Common use of With or Without Cause Clause in Contracts

With or Without Cause. The Company may terminate the Executive’s employment with or without “Cause.” For purposes of this Agreement, “Cause” means (i) the willful and continued failure of Executive to perform substantially his duties with the Company (other than any such failure resulting from Executive’s incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Company or delivering a Notice of Termination for Good Reason to the Company) after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties and the Executive has failed to cure such failure to the reasonable satisfaction of the Board; (ii) the willful engaging by Executive in gross negligence or willful misconduct which is demonstrably and materially injurious to the Company or its affiliates; or (iii) Executive’s conviction of or pleading guilty or no contest to a felony. For purpose of this 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 or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the 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 the 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” " means (i) 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 's incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Company Corporation or delivering a Notice of Termination for Good Reason to the CompanyCorporation) after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s 's duties and the Executive has failed to cure such failure to the reasonable satisfaction of the Board; , (ii) the willful engaging by Executive in gross negligence or willful misconduct which is demonstrably and materially injurious results in substantial damage to the Company Corporation or its affiliates; , or (iii) Executive’s 's conviction (by a court of competent jurisdiction, not subject to further appeal) of, or pleading guilty or no contest to to, a felony. For purpose of this Section 6(c)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 Corporation or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, Board or 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 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 Company 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 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 's knowledge of its existence or such event shall not constitute Cause under this Agreement.

With or Without Cause. The Company Corporation may terminate the Executive’s 's employment with or without “Cause.” . For purposes of this Agreement, “Cause” Cause means (i) 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 incapacity due to physical or mental illness 's Disability or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Company Corporation or delivering a Notice of Termination for Good Reason to the CompanyCorporation) after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s 's duties and the responsibilities and Executive has failed to cure such failure to the reasonable satisfaction of the Board; Board within 30 days, (ii) the willful engaging by Executive in gross negligence or willful misconduct which is demonstrably and materially injurious to the Company Corporation or its affiliates; or any affiliated company, (iii) Executive’s 's non-appealable conviction of of, or pleading guilty or no contest to, a felony such that Executive's continued employment would negatively compromise the image of the Corporation and is determined by the Board to a felonybe Cause for termination, (iv) abuse of alcohol or other drugs which interferes with the performance by Executive of his 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 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 successor thereof (the Pension Plan), and The Pep Boys - Manny, Moe and Jxxx Executive Supplemental Pension Plan, as amended to date or any successor thereof (the Supplemental Pension Plan). For purpose of this Section 6(cparagraph (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 Corporation or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, Board or 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 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 Company 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 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) - (iiiv) 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 '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” means (i) 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 incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Company or delivering a Notice of Termination for Good Reason to the Companyillness) 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 that the Executive has not substantially performed the Executive’s duties and the Executive, after a period established by the Board and communicated in writing to the Executive (which period may be no less than 20 days), has failed to cure such failure to the reasonable satisfaction of the Board; , (ii) the willful engaging by the Executive in gross negligence or willful misconduct which is demonstrably and materially injurious to the Company or its affiliates; or , (iii) the Executive’s conviction of of, or pleading guilty to, a felony involving moral turpitude or no contest to dishonesty or (iv) a felony. For purpose determination by the Board that any of the Executive’s representations made in Section 2(d) of this Section 6(c), no act or failure to act by Agreement were untrue when made (provided that the Company informs the 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 within ninety (90) days of the Company or its affiliatesmajority of the members of the Board having actual knowledge of such breach). Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted A termination of the Executive by the Board, based upon the advice of counsel Company 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 be effective unless and until the Company has delivered to the Executive, along with the Notice of Termination for CauseTermination, a copy of a resolution duly adopted by three-quarters (3/4) of all members a majority of the Board (excluding Executive the Executive, if Executive he is a Board member) at a meeting member of the Board) stating that the Board called and held has determined to terminate the Executive for Cause; provided, however, that no such purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, resolution shall be permitted to be heard before adopted without the Board), finding that in Company having afforded the good faith opinion of Executive the opportunity to make a presentation to 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 to answer any event constituting Cause within ninety (90) days following the Board’s knowledge of questions its existence or such event shall not constitute Cause under this Agreementmembers may ask him.

With or Without Cause. The Company Corporation may terminate the Executive’s 's employment with or without “"Cause.” " For purposes of this Agreement, “"Cause” " means (i) 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 's incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Company Corporation or delivering a Notice of Termination for Good Reason to the Company) after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties and the Executive has failed to cure such failure to the reasonable satisfaction of the BoardCorporation); (ii) any material act by Executive of illegality, dishonesty or fraud in connection with the Executive's employment; (iii) the willful engaging by Executive in gross negligence or willful misconduct which is demonstrably and materially injurious to the Company Corporation or its affiliates; or (iiiiv) Executive’s 's conviction of or pleading guilty or no contest to a felony; or (v) a violation of Section 7. For purpose of this Section 6(cparagraph (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 Corporation or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, based upon the advice of counsel for the Company Corporation or upon the instructions of the Company’s Corporation's chief executive officer or another senior officer of the Company Corporation senior to Executive 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 Company 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 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)purpose, finding that in the good faith opinion of the Board an event set forth in clauses (iclauses(i) - (iiiv) 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 's knowledge of its existence or such event shall not constitute Cause under this Agreement.

