Common use of Basis for Termination Clause in Contracts

Basis for Termination. Notwithstanding any other provision in this Agreement to the contrary, the Employment Period and Employee’s employment hereunder shall terminate effective on the date indicated upon the happening of any of the following events: a. The employee shall continue be an executive and employee until such time as the he has wilfully resigned or until this employment agreement expires or until such time as the Company has terminated this agreement; b. Upon a determination by the majority of any future board members appointed over the course of time, acting in good faith, that Employee has a physical or mental incapacity or disability which renders Employee unable to perform Employee’s essential job duties under this Agreement with or without reasonable accommodation for a period in excess of ninety (90) days during any twelve-month period hereunder, effective upon the date said determination is communicated in writing to Employee or such later date as specified therein; provided, however, that during any period of Disability during which the Employee is receiving compensation under the Company’s short term disability policy, the Company will pay to Employee, minus any applicable taxes and withholdings, an amount equal to the difference between such short term disability payments and Employee’s then current base salary. Company shall not have the right to terminate Employee by reason of disability if such termination would terminate Employee’s receipt of or right to receive short-term or long-term disability benefits under any policy or program maintained by the Company; provided, further, nothing herein shall give the Company the right to terminate Employee prior to discharging its obligations to Employee, if any, under the Family and Medical Leave Act, the Americans with Disabilities Act, or any other applicable law; or c. Upon a determination by the Board, acting in good faith but made in the Board’s sole discretion, that there is ground for termination for “Cause.” “Cause” will exist where Employee: (i) willfully or repeatedly failed to substantially perform Employee’s reasonable and lawful duties and responsibilities for the Company and/or committed a material violation of any material Company policy or procedure (including without limitation any policy or procedure described in the Handbook); (ii) willfully, intentionally or negligently engaged in any act or omission that injures, or, in the opinion of the Board, is more likely than not to materially injure the business or reputation of the Company, including but not limited to injury to any director, employee, client or shareholder of the Company; (iii) demonstrated repeated, willful or gross negligence and/or willful misconduct in Employee’s execution of duties for the Company (including but not limited to insubordination); (iv) engaged in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability, and/or genetic information); (v) misappropriated or embezzled any tangible or intangible property of the Company; (vi) breached any of the material terms of this Agreement and/or any other written agreement between Employee and the Company; and/or (vii) has been indicted on charges or convicted or pleaded guilty or no contest to a felony; in each case effective upon the date said determination is communicated in writing to Employee or such later date as specified therein.

Basis for Termination. Notwithstanding This Agreement and the Merger contemplated hereby may be terminated at any other provision in this Agreement time prior to the contrary, the Employment Period and Employee’s employment hereunder shall terminate effective on the date indicated upon the happening of any Closing Date: (a) by mutual consent in writing of the following events: a. The employee shall continue be an executive and employee until such time as the he has wilfully resigned or until this employment agreement expires or until such time as the Company has terminated this agreementparties hereto; b. Upon a determination (b) by either party if the majority of any future board members appointed over the course of timetransactions contemplated hereby have not closed by March 31, acting in good faith, that Employee has a physical or mental incapacity or disability which renders Employee unable to perform Employee’s essential job duties under this Agreement with or without reasonable accommodation for a period in excess of ninety (90) days during any twelve-month period hereunder, effective upon the date said determination is communicated in writing to Employee or such later date as specified therein2000; provided, however, that during any period of Disability during which the Employee is receiving compensation under the Company’s short term disability policy, the Company will pay to Employee, minus any applicable taxes and withholdings, an amount equal to the difference between such short term disability payments and Employee’s then current base salary. Company shall not have the right to terminate Employee this Agreement pursuant to this Section 11.1(b) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in the failure of the Merger to be consummated on or before such date; (c) by reason Gold Banc upon written notice to the Company if any regulatory approval of disability the transactions contemplated under the terms of this Agreement shall be denied or if any such termination regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold Banc would terminate Employee’s receipt materially adversely affect the operations of or right would be unduly burdensome to receive short-term Gold Banc; (d) by Gold Banc or long-term disability benefits under any policy or program maintained by the Company; provided, furtheras the case may be, nothing herein shall give the Company the right to terminate Employee prior to discharging its obligations to Employee, if any, under the Family and Medical Leave Act, the Americans with Disabilities Act, or any other applicable law; or c. Upon a determination by the Board, acting in good faith but made in the Board’s sole discretion, that there is ground for termination for “Cause.” “Cause” will exist where Employee: (i) willfully if any of the conditions precedent to the performance of the obligations of the party giving notice of termination shall not have been fulfilled and cannot be fulfilled in all material respects on or repeatedly failed prior to substantially perform Employee’s reasonable the Closing Date and lawful duties and responsibilities for the Company and/or committed shall not have been waived in writing by such party; or (ii) if a material violation breach or default shall be made by the other party in observance or in the due and timely performance of any material Company policy covenant or procedure (including without limitation any policy agreement herein contained that cannot be cured on or procedure described in prior to the Handbook); (ii) willfully, intentionally or negligently engaged in any act or omission that injures, Closing Date or, if capable of being cured, has not been cured within thirty (30) days after the party for whose benefit this Agreement or covenant was made, has given written notice to the other party of such breach or default, and shall not have been waived in writing by such party; or (iii) if there exists any material inaccuracy, misrepresentation or breach of a representation or warranty made herein by the opinion other party which has not been waived in writing by the party for whose benefit such warranty or representation was made or given; (e) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.8 hereof, which the Board of the Board, is more likely than not to materially injure the business or reputation Directors of the Company, including but not limited in good faith, believes is superior to injury the Merger contemplated hereby; (f) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.8(b) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any directorPerson other than Gold Banc or its affiliates or the Company's Board of Directors or any committee thereof has endorsed, employeeapproved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, client or shareholder if the stockholders of the Company; (iii) demonstrated repeated, willful Company or gross negligence and/or willful misconduct in Employee’s execution the stockholders of duties for the Company (including but not limited Gold Banc fail to insubordination); (iv) engaged in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability, and/or genetic information); (v) misappropriated or embezzled any tangible or intangible property of the Company; (vi) breached any of the material terms vote their approval of this Agreement and/or any other written agreement between Employee and the Merger contemplated hereby as required under the FBCA and the KGCC at the shareholder meetings held pursuant to Section 10.1 of this Agreement; or (h) by the Company, if the Average Gold Banc Stock Price is less than $10.00 and the Board of Directors of the Company determines, by a vote of a majority of the entire Board, at any time during the period commencing on the sixth day following the Determination Date and ending on the tenth day after the Determination Date to terminate this Agreement; and/or (vii) provided, however, before exercising its rights to effect termination under this Section 11.1(h), the Company shall first have satisfied the good faith procedures specified in Section 2.7 of this Agreement, it being agreed that it shall not be a failure to negotiate in good faith if the Board of Directors of the Company declines to agree to a revised Exchange Ratio because it has determined in its reasonable business judgment that there has been indicted on charges a Material Adverse Change in Gold Banc and its subsidiaries, taken as a whole. As used in this Section 11.1, actions contemplated as being taken by Gold Banc or convicted the Company must be taken by their respective Boards of Directors or pleaded guilty or no contest to a felony; in each case effective upon the date said determination is communicated in writing to Employee or executive committee of such later date as specified thereinBoards.

