Common use of With or Without Cause Clause in Contracts

With or Without Cause. The Company may terminate Executive’s employment with or without Cause. For purposes of this Agreement, “Cause” shall mean: (i) Executive’s willful and continued failure to perform substantially his duties with the Company (other than any such failure resulting from Executive’s Disability or any such failure subsequent to Executive being delivered notice of the Company’s intent to terminate Executive’s employment without Cause or delivering to the Company a notice of Executive’s intent to terminate for Good Reason) after a written demand for substantial performance is delivered to Executive by the Board, the Compensation Committee or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board, the Compensation Committee or the Chief Executive Officer of the Company believes Executive has not substantially performed Executive’s duties and Executive, after a period of no less than thirty days as set forth in the Company’s notice, has failed to cure such failure; (ii) Executive’s willful dishonesty or misconduct in the performance of his duties that could reasonably be expected to cause a material harm to the Company or any of its subsidiaries; (iii) Executive’s involvement in a transaction in connection with the performance of his duties to the Company or any of its subsidiaries which has not been disclosed to the Board or Company and which is adverse to the interests of the Company or its subsidiaries and which is engaged in for personal profit (whether for the benefit of Executive or any other person or entity related to Executive or with respect to which Executive has a material interest); or (iv) Executive’s conviction (by a court of competent jurisdiction) of, or a plea of nolo contendere to, any crime that constitutes a felony under federal, state or local law (other than a motor vehicle violation for which no custodial penalty is imposed). For purpose of the definition of Cause set forth above, no act or failure to act shall be considered “willful” unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s action was in the best interests of the Company and its subsidiaries. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company.

With or Without Cause. The Company Corporation may terminate Executive’s 's employment with or without "Cause." The Employment Period shall immediately end upon a termination by the Corporation with Cause. For purposes of this Agreement, “"Cause” shall mean: " means (i) Executive’s the willful and continued failure of Executive to perform substantially his duties with the Company Corporation (other than any such failure resulting from Executive’s Disability 's incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered notice a Notice of the Company’s intent to terminate Executive’s employment Termination without Cause by the Corporation or delivering a Notice of Termination for Good Reason to the Company a notice of Executive’s intent to terminate for Good ReasonCorporation) after a written demand for substantial performance is delivered to Executive by the Board, the Compensation Committee or the Chief Executive Officer of the Company Board which specifically identifies the manner in which the Board, the Compensation Committee or the Chief Executive Officer of the Company Board believes that Executive has not substantially performed Executive’s 's duties and Executive, after a period of no less than thirty days as set forth in the Company’s notice, Executive has failed to cure such failure; failure to the reasonable satisfaction of the Board within ninety (90) days of his receipt of such demand, (ii) Executive’s the willful dishonesty or engaging by Executive in gross misconduct in the performance of his duties that could reasonably be expected to cause a material harm which is demonstrably and materially injurious to the Company Corporation or any of its subsidiaries; affiliates, or (iii) Executive’s involvement in a transaction in connection with the performance of his duties to the Company or any of its subsidiaries which has not been disclosed to the Board or Company and which is adverse to the interests of the Company or its subsidiaries and which is engaged in for personal profit (whether for the benefit of Executive or any other person or entity related to Executive or with respect to which Executive has a material interest); or (iv) Executive’s 's conviction (by a court of competent jurisdictionwhich conviction is no longer appealable) of, or a plea of nolo contendere pleading guilty to, any crime that constitutes a felony under federal, state involving moral turpitude or local law (other than a motor vehicle violation for which no custodial penalty is imposed)the property of the Corporation. For purpose of the definition of Cause set forth abovethis paragraph B, no act or failure to act by Executive shall be considered “"willful” " unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s 's action or omission was in the best interests of the Company and Corporation or its subsidiariesaffiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company Corporation shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the CompanyCorporation. Cause shall not exist unless and until the Corporation has delivered to Executive, along with the Notice of Termination for Cause, a copy of a resolution duly adopted by three-quarters (3/4) of the entire Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clauses (i) and (ii) above has occurred and specifying the particulars thereof in detail. The Board must notify Executive of any event constituting Cause within ninety (90) days following the Board's knowledge of its existence or such event shall not constitute Cause under this Agreement.