With or Without Cause. The Company Corporation may terminate this Agreement and the Executive’s 's employment with or without “"Cause.” " For purposes of this Agreement, “"Cause” " means (i) 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 's incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Company Corporation or delivering a Notice of Termination for Good Reason to the Company) after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties and the Executive has failed to cure such failure to the reasonable satisfaction of the BoardCorporation); (ii) any act by Executive of illegality, dishonesty or fraud in connection with the Executive's employment; (iii) the willful engaging by Executive in gross negligence or willful misconduct which is demonstrably and materially injurious to the Company Corporation or its affiliates; or (iiiiv) Executive’s 's conviction of or pleading guilty or no contest to a felony; or (v) a violation of Section 6 or 7 herein. For purpose of this Section 6(cparagraph (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 Corporation or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, Board or based upon the advice of counsel for the Company Corporation, or upon the instructions of the Company’s chief executive officer CEO or another senior officer of the Company Corporation senior to the Executive 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 Company 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 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)purpose, finding that in the good faith opinion of the Board an event set forth in clauses (i) - (iiiv) 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 's knowledge of its existence or such event shall not constitute Cause under this Agreement.. (c)

With or Without Cause. The Company Corporation may terminate this Agreement and the Executive’s 's employment with or without “"Cause.” " For purposes of this Agreement, “"Cause” " means (i) 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 's incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Company Corporation or delivering a Notice of Termination for Good Reason to the Company) after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties and the Executive has failed to cure such failure to the reasonable satisfaction of the BoardCorporation); (ii) any act by Executive of illegality, dishonesty or fraud in connection with the Executive's employment; (iii) the willful engaging by Executive in gross negligence or willful misconduct which is demonstrably and materially injurious to the Company Corporation or its affiliates; or (iiiiv) Executive’s 's conviction of or pleading guilty or no contest to a felony; or (v) a violation of Section 6 or 7 herein. For purpose of this Section 6(cparagraph (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 Corporation or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, Board or 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 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 Company 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 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)purpose, finding that in the good faith opinion of the Board an event set forth in clauses (i) - (iiiv) 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 '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 's employment with or without “"Cause.” " For purposes of this Agreement, “"Cause” " means (i) the willful and continued failure of Executive to perform substantially his duties with the Company (other than any such failure resulting from Executive’s 's incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Company or delivering a Notice of Termination for Good Reason to the Company) after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s 's duties and the Executive has failed to cure such failure to the reasonable satisfaction of the Board; (ii) the willful engaging by Executive in gross negligence or willful misconduct which is demonstrably and materially injurious to the Company or its affiliates; or (iii) Executive’s 's conviction of or pleading guilty or no contest to a felony. For purpose of this 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 or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, based upon the advice of counsel for the Company or upon the instructions of the Company’s '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 's knowledge of its existence or such event shall not constitute Cause under this Agreement.. (d)

With or Without Cause. The Company Corporation may terminate the 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” " means (i) 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 's incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Company Corporation or delivering a Notice of Termination for Good Reason to the CompanyCorporation) after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s 's duties and the Executive has failed to cure such failure to the reasonable satisfaction of the Board; , (ii) the willful engaging by Executive in gross negligence or willful misconduct which is demonstrably and materially injurious results in substantial damage to the Company Corporation or its affiliates; , or (iii) Executive’s 's conviction (by a court of competent jurisdiction, not subject to further appeal) of, or pleading guilty or no contest to to, a felony. For purpose of this Section 6(c)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 Corporation or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, Board or 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 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 Company Corporation has delivered to Executive, along with the Notice of Termination for Cause, a copy of a resolution duly adopted by three-three- quarters (3/4) of all members 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 's knowledge of its existence or such event shall not constitute Cause under this Agreement.

With or Without Cause. The Company Corporation may terminate the 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” " means (i) 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 's incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Company Corporation or delivering a Notice of Termination for Good Reason to the CompanyCorporation) after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s 's duties and the Executive has failed to cure such failure to the reasonable satisfaction of the Board; Board within ninety (90) days of his receipt of such demand, (ii) the willful engaging by Executive in gross negligence or willful misconduct which is demonstrably and materially injurious to the Company Corporation or its affiliates; , or (iii) Executive’s 's conviction of (which conviction is no longer appealable) of, or pleading guilty to, a felony involving moral turpitude or no contest to a felonythe property of the Corporation. For purpose of this Section 6(c)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 Corporation or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, Board or 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 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 Company 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 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 (iiiii) 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 's knowledge of its existence or such event shall not constitute Cause under this Agreement.

With or Without Cause. The Company Corporation may terminate the 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” " means (i) 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 's incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Company Corporation or delivering a Notice of Termination for Good Reason to the CompanyCorporation) after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s 's duties and the Executive has failed to cure such failure to the reasonable satisfaction of the Board; Board within ninety (90) days of his receipt of such demand, (ii) the willful engaging by Executive in gross negligence or willful misconduct which is demonstrably and materially injurious to the Company Corporation or its affiliates; , or (iii) Executive’s 's conviction of (which conviction is no longer appealable) of, or pleading guilty to, a felony involving moral turpitude or no contest to a felonythe property of the Corporation. For purpose of this Section 6(c)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 Corporation or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, Board or 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 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 Company 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 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 (iiiii) 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 's knowledge of its existence or such event shall not constitute Cause under this Agreement.