Basis for Termination. Notwithstanding any other provision in this Agreement to the contrary, the Employment Period and Employee’s employment hereunder shall terminate effective on the date indicated upon the happening of any of the following events: a. The employee shall continue be an executive and employee until such time as Upon the he has wilfully resigned or until this employment agreement expires or until such time as death of Employee, effective immediately on the Company has terminated this agreementdate of death without any notice; b. Upon a determination by the majority of any future board members appointed over Chief Executive Officer or, if this office is vacant, the course of timeBoard (other than Employee, if Employee is then serving on the Board), acting in good faithfaith and not in an arbitrary or capricious manner, but made in his or its sole discretion, that Employee has a physical become physically or mental incapacity or mentally incapacitated, as determined under the Company’s short-term disability which renders Employee policy, and is unable to perform Employee’s essential job her duties under this Agreement with or without reasonable accommodation as a result of such disability, which inability continues for a period in excess of ninety (90) days during any twelve-month period hereunder, effective upon the date said determination is communicated in writing to Employee or such later date as specified therein; provided, however, that during any period of Disability during which the Employee is receiving compensation under the Company’s short term disability policy, the Company will pay to Employee, minus any applicable taxes and withholdings, an amount equal to the difference between such short term disability payments and Employee’s then current base salary. Company shall not have the right to terminate Employee by reason of disability if such termination would terminate Employee’s receipt of or right to receive short-term or long-term disability benefits under any policy or program maintained by the Company; providedChief Executive Officer or the Board, further, nothing herein shall give the Company the right to terminate Employee prior to discharging its obligations to Employee, if any, under the Family and Medical Leave Act, the Americans with Disabilities Act, or any other applicable lawas applicable; or c. Upon a determination by the Chief Executive Officer or, if this office is vacant, the Board (other than Employee, if Employee is then serving on the Board), acting in good faith but made in the Board’s his or its sole discretion, that there is ground for termination for “Cause.” “Cause” will exist where Employee: (i) willfully or repeatedly deliberately failed to substantially perform Employee’s reasonable and lawful duties and responsibilities for the Company and/or committed a material violation of any material Company policy or procedure (including without limitation any policy or procedure described in the Handbook); (ii) willfully, willfully or intentionally or negligently engaged in any act or omission that materially injures, or, in the opinion of the Board, is more likely than not has the capacity to materially injure injure, the business or reputation of the Company, including but not limited to injury to any director, employee, client or shareholder of the Company; (iii) demonstrated repeated, willful or gross negligence and/or willful misconduct in Employee’s execution of duties for the Company (including but not limited to insubordination); (iv) engaged in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability, and/or genetic information); (v) misappropriated or embezzled any material tangible or intangible property of the Company; (vi) materially breached any of the material terms of this Agreement and/or any other written agreement between Employee and the Company; and/or (vii) has been indicted on charges or convicted of or pleaded guilty or no contest to a felony; in each case effective upon the date said determination is communicated in writing to . d. Upon 30 days notice, either Employee or such later date as specified thereinCompany may terminate employment. A termination pursuant to this Section shall be considered termination without cause.

