Common use of Discharge with Cause Clause in Contracts

Discharge with Cause. For the purposes of this Agreement, the Company shall be deemed to have terminated the Executive’s employment for cause only if any one of the following conditions existed: (a) the willful and continued failure of the Executive to perform substantially 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), after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. Any termination by the Company of the Executive’s employment with cause under subsections (a) and (b) above shall be made in good faith at the sole discretion of the Board.

Discharge with Cause. For the purposes of this Agreement, the Company shall be deemed to have terminated the Executive’s employment Executive for cause only if any one of the following conditions existed: (a) the willful and continued failure of the Executive to perform substantially the Executive’s 's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the Executive’s 's duties; or (b) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. Any termination with cause by the Company of the Executive’s employment with cause under subsections (a) and (b) above shall be made in good faith at the sole discretion of the BoardBoard of Directors of the Company.