With or Without Cause. The Company may terminate the Executive’s employment with or without “Cause. .” For purposes of this Agreement, “Cause” shall mean: means (i) Executive’s the willful and continued failure of Executive to perform substantially his duties with the Company (other than any such failure resulting from Executive’s Disability incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered notice a Notice of Termination without Cause by the Company or delivering a Notice of Termination for Good Reason to the Company’s intent to terminate Executive’s employment without Cause or delivering to the Company a notice of Executive’s intent to terminate for Good Reason) after a written demand for substantial performance is delivered to Executive by the Board, the Compensation Committee or the Chief Executive Officer of the Company Board which specifically identifies the manner in which the Board, the Compensation Committee or the Chief Executive Officer of the Company Board believes that Executive has not substantially performed Executive’s duties and Executive, after a period of no less than thirty days as set forth in the Company’s notice, Executive has failed to cure such failurefailure to the reasonable satisfaction of the Board; (ii) Executive’s the willful dishonesty engaging by Executive in gross negligence or willful misconduct in the performance of his duties that could reasonably be expected to cause a material harm which is demonstrably and materially injurious to the Company or any of its subsidiariesaffiliates; or (iii) Executive’s involvement in conviction of or pleading guilty or no contest to a transaction in connection with the performance of his duties to the Company or any of its subsidiaries which has not been disclosed to the Board or Company and which is adverse to the interests of the Company or its subsidiaries and which is engaged in for personal profit (whether for the benefit of Executive or any other person or entity related to Executive or with respect to which Executive has a material interest); or (iv) Executive’s conviction (by a court of competent jurisdiction) of, or a plea of nolo contendere to, any crime that constitutes a felony under federal, state or local law (other than a motor vehicle violation for which no custodial penalty is imposed)felony. For purpose of the definition of Cause set forth abovethis Section 6(c), no act or failure to act by Executive shall be considered “willful” unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s action or omission was in the best interests of the Company and or its subsidiariesaffiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or Board, based upon the advice of counsel for the Company or upon the instructions of the Company’s chief executive officer or another senior officer of the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. Cause shall not exist unless and until the Company has delivered to Executive, along with the Notice of Termination for Cause, a copy of a resolution duly adopted by three-quarters (3/4) of all members of the Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clauses (i) - (iii) above has occurred and specifying the particulars thereof in detail. The Board must notify Executive of any event constituting Cause within ninety (90) days following the Board’s knowledge of its existence or such event shall not constitute Cause under this Agreement.

With or Without Cause. The Company Corporation may terminate Executive’s 's employment with or without "Cause". The Employment Period shall immediately end upon a termination by the Corporation with Cause. For purposes of this Agreement, “"Cause” shall mean: " means (i) Executive’s the willful and continued failure of Executive to perform substantially his duties with the Company Corporation (other than any such failure resulting from Executive’s Disability 's incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered notice a Notice of the Company’s intent to terminate Executive’s employment Termination without Cause by the Corporation or delivering a Notice of Termination for Good Reason to the Company a notice of Executive’s intent to terminate for Good ReasonCorporation) after a written demand for substantial performance is delivered to Executive by the Board, the Compensation Committee or the Chief Executive Officer of the Company Board which specifically identifies the manner in which the Board, the Compensation Committee or the Chief Executive Officer of the Company Board believes that Executive has not substantially performed Executive’s 's duties and Executive, after a period of no less than thirty days as set forth in the Company’s notice, Executive has failed to cure such failure; failure to the reasonable satisfaction of the Board within ninety (90) days of his receipt of such demand, (ii) Executive’s the willful dishonesty or engaging by Executive in gross misconduct in the performance of his duties that could reasonably be expected to cause a material harm which is demonstrably and materially injurious to the Company Corporation or any of its subsidiaries; affiliates, or (iii) Executive’s involvement in a transaction in connection with the performance of his duties to the Company or any of its subsidiaries which has not been disclosed to the Board or Company and which is adverse to the interests of the Company or its subsidiaries and which is engaged in for personal profit (whether for the benefit of Executive or any other person or entity related to Executive or with respect to which Executive has a material interest); or (iv) Executive’s 's conviction (by a court of competent jurisdictionwhich conviction is no longer appealable) of, or a plea of nolo contendere pleading guilty to, any crime that constitutes a felony under federal, state involving moral turpitude or local law (other than a motor vehicle violation for which no custodial penalty is imposed)the property of the Corporation. For purpose of the definition of Cause set forth abovethis paragraph B, no act or failure to act by Executive shall be considered “"willful” " unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s 's action or omission was in the best interests of the Company and Corporation or its subsidiariesaffiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company Corporation shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the CompanyCorporation. Cause shall not exist unless and until the Corporation has delivered to Executive, along with the Notice of Termination for Cause, a copy of a resolution duly adopted by three-quarters (3/4) of the entire Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clauses (i) and (ii) above has occurred and specifying the particulars thereof in detail. The Board must notify Executive of any event constituting Cause within ninety (90) days following the Board's knowledge of its existence or such event shall not constitute Cause under this Agreement.