Basis for Termination. Notwithstanding any other provision in Anything contained herein to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the contrary, the Employment Period and Employee’s employment hereunder shall terminate effective on the date indicated upon the happening of any of the following eventsClosing Date: a. The employee shall continue be an executive (a) by mutual written consent of Seller and employee until such time as the he has wilfully resigned or until this employment agreement expires or until such time as the Company has terminated this agreementBuyer; b. Upon a determination (b) either by Seller or Buyer if the majority of any future board members appointed over Closing does not occur on or prior to October 4, 2010 (the course of time, acting in good faith, that Employee has a physical or mental incapacity or disability which renders Employee unable to perform Employee’s essential job duties under this Agreement with or without reasonable accommodation for a period in excess of ninety (90) days during any twelve-month period hereunder, effective upon the date said determination is communicated in writing to Employee or such later date as specified therein“End Date”); provided, however, that during any period of Disability during which the Employee is receiving compensation under the Company’s short term disability policyEnd Date may be extended by either party, the Company will pay to Employee, minus any applicable taxes and withholdings, an amount equal by written notice to the difference between other party, to January 4, 2011 (the “Extended End Date”), in the event that all conditions to Closing in Section 2.2 and Section 2.3 (other than the conditions set forth in Section 2.2(g) and Section 2.3(e) (the “Regulatory Conditions”)) have been or are reasonably capable of being satisfied at the time of such short term disability payments extension and Employeethe Regulatory Conditions are reasonably capable of being satisfied on or prior to the Extended End Date; (c) by Buyer if there is a breach of any representation or warranty set forth in Article 3 hereof (disregarding all qualifications and exceptions contained therein relating to Seller’s then current base salary. Company shall Knowledge, materiality, Material Adverse Effect or words of similar import) which, individually or in the aggregate, would reasonably be likely to have a Material Adverse Effect or any failure to perform in any material respect any covenant or agreement to be complied with or performed by Seller pursuant to the terms of this Agreement or the failure of a condition set forth in Section 2.2 to be satisfied (and such condition is not waived in writing by Buyer) on or prior to the Extended End Date, or the occurrence of any event which results or would result in the failure of a condition set forth in Section 2.2 to be satisfied on or prior to the Extended End Date, if such breach or failure to perform cannot be cured or has not been cured within forty-five (45) calendar days following the receipt by Seller of written notice from Buyer of such breach or failure to perform; or (d) by Seller if there is a breach of any representation or warranty set forth in Article 4 hereof (disregarding all qualifications and exceptions contained therein relating to Buyer’s knowledge, materiality, material adverse effect or words of similar import) that would have a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement or any failure to perform in any material respect any covenant or agreement to be complied with or performed by Buyer pursuant to the terms of this Agreement or the failure of a condition set forth in Section 2.3 to be satisfied (and such condition is not waived in writing by Seller) on or prior to the Extended End Date, or the occurrence of any event which results or would result in the failure of a condition set forth in Section 2.3 to be satisfied on or prior to the Extended End Date, if such breach or failure to perform cannot be cured or has not been cured within forty-five (45) calendar days following the receipt by Buyer of written notice from Seller of such breach or failure to perform; provided, however, that the right to terminate Employee by reason of disability if such termination this Agreement pursuant to clause (b), (c) or (d) shall not be available to a party whose failure to fulfill materially any covenant or obligation under this Agreement has been the cause of, or resulted in (or would terminate Employee’s receipt of or right to receive short-term or long-term disability benefits under any policy or program maintained by the Company; provided, further, nothing herein shall give the Company the right to terminate Employee prior to discharging its obligations to Employee, if any, under the Family and Medical Leave Actresult in), the Americans with Disabilities Act, or any other applicable law; or c. Upon a determination by the Board, acting in good faith but made in the Board’s sole discretion, that there is ground for termination for “Cause.” “Cause” will exist where Employee: (i) willfully or repeatedly failed to substantially perform Employee’s reasonable and lawful duties and responsibilities for the Company and/or committed a material violation of any material Company policy or procedure (including without limitation any policy or procedure described in the Handbook); (ii) willfully, intentionally or negligently engaged in any act or omission that injures, or, in the opinion failure of the Board, is more likely than not Closing to materially injure occur on or before the business or reputation of the Company, including but not limited to injury to any director, employee, client or shareholder of the Company; (iii) demonstrated repeated, willful or gross negligence and/or willful misconduct in Employee’s execution of duties for the Company (including but not limited to insubordination); (iv) engaged in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability, and/or genetic information); (v) misappropriated or embezzled any tangible or intangible property of the Company; (vi) breached any of the material terms of this Agreement and/or any other written agreement between Employee and the Company; and/or (vii) has been indicted on charges or convicted or pleaded guilty or no contest to a felony; in each case effective upon the date said determination is communicated in writing to Employee or such later date as specified thereinExtended End Date.

Basis for Termination. Notwithstanding any other provision in this Agreement to the contrary, the Employment Period and Employee’s 7.1.1 Kanfer's employment hereunder may be terminated at any time by mutual agreement of the parties. 7.1.2 This Agreement shall automatically terminate effective on the last day of the month in which Kanfer dies or becomes permanently incapacitated. For purposes of this paragraph, "permanent incapacity" shall mean mental or physical incapacity, or both, reasonably determined by the Company's Board of Directors based upon a certification of such incapacity by, in the discretion of the Company's Board of Director's, either Kanfer's regularly attending physician or a duly licensed physician selected by the Company's Board of Directors, rendering Kanfer unable to perform substantially all of his duties hereunder and which appears reasonably certain to continue for at least six consecutive months without substantial improvement. Kanfer shall be deemed to have "become permanently incapacitated" on the date indicated the Company's Board of Directors has determined that Kanfer is permanently incapacitated and so notifies Kanfer based upon certification of the happening same by a licensed physician. 