Common use of Substantial Cause Clause in Contracts

Substantial Cause. As used herein, "Substantial Cause" means (i) the willful and continued failure by the Employee to substantially perform the Employee's duties with the Employer (other than any such failure resulting from the Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a notice of termination for Good Reason by the Employee) after a written demand for substantial performance is delivered to the Employee by the Board, which demand specifically identifies the manner in which the Board believes that the Employee has not substantially performed the Employee's duties, or (ii) the willful engaging by the Employee in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise. For purposes of clauses (i) and (ii) of this definition, no act, or failure to act, on the Employee's part shall be deemed "willful" unless done, or omitted to be done, by the Employee not in good faith and without reasonable belief that the Employee's act, or failure to act, was in the best interest of the Company and the Employer.

Substantial Cause. As used herein, "“Substantial Cause" ” means (i) the willful and continued failure by the an Employee to substantially perform the Employee's ’s duties with the Employer (other than any such failure resulting from the Employee's ’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a notice of termination for Good Reason by the Employee) after a written demand for substantial performance is delivered to the Employee by the Board, which demand specifically identifies the manner in which the Board believes that the Employee has not substantially performed the Employee's ’s duties, or (ii) the willful engaging by the Employee in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise. For purposes of clauses (i) and (ii) of this definition, no act, or failure to act, on the Employee's ’s part shall be deemed "“willful" ” unless done, or omitted to be done, by the Employee not in good faith and without reasonable belief that the Employee's ’s act, or failure to act, was in the best interest of the Company and the Employer.