With or Without Cause. The Company Corporation may terminate Executive’s 's employment with or without "Cause." The Employment Period shall immediately end upon a termination by the Corporation with Cause. For purposes of this Agreement, “"Cause” shall mean: " means (i) Executive’s the willful and continued failure of Executive to perform substantially his duties with the Company Corporation (other than any such failure resulting from Executive’s Disability 's incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered notice a Notice of the Company’s intent to terminate Executive’s employment Termination without Cause by the Corporation or delivering a Notice of Termination for Good Reason to the Company a notice of Executive’s intent to terminate for Good ReasonCorporation) after a written demand for substantial performance is delivered to Executive by the Board, the Compensation Committee or the Chief Executive Officer of the Company Board which specifically identifies the manner in which the Board, the Compensation Committee or the Chief Executive Officer of the Company Board believes that Executive has not substantially performed Executive’s 's duties and Executive, after a period of no less than thirty days as set forth in the Company’s notice, Executive has failed to cure such failure; failure to the reasonable satisfaction of the Board, (ii) Executive’s the willful dishonesty or engaging by Executive in gross misconduct which results in the performance of his duties that could reasonably be expected to cause a material harm substantial damage to the Company Corporation or any of its subsidiaries; affiliates, or (iii) Executive’s involvement in a transaction in connection with the performance of his duties to the Company or any of its subsidiaries which has not been disclosed to the Board or Company and which is adverse to the interests of the Company or its subsidiaries and which is engaged in for personal profit (whether for the benefit of Executive or any other person or entity related to Executive or with respect to which Executive has a material interest); or (iv) Executive’s 's conviction (by a court of competent jurisdiction, not subject to further appeal) of, or a plea of nolo contendere pleading guilty to, any crime that constitutes a felony under federal, state or local law (other than a motor vehicle violation for which no custodial penalty is imposed)felony. For purpose of the definition of Cause set forth abovethis paragraph B, no act or failure to act by Executive shall be considered “"willful” " unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s 's action or omission was in the best interests of the Company and Corporation or its subsidiariesaffiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company Corporation shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the CompanyCorporation. Cause shall not exist unless and until the Corporation has delivered to Executive, along with the Notice of Termination for Cause, a copy of a resolution duly adopted by three- quarters (3/4) of the entire Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clauses (i) - (iii) above has occurred and specifying the particulars thereof in detail. The Board must notify Executive of any event constituting Cause within ninety (90) days following the Board's knowledge of its existence or such event shall not constitute Cause under this Agreement.

With or Without Cause. The Company Corporation may terminate Executive’s 's employment with or without Cause. For purposes of this Agreement, “Cause” shall mean: Cause means (i) Executive’s the willful and continued failure of Executive to perform substantially his duties and responsibilities with the Company Corporation (other than any such failure resulting from Executive’s 's Disability or any such failure subsequent to Executive being delivered notice a Notice of the Company’s intent to terminate Executive’s employment Termination without Cause by the Corporation or delivering a Notice of Termination for Good Reason to the Company a notice of Executive’s intent to terminate for Good ReasonCorporation) after a written demand for substantial performance is delivered to Executive by the Board, the Compensation Committee or the Chief Executive Officer of the Company Board which specifically identifies the manner in which the Board, the Compensation Committee or the Chief Executive Officer of the Company Board believes that Executive has not substantially performed Executive’s 's duties and Executive, after a period of no less than thirty days as set forth in the Company’s notice, responsibilities and Executive has failed to cure such failure; failure to the reasonable satisfaction of the Board within 30 days, (ii) Executive’s the willful dishonesty or engaging by Executive in gross misconduct in the performance of his duties that could reasonably be expected to cause a material harm which is demonstrably and materially injurious to the Company Corporation or any of its subsidiaries; affiliated company, (iii) Executive’s involvement in 's non-appealable conviction of, or pleading guilty or no contest to, a transaction in connection felony such that Executive's continued employment would negatively compromise the image of the Corporation and is determined by the Board to be Cause for termination, (iv) abuse of alcohol or other drugs which interferes with the performance by Executive of his duties duties, provided Executive has been given 30 days notice by Corporation of its intent to terminate Executive pursuant to this provision during which time Executive has not demonstrated the cessation of such abuse to the Company reasonable satisfaction of the Board; (v) fraud theft, misappropriation or embezzlement of the Corporation's funds, or (vi) Executive's attainment of his normal retirement date (Normal Retirement Date) under both The Pep Boys - Manny, Moe & Jxxx Pension Plan as amended to date, or any of its subsidiaries which has not been disclosed successor thereof (the Pension Plan), and The Pep Boys - Manny, Moe and Jxxx Executive Supplemental Pension Plan, as amended to the Board or Company and which is adverse to the interests of the Company or its subsidiaries and which is engaged in for personal profit (whether for the benefit of Executive date or any other person or entity related to Executive or with respect to which Executive has a material interest); or successor thereof (iv) Executive’s conviction (by a court of competent jurisdiction) of, or a plea of nolo contendere to, any crime that constitutes a felony under federal, state or local law (other than a motor vehicle violation for which no custodial penalty is imposedthe Supplemental Pension Plan). For purpose of the definition of Cause set forth abovethis paragraph (b), no act or failure to act by Executive shall be considered “willful” willful unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s 's action or omission was in the best interests of the Company and Corporation or its subsidiariesaffiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company Corporation shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the CompanyCorporation. Cause shall not exist unless and until the Corporation has delivered to Executive, along with the Notice of Termination for Cause, a copy of a resolution duly adopted by three-quarters (3/4) of the entire Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clauses (i) - (v) above has occurred and specifying the particulars thereof in detail. The Board must notify Executive of any event constituting Cause within ninety (90) days following the Board's knowledge of its existence or such event shall not constitute Cause under this Agreement.