7.1.3 Kanfer's employment may be terminated by the Company "with cause," effective upon delivery of written notice to Kanfer given at any time (without any necessity for prior notice) if any of the following eventsshall occur: a. The employee shall continue be an executive (a) In the event Kanfer's division fails to meet the minimum budgetary targets during any calendar quarter computed on a four quarter cumulative basis and/or cumulative yearly total beginning in 1997 as set forth in Schedule "B" attached hereto and employee until incorporated herein by reference; or (b) A material breach of this Agreement by Kanfer, which breach has not been cured within thirty (30) days after a written demand for such time as the he has wilfully resigned or until this employment agreement expires or until such time as performance is delivered to Kanfer by the Company that specifically identifies the manner in which the Company believes that Kanfer has terminated breached this agreement;Agreement; or b. Upon a determination by (c) Any material acts or events which inhibit Kanfer from fully performing his responsibilities to the majority of any future board members appointed over the course of time, acting Company in good faith, that Employee has a physical or mental incapacity or disability which renders Employee unable to perform Employee’s essential job duties under this Agreement with or without reasonable accommodation for a period in excess of ninety (90) days during any twelve-month period hereunder, effective upon the date said determination is communicated in writing to Employee or such later date as specified therein; provided, however, that during any period of Disability during which the Employee is receiving compensation under the Company’s short term disability policy, the Company will pay to Employee, minus any applicable taxes and withholdings, an amount equal to the difference between such short term disability payments and Employee’s then current base salary. Company shall not have the right to terminate Employee by reason of disability if such termination would terminate Employee’s receipt of or right to receive short-term or long-term disability benefits under any policy or program maintained by the Company; provided, further, nothing herein shall give the Company the right to terminate Employee prior to discharging its obligations to Employee, if any, under the Family and Medical Leave Act, the Americans with Disabilities Act, or any other applicable law; or c. Upon a determination by the Board, acting in good faith but made in the Board’s sole discretion, that there is ground for termination for “Cause.” “Cause” will exist where Employee: (i) willfully or repeatedly failed to substantially perform Employee’s reasonable and lawful duties and responsibilities for the Company and/or committed a material violation of any material Company policy or procedure (including without limitation any policy or procedure described in the Handbook)felony criminal conviction; (ii) willfully, intentionally any other criminal conviction involving Kanfer's lack of honesty or negligently engaged in any act or omission that injures, or, in the opinion of the Board, is more likely than not to materially injure the business or reputation of the Company, including but not limited to injury to any director, employee, client or shareholder of the CompanyKanfer's moral turpitude; (iii) demonstrated repeated, willful drug or gross negligence and/or willful misconduct in Employee’s execution of duties for the Company (including but not limited to insubordination)alcohol abuse; or (iv) engaged in a form acts of discrimination dishonesty, gross carelessness or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability, and/or genetic information); (v) misappropriated or embezzled any tangible or intangible property of the Company; (vi) breached any of the material terms of this Agreement and/or any other written agreement between Employee and the Company; and/or (vii) has been indicted on charges or convicted or pleaded guilty or no contest to a felony; in each case effective upon the date said determination is communicated in writing to Employee or such later date as specified thereingross misconduct.

Basis for Termination. Notwithstanding any other provision in this This Agreement to the contrary, the Employment Period and Employee’s employment hereunder shall terminate effective on the date indicated terminates upon the happening occurrence of any one or more of the following events: a. The employee shall continue be an executive and employee until such time as (a) Upon written agreement of the he has wilfully resigned or until this employment agreement expires or until such time as the Company has terminated this agreementParties; b. (b) Upon a determination the Expiration Date with no further action by the majority Parties; (c) Except as provided in paragraph (d), below, if a Party defaults or breaches any of any future board members appointed over the course terms or conditions of time, acting in good faith, that Employee has a physical or mental incapacity or disability which renders Employee unable to perform Employee’s essential job duties under this Agreement with or without reasonable accommodation for a period in excess Related Agreement and such default or breach is not cured within thirty (30) days after delivery of written notice thereof by the other Party (or if such default or breach is not reasonably curable within such 30-day period, is cured within ninety (90) days during after such default or breach provided that the defaulting Party is diligently pursuing a cure of such default or breach); (d) If City provides a written notice of termination to Company upon Company’s failure to cause Commencement of Construction or Completion of Construction to occur within the time provided in Section 4.4, above; (e) If any twelve-month period hereunder, effective upon Impositions owed by Company to City or the date said determination is communicated in writing State of Texas are delinquent and such delinquency has not been cured within thirty (30) days after delivery by City to Employee or such later date as specified thereinCompany of written notice demanding payment of the delinquency; provided, however, that during any period of Disability during which the Employee is receiving compensation under the Company’s short term disability policy, the Company will pay to Employee, minus any applicable taxes and withholdings, an amount equal to the difference between such short term disability payments and Employee’s then current base salary. Company shall not have retains the right to timely and properly protest and contest any such taxes or Impositions and the time for curing such delinquency shall be extending to the tenth (10th) day following the final, non-appealable ruling on such protest or contest; (f) If Company suffers an event of Bankruptcy or Insolvency and fails to reaffirm this Agreement in accordance with applicable bankruptcy laws and continue to perform Company’s obligations as set forth this Agreement, City may terminate Employee by reason this Agreement subject to applicable bankruptcy laws; or (g) If any subsequent Federal or State legislation or any decision of disability if such termination would terminate Employee’s receipt a court of competent jurisdiction declares or right to receive short-term renders this Agreement invalid, illegal or long-term disability benefits under any policy or program maintained by the Companyunenforceable; provided, further, nothing herein shall give the Company the right to terminate Employee prior to discharging its obligations to Employeehowever, if anyany final, under the Family and Medical Leave Act, the Americans with Disabilities Act, or any other applicable law; or c. Upon non-appealable decision by a determination by the Board, acting in good faith but made in the Board’s sole discretion, that there is ground for termination for “Cause.” “Cause” will exist where Employee: (i) willfully or repeatedly failed to substantially perform Employee’s reasonable and lawful duties and responsibilities for the Company and/or committed a material violation court of any material Company policy or procedure (including without limitation any policy or procedure described in the Handbook); (ii) willfully, intentionally or negligently engaged in any act or omission that injures, or, in the opinion of the Board, is more likely than not to materially injure the business or reputation of the Company, including but not limited to injury to any director, employee, client or shareholder of the Company; (iii) demonstrated repeated, willful or gross negligence and/or willful misconduct in Employee’s execution of duties for the Company (including but not limited to insubordination); (iv) engaged in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability, and/or genetic information); (v) misappropriated or embezzled any tangible or intangible property of the Company; (vi) breached any of the material terms of competent jurisdiction declares this Agreement and/or any other written agreement between Employee and the Company; and/or invalid, illegal or unenforceable, then City shall use its best efforts in working with Company to restructure this Agreement (viior City’s obligations described herein) has been indicted on charges or convicted or pleaded guilty or no contest to a felony; in each case effective upon the date said determination is communicated in writing to Employee or such later date as specified thereinbe enforceable.

