was terminated by reason of dismissal without Cause for the purposes of outstanding Stock Awards held by such Participant shall have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose. View More

Cause. Means any of the following: (i) the commission of an act of fraud, embezzlement or dishonesty by Employee that has a material adverse impact on the Company or any successor or affiliate thereof; (ii) a conviction of, or plea of "guilty" or "no contest" to, a felony by Employee or any crime involving fraud, misappropriation, embezzlement or moral turpitude; (iii) any unauthorized use or disclosure by Employee of confidential information or trade secrets of the Company or any successor or... affiliate thereof that has a material adverse impact on any such entity; (iv) Employee's gross negligence, insubordination or material violation of any duty of loyalty to the Company or any other material misconduct on the part of Employee; (v) Employee's ongoing and repeated failure or refusal to perform or neglect of Employee's duties as required by this Agreement, which failure, refusal or neglect continues for fifteen (15) days following Employee's receipt of written notice from the Board or the Company's Chief Executive Officer (the "CEO") stating with specificity the nature of such failure, refusal or neglect; or (vi) Employee's breach of any material provision of this Agreement; provided, however, that prior to the determination that "Cause" under this Section 1(b) has occurred, the Company shall (w) provide to Employee in writing, in reasonable detail, the reasons for the determination that such "Cause" exists, (x) other than with respect to clause (v) above which specifies the applicable period of time for Employee to remedy his or her breach, afford Employee a reasonable opportunity to remedy any such breach (if such breach is capable of being remedied), (y) provide Employee an opportunity to be heard prior to the final decision to terminate Employee's employment hereunder for such "Cause" and (z) make any decision that such "Cause" exists in good faith. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Employee for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of this Agreement, to constitute grounds for termination for Cause. View More

Cause. (i) conviction of, or plea of guilty or nolo contendere by, the Participant for committing a felony under federal law or the law of the state in which such action occurred, (ii) willful and deliberate failure on the part of the Participant to perform his or her employment duties in any material respect, (iii) dishonesty in the course of fulfilling the Participant's employment duties, or (iv) a material violation of the Company's ethics and compliance policies. Notwithstanding the general rule... of Section 3, following a Change in Control, any determination by the Committee as to whether Cause exists shall be subject to de novo review View More

Cause. A determination by the Board of Directors in good faith that any of the following events has occurred: (i) indictment of the Executive of, or the conviction or entry of a plea of guilty or nolo contendere by the Executive to any felony, or any misdemeanor involving moral turpitude; (ii) the Executive engaging in conduct which constitutes a material breach of a fiduciary duty or duty of loyalty, including without limitation, misappropriation of funds or property of the REIT, DiamondRock... Hospitality Limited Partnership (the "Operating Partnership") and their subsidiaries (the REIT, the Operating Partnership and their subsidiaries are hereinafter referred to as the "DiamondRock Group") other than an occasional and de minimis use of Company property for personal purposes; (iii) the Executive's willful failure or gross negligence in the performance of his assigned duties for the DiamondRock Group, which failure or gross negligence continues for more than 5 days following the Executive's receipt of written or electronic notice of such willful failure or gross negligence from the Board of Directors; (iv) any act or omission of the Executive that has a demonstrated and material adverse impact on the DiamondRock Group's reputation for honesty and fair dealing or any other conduct of the Executive that would reasonably be expected to result in injury to the reputation of the DiamondRock Group; or (v) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the REIT to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate, destroy or fail to produce documents or other materials. For purposes of this Section 2(b), any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the DiamondRock Group 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 DiamondRock Group. 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 the Board of Directors, finding that, in the good faith opinion of the Board of Directors, the Executive has engaged in the conduct described in this Section 2(b); provided, that if the Executive is a member of the Board of Directors, the Executive shall not vote on such resolution. View More