Common use of Termination of Executive Clause in Contracts

Termination of Executive. s Employment for "Cause" shall mean termination upon (a) the willful and continued failure by Executive to perform substantially Executive's reasonably assigned duties with the Company (other than any such failure resulting from Executive's incapacity due to physical or mental illness) after a demand for substantial performance is delivered to Executive by the Board of Directors, the Chief Executive Officer or the President of the Company which specifically identifies the manner in which the Board of Directors or the Company believes that Executive has not substantially performed Executive's duties or (b) the willful engaging by Executive in illegal conduct which is materially and demonstrably injurious to the Company. No act, or failure to act, on Executive's part shall be considered "willful" unless done, or omitted to be done, by Executive without reasonable belief that Executive's action or omission was in, or not opposed to, 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 of Directors shall be conclusively presumed to be done, or omitted to be done, by Executive in the best interests of the Company.

Termination of Executive. s Employment for "“Cause" ” shall mean termination upon (a) the willful and continued failure by Executive to perform substantially Executive's reasonably assigned duties with the Company FEI (other than any such failure resulting from Executive's incapacity due to physical or mental illness) after a demand for substantial performance is delivered to Executive by the Board of Directors, the Chief Executive Officer Officer, or the President of the Company FEI, which specifically identifies the manner in which the Board of Directors or the Company FEI believes that Executive has not substantially performed Executive's duties or (b) the willful engaging by Executive in illegal conduct which is materially and demonstrably injurious to the CompanyFEI. No act, or failure to act, on Executive's part shall be considered "“willful" ” unless done, or omitted to be done, by Executive without reasonable belief that Executive's action or omission was in, or not opposed to, the best interests of the CompanyFEI. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors shall be conclusively presumed to be done, or omitted to be done, by Executive in the best interests of the CompanyFEI.

Termination of Executive. s Employment for "“Cause" ” shall mean termination upon (a) the willful and continued failure by Executive to perform substantially Executive's ’s reasonably assigned duties with the Company (other than any such failure resulting from Executive's ’s incapacity due to physical or mental illness) after a demand for substantial performance is delivered to Executive by the Board of Directors, the Chief Executive Officer or the President of the Company which specifically identifies the manner in which the Board of Directors or the Company believes that Executive has not substantially performed Executive's ’s duties or (b) the willful engaging by Executive in illegal conduct which is materially and demonstrably injurious to the Company. No act, or failure to act, on Executive's ’s part shall be considered "“willful" ” unless done, or omitted to be done, by Executive without reasonable belief that Executive's ’s action or omission was in, or not opposed to, 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 of Directors shall be conclusively presumed to be done, or omitted to be done, by Executive in the best interests of the Company.

Termination of Executive. s Employment for "“Cause" ” shall mean termination upon (a) the willful and continued failure by Executive to perform substantially Executive's ’s reasonably assigned duties with the Company (other than any such failure resulting from Executive's ’s incapacity due to physical or mental illness) after a demand for substantial performance is delivered to Executive by the Company’s Board of DirectorsDirectors (the “Board”), the Chief Executive Officer or the President of the Company which specifically identifies the manner in which the Board of Directors or the Company believes that Executive has not substantially performed Executive's ’s duties or (b) the willful engaging by Executive in illegal conduct which is materially and demonstrably injurious to the Company. No act, or failure to act, on Executive's ’s part shall be considered "“willful" ” unless done, or omitted to be done, by Executive without reasonable belief that Executive's ’s action or omission was in, or not opposed to, 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 of Directors shall be conclusively presumed to be done, or omitted to be done, by Executive in the best interests of the Company.

Termination of Executive. s Employment for "Cause" shall mean termination upon (a) the willful and continued failure by Executive to perform substantially Executive's reasonably assigned duties with the Company (other than any such failure resulting from Executive's incapacity due to physical or mental illness) after a demand for substantial performance is delivered to Executive by the Board of Directors, the Chief Executive Officer or the President of the Company which specifically identifies the manner in which the Board of Directors or the Company believes that Executive has not substantially performed Executive's duties or (b) the willful engaging by Executive in illegal conduct which is materially and demonstrably injurious to the Company. No act, or failure to act, on Executive's part shall be considered "willful" unless done, or omitted to be done, by Executive without reasonable belief that Executive's action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly dully adopted by the Board of Directors shall be conclusively presumed to be done, or omitted to be done, by Executive in the best interests of the Company.

Termination of Executive. s Employment for "“Cause" ” shall mean termination upon (a) the willful and continued failure by Executive to perform substantially Executive's ’s reasonably assigned duties with the Company FEI (other than any such failure resulting from Executive's ’s incapacity due to physical or mental illness) after a demand for substantial performance is delivered to Executive by the Board of Directors, the Chief Executive Officer Officer, or the President of the Company FEI, which specifically identifies the manner in which the Board of Directors or the Company FEI believes that Executive has not substantially performed Executive's ’s duties or (b) the willful engaging by Executive in illegal conduct which is materially and demonstrably injurious to the CompanyFEI. No act, or failure to act, on Executive's ’s part shall be considered "“willful" ” unless done, or omitted to be done, by Executive without reasonable belief that Executive's ’s action or omission was in, or not opposed to, the best interests of the CompanyFEI. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors shall be conclusively presumed to be done, or omitted to be done, by Executive in the best interests of the CompanyFEI.