With or Without Cause. The Company may terminate Executive’s employment with or without Cause. For purposes of this Agreement, “Cause” shall mean: (i) Executive’s willful and continued failure to perform substantially his duties with the Company (other than any such failure resulting from Executive’s Disability or any such failure subsequent to Executive being delivered notice of the Company’s intent to terminate Executive’s employment without Cause or delivering to the Company a notice of Executive’s intent to terminate for Good Reason) after a written demand for substantial performance is delivered to Executive by the Board, the Compensation Committee or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board, the Compensation Committee or the Chief Executive Officer of the Company believes Executive has not substantially performed Executive’s duties and Executive, after a period of no less than thirty days as set forth in the Company’s notice, has failed to cure such failure; (ii) Executive’s willful dishonesty or misconduct in the performance of his duties that could reasonably be expected to cause a material harm to the Company or any of its subsidiaries; (iii) Executive’s involvement in a transaction in connection with the performance of his duties to the Company or any of its subsidiaries which has not been disclosed to the Board or Company and which is adverse to the interests of the Company or its subsidiaries and which is engaged in for personal profit (whether for the benefit of Executive or any other person or entity related to Executive or with respect to which Executive has a material interest); or (iv) Executive’s conviction (by a court of competent jurisdiction) of, or a plea of nolo contendere to, any crime that constitutes a felony under federal, state or local law (other than a motor vehicle violation for which no custodial penalty is imposed). For purpose of the definition of Cause set forth above, no act or failure to act shall be considered “willful” unless done or omitted to be done by Executive in bad 1000 Xxxxxx Xxxxx Xxxxx x Xxx Xxxxx, XX 00000 n (000) 000-0000 n Fax (000) 000-0000 Magic Communications, Inc. faith and without reasonable belief that Executive’s action was in the best interests of the Company and its subsidiaries. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company.

