Misconduct. Unless a Change of Control shall have occurred after the date hereof:

Misconduct. If a Grantee’s employment is terminated as a result of deliberate, willful or gross misconduct, this PSU Award will be forfeited immediately upon the Grantee’s receipt of notice of such termination.

Any act of theft, fraud or embezzlement, or any other willful misconduct or materially dishonest behavior by Employee;

“Cause” shall mean, with respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct or willful or negligent breach of fiduciary duty by the Advisor in connection with performing its duties hereunder.

Employee commits such acts of dishonesty, fraud, misrepresentation, gross negligence or willful misconduct which results in material harm to the Company or its business; or

The limitations set forth in this Section 11.5 shall not apply to the Fundamental Representations or any Losses resulting from fraud, gross negligence, or willful misconduct.

Limitations on Liability. No member of the Board and no officer or employee of the Company shall be liable to any person for any action taken or omitted in connection with the administration of the Plan unless attributable to his own fraud or willful misconduct, and the Company shall not be liable to any person for any such action unless attributable to fraud or willful misconduct on the part of a Director, officer or employee of the Company.

the Participant’s commission of a material act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company or any Company Affiliate, as applicable.

The Employee engages in willful or gross misconduct or willful or gross negligence in performing the Employee’s duties, or fraud, misappropriation or embezzlement, in each case that is materially and demonstrably injurious to the Company or the Partnership; and

any act of dishonesty, misappropriation, embezzlement, fraud, willful, gross, or misconduct by the Executive involving ​; including without limitation the misappropriation of ​’s proprietary information or assets and the participation of activities relating to insider trading;