Common use of With or Without Cause Clause in Contracts

With or Without Cause. The Corporation may terminate 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 and responsibilities with the Corporation (other than any such failure resulting from Executive's Disability or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Corporation or delivering a Notice of Termination for Good Reason to the Corporation) 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 responsibilities and Executive has failed to cure such failure to the reasonable satisfaction of the Board within 30 days, (ii) the willful engaging by Executive in gross misconduct which is demonstrably and materially injurious to the Corporation or any affiliated company, (iii) Executive's non-appealable conviction 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 be 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 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 action or omission was in the best interests of the Corporation or its affiliates. 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 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 Corporation. 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 Corporation may terminate Executive'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 "Cause" means (i) the willful and continued failure of Executive to perform substantially his duties and responsibilities with the Corporation (other than any such failure resulting from Executive's Disability incapacity due to physical or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Corporation or delivering a Notice of Termination for Good Reason to the Corporationmental illness) 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 responsibilities and Executive has failed to cure such failure to the reasonable satisfaction of the Board within 30 daysduties, (ii) the willful engaging by Executive in gross misconduct and reckless negligence which is demonstrably materially and materially injurious to adversely affects the Corporation or any affiliated company, Corporation's business; (iii) Executive's non-appealable willful engaging in conduct that is materially injurious to the Corporation; (iv) Executive's conviction (by a court of competent jurisdiction, not subject to further appeal) 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 be Cause for terminationfelony, (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 a material breach of the Corporation's funds, or (vi) any of Executive's attainment obligations not to compete with the Corporation or to maintain the confidentiality 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), its confidential and The Pep Boys - Manny, Moe and Jxxx Executive Supplemental Pension Plan, as amended to date or any successor thereof (the Supplemental Pension Plan)proprietary information. For purpose of this paragraph (b)Section 4.2, 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 action or omission was in the best interests of the Corporation or its affiliatesCorporation. Any act, or failure to act, based upon authority given pursuant to a resolution duly duty adopted by the Board or based upon the advice of counsel for 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 Corporation. Cause shall not exist unless and until (a) in the event of any Cause defined and clauses (i), (ii), (iii) and (v) above, a written noticed has been provided to the Executive by the Board specifically identifying the Cause that is the basis for the Board's determination and Executive has failed to cure or remedy the action or omission so identified within a period of 30 days after Executive's receipt of such notice (unless the action or omission is of a nature that it cannot be cured or remedied), and (b) 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) - to (v) above has occurred and specifying the particulars thereof in detail. The If the Board must does not notify Executive of that any occurrence or event constituting Cause shall constitute "Cause" within ninety sixty (9060) days following the Board's first knowledge of its existence such occurrence or event, such occurrence or event shall not constitute Cause under this Agreement. Any events, facts or circumstances known to the Board that have occurred prior to the Effective Date, and any consequences thereof (whether before or after the Effective Date), shall not constitute "Cause" under this Agreement.

With or Without Cause. The Corporation Company may terminate Executive's ’s employment with or without Cause. For purposes of this Agreement, Cause means “Cause” shall mean: (i) the Executive’s willful and continued failure of Executive to perform substantially his duties and responsibilities with the Corporation Company (other than any such failure resulting from Executive's ’s Disability or any such failure subsequent to Executive being delivered a Notice notice of Termination the Company’s intent to terminate Executive’s employment without Cause by the Corporation or delivering to the Company a Notice notice of Termination Executive’s intent to terminate for Good Reason to the CorporationReason) after a written demand for substantial performance is delivered to Executive by the Board Board, the Compensation Committee or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board Board, the Compensation Committee or the Chief Executive Officer of the Company believes that Executive has not substantially performed Executive's ’s duties and responsibilities and Executive Executive, after a period of no less than thirty days as set forth in the Company’s notice, has failed to cure such failure to the reasonable satisfaction of the Board within 30 days, failure; (ii) Executive’s willful dishonesty or misconduct in the willful engaging by Executive in gross misconduct which is demonstrably and materially injurious performance of his duties that could reasonably be expected to cause a material harm to the Corporation Company or any affiliated company, of its subsidiaries; (iii) Executive's non-appealable ’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 pleading guilty or no contest a plea of nolo contendere to, any crime that constitutes a felony such that Executive's continued employment would negatively compromise the image of the Corporation and under federal, state or local law (other than a motor vehicle violation for which no custodial penalty 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, 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 Planimposed). For purpose of this paragraph (b)the definition of Cause set forth above, 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 Corporation or Company and its affiliatessubsidiaries. 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 Corporation 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 Corporation. 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 AgreementCompany.

With or Without Cause. The Corporation Company may terminate this Agreement and 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 comply with the Corporation lawful directives of the Chairman or the Board (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 a Notice of Termination without Cause by the Corporation Company or delivering a Notice of Termination for Good Reason to the CorporationCompany) within 30 days after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies Company specifying the manner in which the Board believes that Executive has not substantially performed Executive's duties and responsibilities and Executive has failed to cure such failure to the reasonable satisfaction of the Board within 30 days, failure; (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 misconduct which is demonstrably and materially injurious to the Corporation Company or any affiliated company, its affiliates; (iiiiv) Executive's non-appealable ’s conviction of, of or pleading guilty or no contest to, to a 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 felony; 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 a violation of Section 6 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)7 herein. For purpose of this 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 Corporation Company or its affiliates. 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 Corporation 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 CorporationCompany. Cause shall not exist unless and until the Corporation Company has delivered to Executive, along with the Notice of Termination for Cause, a copy of a resolution duly adopted by threetwo-quarters thirds (3/42¤3) 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) - (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 Corporation Company 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 Corporation Company (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 a Notice of Termination without Cause by the Corporation Company or delivering a Notice of Termination for Good Reason to the CorporationCompany) 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 responsibilities and the Executive has failed to cure such failure to the reasonable satisfaction of the Board within 30 days, Board; (ii) the willful engaging by Executive in gross negligence or willful misconduct which is demonstrably and materially injurious to the Corporation Company or any affiliated company, its affiliates; or (iii) Executive's non-appealable ’s conviction of, of or pleading guilty or no contest to, to a 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, 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)felony. For purpose of this paragraph (bSection 6(c), 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 Corporation Company or its affiliates. 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 Corporation 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 CorporationCompany. Cause shall not exist unless and until the Corporation 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 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) - (viii) 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.