With or Without Cause. The Company Corporation may terminate the Executive’s 's employment with or without "Cause. ." For purposes of this Agreement, “"Cause” shall mean: " means (i) Executive’s the willful and continued failure of Executive to perform substantially his duties with the Company Corporation (other than any such failure resulting from Executive’s Disability 's incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered notice a Notice of the Company’s intent to terminate Executive’s employment Termination without Cause by the Corporation or delivering a Notice of Termination for Good Reason to the Company a notice of Executive’s intent to terminate for Good ReasonCorporation) after a written demand for substantial performance is delivered to Executive by the Board, the Compensation Committee or the Chief Executive Officer of the Company Board which specifically identifies the manner in which the Board, the Compensation Committee or the Chief Executive Officer of the Company Board believes that Executive has not substantially performed Executive’s 's duties and Executive, after a period of no less than thirty days as set forth in the Company’s notice, Executive has failed to cure such failurefailure to the reasonable satisfaction of the Board; (ii) Executive’s the willful dishonesty engaging by Executive in gross negligence or willful misconduct in the performance of his duties that could reasonably be expected to cause a material harm which is demonstrably and materially injurious to the Company Corporation or any of its subsidiariesaffiliates; or (iii) Executive’s involvement in 's conviction of or pleading guilty or no contest to a transaction in connection with the performance of his duties to the Company or any of its subsidiaries which has not been disclosed to the Board or Company and which is adverse to the interests of the Company or its subsidiaries and which is engaged in for personal profit (whether for the benefit of Executive or any other person or entity related to Executive or with respect to which Executive has a material interest); or (iv) Executive’s conviction (by a court of competent jurisdiction) of, or a plea of nolo contendere to, any crime that constitutes a felony under federal, state or local law (other than a motor vehicle violation for which no custodial penalty is imposed)felony. For purpose of the definition of Cause set forth abovethis Section 6(c), no act or failure to act by Executive shall be considered “"willful” " unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s 's action or omission was in the best interests of the Company and Corporation or its subsidiariesaffiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or Board, based upon the advice of counsel for the Company Corporation or upon the instructions of the Corporation's chief executive officer or another senior officer of the Corporation shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the CompanyCorporation. Cause shall not exist unless and until the Corporation has delivered to Executive, along with the Notice of Termination for Cause, a copy of a resolution duly adopted by three-quarters (3/4) of all members of the Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clauses (i) - (iii) above has occurred and specifying the particulars thereof in detail. The Board must notify Executive of any event constituting Cause within ninety (90) days following the Board's knowledge of its existence or such event shall not constitute Cause under this Agreement.

With or Without Cause. The Company may terminate the Executive’s employment and the Employment Period with or without “Cause” (as defined below) by giving to the Executive a Notice of Termination. For purposes of this Agreement, “Cause” shall mean: means (i) Executive’s the willful and continued failure of the Executive to perform substantially his material duties with the Company (other than any such failure resulting from the Executive’s Disability incapacity due to physical or any such failure subsequent to Executive being delivered notice of the Company’s intent to terminate Executive’s employment without Cause or delivering to the Company a notice of Executive’s intent to terminate for Good Reasonmental illness) after a written demand for substantial performance is delivered to the Executive by the Board, the Compensation Committee or the Chief Executive Officer of the Company Board which specifically identifies the manner in which the Board, Board believes that the Compensation Committee or the Chief Executive Officer of the Company believes Executive has not substantially performed the Executive’s duties and the Executive, after a period of established by the Board and communicated in writing to the Executive (which period may be no less than thirty days as set forth in the Company’s notice20 days), has failed to cure such failure; failure to the reasonable satisfaction of the Board, (ii) Executive’s the willful dishonesty or engaging by the Executive in gross misconduct in the performance of his duties that could reasonably be expected to cause a material harm which is demonstrably and materially injurious to the Company or any of its subsidiaries; affiliates, (iii) the Executive’s involvement in conviction of, or pleading guilty to, a transaction in connection with the performance of his duties to the Company felony involving moral turpitude or any of its subsidiaries which has not been disclosed to the Board or Company and which is adverse to the interests of the Company or its subsidiaries and which is engaged in for personal profit (whether for the benefit of Executive or any other person or entity related to Executive or with respect to which Executive has a material interest); dishonesty or (iv) a determination by the Board that any of the Executive’s conviction representations made in Section 2(c) of this Agreement were untrue when made (by a court provided that the Company informs the Executive within ninety (90) days of competent jurisdiction) of, or a plea the majority of nolo contendere to, any crime that constitutes a felony under federal, state or local law (other than a motor vehicle violation for which no custodial penalty is imposedthe members of the Board having actual knowledge of such breach). For purpose A termination of the definition of Cause set forth above, no act or failure to act shall be considered “willful” unless done or omitted to be done Executive by Executive in bad faith and without reasonable belief that Executive’s action was in the best interests of the Company for Cause shall not be effective unless and its subsidiaries. Any actuntil the Company has delivered to the Executive, or failure to actalong with the Notice of Termination, based upon authority given pursuant to a copy of a resolution duly adopted by a majority of the Board or based upon (excluding the advice Executive, if he is a member of counsel the Board) stating that the Board has determined to terminate the Executive for Cause; provided, however, that no such resolution shall be permitted to be adopted without the Company shall be conclusively presumed having afforded the Executive the opportunity to be done, or omitted make a presentation to be done, by Executive in good faith the Board and in the best interests of the Companyto answer any questions its members may ask him.