Director Misconduct

Director Misconduct. Means the occurrence of any one or more of the following (i) the willful and continued failure by a Outside Director to substantially perform his or her duties (other than any such failure resulting from Director Disability, death or Director Retirement), after a written demand for substantial performance is delivered by the Board to the Outside Director that specifically identifies the manner in which the Board believes that the Outside Director has not substantially performed his or her... duties, and the Outside Director has failed to remedy the situation within thirty (30) calendar days of receiving such notice or (ii) a Outside Director's conviction for committing an act of fraud, embezzlement, theft or another act constituting a felony or a crime involving moral turpitude or (iii) substantial dependence or addiction to any drug illegally taken or to alcohol that is in either event materially and demonstrably injurious to the Corporation or (iv) the engaging by a Outside Director in gross misconduct materially and demonstrably injurious to the Corporation. No act or failure to act, on a Outside Director's part shall be considered "willful" unless done, or omitted to be done, by the Outside Director not in good faith and without reasonable belief that his action or omission was in the best interest of the Corporation. Director Misconduct shall be determined by the Board in exercise of good faith and reasonable judgment. View More