Basis for Termination. Notwithstanding any other provision in of this Agreement, the employment relationship created under this Agreement between Company and Executive shall terminate prior to the contrary, Term of the Employment Period and Employee’s employment hereunder shall terminate effective on the date indicated Agreement upon the happening occurrence of any one of the following events: a. The employee shall continue be an executive and employee until such time as the he has wilfully resigned or until this employment agreement expires or until such time as the Company has terminated this agreement; b. Upon a determination by the majority of any future board members appointed over the course of time, acting in good faith, that Employee has a physical or mental incapacity or disability which renders Employee unable to perform Employee’s essential job duties under this Agreement with or without reasonable accommodation for a period in excess of ninety events (90) days during any twelve-month period hereunder, effective upon the date said determination is communicated in writing to Employee or such later date as specified therein; provided, however, that during any period the giving of Disability during which notice provided for below shall not create a presumption that the Employee is receiving compensation under event has in fact occurred): (a) The death of Executive; (b) Upon determination that Executive has become permanently disabled and can no longer perform the Company’s short term disability policy, services contemplated hereunder; (c) Immediately upon delivery to Executive by the Company will pay of written notice of termination for Cause (as defined in Section 5); (d) Immediately upon delivery to Employee, minus any applicable taxes and withholdings, an amount equal Company by Executive of written notice of termination for Good Reason (as defined in Section 5); (e) Sixty (60) days after delivery to the difference between such short term disability payments Company by Executive of written notice of Executive’s voluntary and Employee’s then current base salary. Company shall not have the right unilateral termination of this Agreement; (f) Immediately upon delivery to terminate Employee by reason of disability if such termination would terminate Employee’s receipt of or right to receive short-term or long-term disability benefits under any policy or program maintained Executive by the Company; provided, further, nothing herein shall give the Company the right of written notice of termination without Cause; (g) Immediately upon delivery to terminate Employee prior to discharging its obligations to Employee, if any, under the Family and Medical Leave Act, the Americans with Disabilities Act, or any other applicable law; or c. Upon a determination Company by the Board, acting in good faith but made in the Board’s sole discretion, that there is ground for Executive of written notice of termination for “Cause.” “Cause” will exist where Employee: breach of this Agreement by Company, which notice shall specify such alleged breach and may be given (i) willfully or repeatedly twenty (20) days after Company has failed to substantially perform Employee’s reasonable and lawful duties and responsibilities for make any payment to Executive hereunder when due, provided the Company and/or committed a material violation of any material Company policy or procedure payment has not been made within such twenty (including without limitation any policy or procedure described in the Handbook); 20) day period, (ii) willfullyafter Company has failed to perform or has otherwise breached any non-monetary provision of this Agreement, intentionally which failure or negligently engaged in any act or omission that injures, breach is not capable of being cured within 30 days or, in the opinion of the Board, is more likely than not to materially injure the business or reputation of the Company, including but not limited to injury to any director, employee, client or shareholder of the Company; (iii) demonstrated repeatedafter Company has failed to perform or otherwise breached any non-monetary provision of this Agreement, willful which failure or gross negligence and/or willful misconduct breach is capable of being cured within thirty (30) days and which failure or breach has not been cured within thirty (30) days after notice of such failure or breach is given by Executive to Company. Notwithstanding any termination of employment, Executive, in Employee’s execution consideration of duties his employment hereunder to the date of such termination and the payment by Company of the compensation payable hereunder, agrees to be bound by any restrictive covenants for the Company (including but not limited to insubordination); (iv) engaged in a form of discrimination or harassment prohibited by law (includingperiods, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability, and/or genetic information); (v) misappropriated or embezzled any tangible or intangible property of the Company; (vi) breached any of the material terms of this Agreement and/or any other written agreement between Employee geographic area and the Company; and/or (vii) has been indicted on charges or convicted or pleaded guilty or no contest to a felony; in each case effective upon the date said determination is communicated in writing to Employee or such later date as scope specified therein.

Basis for Termination. Notwithstanding This Agreement and the Merger contemplated hereby may be terminated at any other provision in this Agreement time prior to the contrary, the Employment Period and Employee’s employment hereunder shall terminate effective on the date indicated upon the happening of any Closing Date: (a) by mutual consent in writing of the following events: a. The employee shall continue be an executive and employee until such time as the he has wilfully resigned or until this employment agreement expires or until such time as the Company has terminated this agreementparties hereto; b. Upon a determination (b) by either party if the majority of any future board members appointed over the course of timetransactions contemplated hereby have not closed by April 30, acting in good faith, that Employee has a physical or mental incapacity or disability which renders Employee unable to perform Employee’s essential job duties under this Agreement with or without reasonable accommodation for a period in excess of ninety (90) days during any twelve-month period hereunder, effective upon the date said determination is communicated in writing to Employee or such later date as specified therein2000; provided, however, that during any period of Disability during which the Employee is receiving compensation under the Company’s short term disability policy, the Company will pay to Employee, minus any applicable taxes and withholdings, an amount equal to the difference between such short term disability payments and Employee’s then current base salary. Company shall not have the right to terminate Employee this Agreement pursuant to this Section 11.1(b) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in the failure of the Merger to be consummated on or before such date; (c) by reason Gold Banc or the Company upon written notice to the other if any regulatory approval of disability the transactions contemplated under the terms of this Agreement shall be denied, or by Gold Banc if any such termination regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold Banc would terminate Employee’s receipt materially adversely affect the operations of or right would be unduly burdensome to receive short-term Gold Banc; (d) by Gold Banc or long-term disability benefits under any policy or program maintained by the Company; provided, furtheras the case may be, nothing herein shall give the Company the right to terminate Employee prior to discharging its obligations to Employee, if any, under the Family and Medical Leave Act, the Americans with Disabilities Act, or any other applicable law; or c. Upon a determination by the Board, acting in good faith but made in the Board’s sole discretion, that there is ground for termination for “Cause.” “Cause” will exist where Employee: (i) willfully if any of the conditions precedent to the performance of the obligations of the party giving notice of termination shall not have been fulfilled and cannot be fulfilled in all material respects on or repeatedly failed prior to substantially perform Employee’s reasonable the Closing Date and lawful duties and responsibilities for the Company and/or committed shall not have been waived in writing by such party; or (ii) if a material violation breach or material default shall be made by the other party in observance or in the due and timely performance of any material Company policy covenant or procedure (including without limitation any policy agreement herein contained that cannot be cured on or procedure described in prior to the Handbook); (ii) willfully, intentionally or negligently engaged in any act or omission that injures, Closing Date or, if capable of being cured, has not been cured within thirty (30) days after the party for whose benefit this Agreement or covenant was made, has given written notice to the other party of such breach or default, and shall not have been waived in writing by such party; or (iii) if there exists any material inaccuracy, material misrepresentation or material breach of a representation or warranty made herein by the opinion other party which has not been waived in writing by the party for whose benefit such warranty or representation was made or given; (e) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.7 hereof, which the Board of the Board, is more likely than not to materially injure the business or reputation Directors of the Company, including but not limited in good faith, believes is superior to injury the Merger contemplated hereby; (f) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.7(b) hereof that the Company has entered into an agreement to engage in a transaction relating to an Acquisition Proposal with any directorPerson other than Gold Banc or its affiliates or the Company's Board of Directors or any committee thereof has endorsed, employeeapproved or recommended an Acquisition Proposal made by any Person other than Gold Banc or its affiliates; (g) by either party, client or shareholder if the stockholders of the Company; (iii) demonstrated repeated, willful or gross negligence and/or willful misconduct in Employee’s execution of duties for the Company (including but not limited fail to insubordination); (iv) engaged in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability, and/or genetic information); (v) misappropriated or embezzled any tangible or intangible property of the Company; (vi) breached any of the material terms vote their approval of this Agreement and/or any other written agreement between Employee and the CompanyMerger contemplated hereby as required under the MBCL at the shareholder meetings held pursuant to Section 10.1 of this Agreement; and/or (vii) has been indicted on charges or convicted As used in this Section 11.1, actions contemplated as being taken by Gold Banc or pleaded guilty the Company must be taken by their respective Boards of Directors or no contest to a felony; in each case effective upon the date said determination is communicated in writing to Employee or executive committee of such later date as specified thereinBoards.

Basis for Termination. Notwithstanding Anything contained herein to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby abandoned at any other provision in time prior to the Closing Date: (a) by mutual written consent of Seller and Buyer; (b) either by Seller or Buyer if the Closing does not occur on or prior to November 30, 2017 (the “End Date”); provided, that the right to terminate this Agreement under this Section 10.1(b) shall not be available if the failure of the party so requesting termination to fulfill any obligation under this Agreement shall have been the primary cause of the failure of this Agreement to be consummated prior to the contrary, the Employment Period and Employee’s employment hereunder shall terminate effective on the date indicated upon the happening End Date.; (c) by Buyer if there is a breach of any representation or warranty set forth in Article 3 hereof (disregarding all qualifications and exceptions contained therein relating to Seller’s Knowledge, materiality, Material Adverse Effect or words of similar import) which, individually or in the following events: a. The employee shall continue aggregate, would reasonably be an executive likely to have a Material Adverse Effect or any failure to perform in any material respect any covenant or agreement to be complied with or performed by Seller pursuant to the terms of this Agreement or the failure of a condition set forth in Section 2.2 to be satisfied (and employee until such time as condition is not waived in writing by Buyer) on or prior to the he has wilfully resigned End Date, or until this employment agreement expires or until such time as the Company has terminated this agreement; b. Upon a determination by the majority occurrence of any future board members appointed over event which results or would result in the course failure of timea condition set forth in Section 2.2 to be satisfied on or prior to the End Date, acting in good faithprovided that, that Employee has a physical if curable prior to the End Date, Seller shall have 30 calendar days to cure any such breach or mental incapacity or disability which renders Employee unable failure to perform Employeefollowing the receipt of written notice of Buyer’s essential job duties under election to terminate; or (d) by Seller if there is a breach of any representation or warranty set forth in Article 4 hereof that would have a Material Adverse Effect on Buyer’s ability to consummate the transactions contemplated by this Agreement or any failure to perform in any material respect any covenant or agreement to be complied with or without reasonable accommodation for performed by Buyer pursuant to the terms of this Agreement or the failure of a period condition set forth in excess of ninety Section 2.3 to be satisfied (90) days during any twelve-month period hereunder, effective upon the date said determination and such condition is communicated not waived in writing by Seller) on or prior to Employee the End Date, or the occurrence of any event which results or would result in the failure of a condition set forth in Section 2.3 to be satisfied on or prior to the End Date; provided that, if curable prior to the End Date, Buyer shall have 30 calendar days to cure such later date as specified thereinbreach or failure to perform following the receipt of written notice of Seller’s election to terminate; provided, however, that during any period of Disability during which the Employee is receiving compensation under the Company’s short term disability policy, the Company will pay to Employee, minus any applicable taxes and withholdings, an amount equal to the difference between such short term disability payments and Employee’s then current base salary. Company shall not have the right to terminate Employee by reason of disability if such termination this Agreement pursuant to clause (b), (c) or (d) shall not be available to a party whose failure to fulfill materially any covenant or obligation under this Agreement has been the cause of, or resulted in (or would terminate Employee’s receipt of or right to receive short-term or long-term disability benefits under any policy or program maintained by the Company; provided, further, nothing herein shall give the Company the right to terminate Employee prior to discharging its obligations to Employee, if any, under the Family and Medical Leave Actresult in), the Americans with Disabilities Act, or any other applicable law; or c. Upon a determination by the Board, acting in good faith but made in the Board’s sole discretion, that there is ground for termination for “Cause.” “Cause” will exist where Employee: (i) willfully or repeatedly failed to substantially perform Employee’s reasonable and lawful duties and responsibilities for the Company and/or committed a material violation of any material Company policy or procedure (including without limitation any policy or procedure described in the Handbook); (ii) willfully, intentionally or negligently engaged in any act or omission that injures, or, in the opinion failure of the Board, is more likely than not Closing to materially injure occur on or before the business or reputation of the Company, including but not limited to injury to any director, employee, client or shareholder of the Company; (iii) demonstrated repeated, willful or gross negligence and/or willful misconduct in Employee’s execution of duties for the Company (including but not limited to insubordination); (iv) engaged in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability, and/or genetic information); (v) misappropriated or embezzled any tangible or intangible property of the Company; (vi) breached any of the material terms of this Agreement and/or any other written agreement between Employee and the Company; and/or (vii) has been indicted on charges or convicted or pleaded guilty or no contest to a felony; in each case effective upon the date said determination is communicated in writing to Employee or such later date as specified thereinEnd Date.

Basis for Termination. Notwithstanding Anything contained herein to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby abandoned at any other provision time prior to the Closing Date: (a) by mutual written consent of SELLER and BUYER; (b) by BUYER if (i) SELLER breaches or fails to perform any of its representations, warranties or covenants contained in this Agreement and such breach or failure to perform would give rise to the contrary, the Employment Period and Employee’s employment hereunder shall terminate effective on the date indicated upon the happening of failure to satisfy any of the conditions set forth in Section 2.2(a), (b) or (c), and cannot be or has not been cured within 60 days following events: a. The employee delivery by BUYER to SELLER of written notice of such breach, and shall continue be an executive not have been waived by BUYER or (ii) any other condition set forth in Section 2.2 shall have become incapable of fulfillment and employee until such time as the he has wilfully resigned or until this employment agreement expires or until such time as the Company has terminated this agreementshall not have been waived by BUYER; b. Upon a determination (c) by the majority of any future board members appointed over the course of time, acting in good faith, that Employee has a physical SELLER if (i) BUYER breaches or mental incapacity or disability which renders Employee unable fails to perform Employee’s essential job duties under any of its representations, warranties or covenants contained in this Agreement and such breach or failure to perform would give rise to the failure to satisfy any of the conditions set forth in Section 2.3(a) or (b), and cannot be or has not been cured within 60 days following delivery by SELLER to BUYER of written notice of such breach, and shall not have been waived by SELLER or (ii) any other condition set forth in Section 2.3 shall have become incapable of fulfillment and shall not have been waived by SELLER; (d) by SELLER or BUYER if the Closing does not occur on or prior to December 31, 2006 (the “End Date”); or (e) by SELLER or BUYER, if (i) there shall be any law or regulation that makes consummation of the transactions hereunder illegal or otherwise prohibited (other than those having only an immaterial effect and that do not impose criminal liability or penalties) or (ii) any governmental authority or instrumentality having competent jurisdiction shall have issued an order, decree or ruling or taken any other action (which the terminating party shall have used its reasonable best efforts (with respect to antitrust-related matters) or without reasonable accommodation for a period in excess efforts (with respect to matters that are not antitrust-related) to resist, resolve or lift) permanently restraining, enjoining or otherwise prohibiting any material component of ninety (90) days during any twelve-month period the transactions hereunder, effective upon the date said determination is communicated in writing to Employee and such order, decree, ruling or such later date as specified thereinother action shall have become final and non-appealable; provided, however, that during any period of Disability during which the Employee party seeking termination pursuant to clause (b), (c), (d) or (e) is receiving compensation under the Company’s short term disability policy, the Company will pay to Employee, minus any applicable taxes and withholdings, an amount equal to the difference between such short term disability payments and Employee’s then current base salary. Company shall not have the right to terminate Employee by reason of disability if such termination would terminate Employee’s receipt of or right to receive short-term or long-term disability benefits under any policy or program maintained by the Company; provided, further, nothing herein shall give the Company the right to terminate Employee prior to discharging its obligations to Employee, if any, under the Family and Medical Leave Act, the Americans with Disabilities Act, or any other applicable law; or c. Upon a determination by the Board, acting in good faith but made in the Board’s sole discretion, that there is ground for termination for “Cause.” “Cause” will exist where Employee: (i) willfully or repeatedly failed to substantially perform Employee’s reasonable and lawful duties and responsibilities for the Company and/or committed a material violation breach of any material Company policy of its representations, warranties, covenants or procedure (including without limitation any policy or procedure described agreements contained in the Handbook); (ii) willfully, intentionally or negligently engaged in any act or omission that injures, or, in the opinion of the Board, is more likely than not to materially injure the business or reputation of the Companythis Agreement, including but not limited to injury to any director, employee, client or shareholder of the Company; (iiicovenants and agreements set forth in Section 7.1(b) demonstrated repeated, willful or gross negligence and/or willful misconduct in Employee’s execution of duties for the Company (including but not limited to insubordination); (iv) engaged in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability, and/or genetic information); (v) misappropriated or embezzled any tangible or intangible property of the Company; (vi) breached any of the material terms of this Agreement and/or any other written agreement between Employee and the Company; and/or (vii) has been indicted on charges or convicted or pleaded guilty or no contest to a felony; in each case effective upon the date said determination is communicated in writing to Employee or such later date as specified thereinAgreement.

Basis for Termination. Notwithstanding any other provision in this Agreement to the contrary, the Employment Period and Employee’s employment hereunder shall terminate effective on the date indicated upon the happening of any of the following events: a. The employee shall continue be an executive and employee until such time as Upon the he has wilfully resigned or until this employment agreement expires or until such time as death of Employee, effective immediately on the Company has terminated this agreementdate of death without any notice; b. Upon a determination by the majority Executive Chairman of any future board members appointed over the course of timeCompany or the Board, acting in good faithfaith but made in the Executive Chairman’s or Board’s sole discretion, that Employee has a physical or mental incapacity or disability which renders Employee unable to perform Employee’s essential job duties under this Agreement with or without reasonable accommodation for a period in excess of ninety (90) days during any twelve-month period hereunder, effective upon the date said determination is communicated in writing to Employee or such later date as specified therein; provided, however, that during any period of Disability during which the Employee is receiving compensation under the Company’s short term disability policy, the Company will pay to Employee, minus any applicable taxes and withholdings, an amount equal to the difference between such short term disability payments and Employee’s then current base salary. Company shall not have the right to terminate Employee by reason of disability if such termination would terminate Employee’s receipt of or right to receive short-term or long-term disability benefits under any policy or program maintained by the Company; provided, further, nothing herein shall give the Company the right to terminate Employee prior to discharging its obligations to Employee, if any, under the Family and Medical Leave Act, the Americans with Disabilities Act, or any other applicable law; or c. Upon a determination by the Board, acting in good faith but made in the Board’s sole discretion, that there is ground for termination for “Cause.” “Cause” will exist where Employee: (i) willfully or repeatedly failed to substantially perform Employee’s reasonable and lawful duties and responsibilities for the Company and/or committed a material violation of any material Company policy or procedure (including without limitation any policy or procedure described in the Handbook); (ii) willfully, intentionally or negligently engaged in any act or omission that injures, or, in the opinion of the Board, is more likely than not to materially injure the business or reputation of the Company, including but not limited to injury to any director, employee, client or shareholder of the Company; (iii) demonstrated repeated, willful or gross negligence and/or willful misconduct in Employee’s execution of duties for the Company (including but not limited to insubordination); (iv) engaged in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability, and/or genetic information); (v) misappropriated or embezzled any tangible or intangible property of the Company; (vi) breached any of the material terms of this Agreement and/or any other written agreement between Employee and the Company; and/or (vii) has been indicted on charges or convicted or pleaded guilty or no contest to a felony; in each case effective upon the date said determination is communicated in writing to Employee or such later date as specified therein.

Basis for Termination. Notwithstanding This Agreement and the Merger contemplated hereby may be terminated at any other provision time prior to the Closing Date: (a) by mutual consent in writing of the parties hereto; (b) by either party if the transactions contemplated hereby have not closed before 270 days; (c) by Gold Banc upon written notice to the Company if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold Banc would materially adversely affect the operations of or would be unduly burdensome to Gold Banc; (d) by Gold Banc or the Company if the other party has materially breached this Agreement and has not cured such breach within the earlier of (i) 30 days after the non-breaching party shall have given notice to the contrary, breaching party of the Employment Period and Employee’s employment hereunder shall terminate effective on existence of such breach or (ii) the date indicated Closing Date; (e) by Gold Banc or the Company upon written notice to the happening other of any condition imposed for the benefit of such party that shall not have been satisfied or waived prior to the Closing Date; (f) by the Company if it receives an unsolicited Acquisition Proposal as contemplated by Section 5.7 hereof, which the Board of Directors of the following events: a. The employee shall continue be an executive and employee until such time as the he has wilfully resigned or until this employment agreement expires or until such time as the Company has terminated this agreement; b. Upon a determination by the majority of any future board members appointed over the course of timeCompany, acting in good faith, believes is superior to the Merger contemplated hereby; (g) by Gold Banc upon receipt of written notice from the Company pursuant to Section 5.7(b) hereof that Employee the Company has entered into an agreement to engage in a physical transaction relating to an Acquisition Proposal with any Person other than Gold Banc or mental incapacity its Affiliates or disability which renders Employee unable to perform Employee’s essential job duties under this Agreement with or without reasonable accommodation for a period in excess of ninety (90) days during any twelve-month period hereunder, effective upon the date said determination is communicated in writing to Employee or such later date as specified therein; provided, however, that during any period of Disability during which the Employee is receiving compensation under the Company’s short term disability policy's Board of Directors or any committee thereof has endorsed, the Company will pay to Employee, minus approved or recommended an Acquisition Proposal made by any applicable taxes and withholdings, an amount equal to the difference between such short term disability payments and Employee’s then current base salary. Company shall not have the right to terminate Employee by reason of disability if such termination would terminate Employee’s receipt of Person other than Gold Banc or right to receive short-term or long-term disability benefits under any policy or program maintained its Affiliates; or (h) by the Company; provided, further, nothing herein shall give within five (5) business days after the meeting of the stockholders of the Company the right held to terminate Employee prior to discharging its obligations to Employeevote on this Agreement, if anythe Gold Banc Measurement Price is less than $11. As used in this Section 11.1, under the Family and Medical Leave Act, the Americans with Disabilities Act, actions contemplated as being taken by Gold Banc or any other applicable law; or c. Upon a determination by the Board, acting in good faith but made in the Board’s sole discretion, that there is ground for termination for “Cause.” “Cause” will exist where Employee: (i) willfully or repeatedly failed to substantially perform Employee’s reasonable and lawful duties and responsibilities for the Company and/or committed a material violation must be taken by their respective Boards of any material Company policy Directors or procedure (including without limitation any policy or procedure described in the Handbook); (ii) willfully, intentionally or negligently engaged in any act or omission that injures, or, in the opinion Executive Committee of the Board, is more likely than not to materially injure the business or reputation of the Company, including but not limited to injury to any director, employee, client or shareholder of the Company; (iii) demonstrated repeated, willful or gross negligence and/or willful misconduct in Employee’s execution of duties for the Company (including but not limited to insubordination); (iv) engaged in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability, and/or genetic information); (v) misappropriated or embezzled any tangible or intangible property of the Company; (vi) breached any of the material terms of this Agreement and/or any other written agreement between Employee and the Company; and/or (vii) has been indicted on charges or convicted or pleaded guilty or no contest to a felony; in each case effective upon the date said determination is communicated in writing to Employee or such later date as specified thereinBoards.