Common use of By Employer Clause in Contracts

By Employer. In the event that Employee's employment pursuant to this Agreement shall be terminated by Employer for any reason whatsoever, other than for a material breach of this Agreement by Employee or gross negligence, bad faith or intentional misconduct, including but not limited to disability, during the lifetime of Employee and prior to expiration of the term of Employee's employment hereunder; then: (i) during the remainder of the term of Employee's employment under this Agreement for a period not to exceed one year, Employer shall pay to Employee (or to Employee's Designated Beneficiary following Employee's death during such period) a lump sum payment in cash equal to the remaining Base Salary due Employees under this Agreement as set forth in Section 4(a) above; and (ii) in addition to the foregoing, Employer shall pay to Employee, or his assignees, a lump sum payment in cash equal to one(1) time the annual Base Salary of Employee under this Agreement at the time of termination; and (iii) to the extent Employee is eligible, he shall continue to be covered by all non-cash benefit plans of Employer except for the retirement plans or retirement programs in which Employee participates or any successor plans or programs in effect on the date of such termination, for eighteen months thereafter; provided, however, that if Employee should enter into employment with a competitor of Employer, Employee's participation in such non-cash benefit plans would cease. Thereafter, any and all retirement pension, 401K and health benefits which have been paid in or have accrued or vested in Employee's favor pursuant to Section 4 above shall be payable directly to Employee, or to a roll-over plan of Employee's choosing, as may be determined by Employee at his discretion; and (iv) Employer agrees to provide Employee ten (10) days written notice for any termination arising under this section.

By Employer. In Employer may terminate the event that Term of Employment and Employee's employment pursuant to this Agreement shall be terminated by Employer for any reason whatsoever, other than for a material breach of this Agreement by Employee or gross negligence, bad faith or intentional misconduct, including but not limited to disability, during the lifetime of Employee and prior to expiration of the term of Employee's employment hereunder; then: (i) during the remainder of the term of Employee's ’s employment under this Agreement at any time and for a period any reason satisfactory to Employer, and whether or not to exceed one yearfor “Cause” as defined below. Upon any such termination of Employee’s employment by Employer for Cause, Employee shall have no further rights, and Employer shall pay have no further obligations, under this Agreement (including any right to receive the Cash Bonus or any compensation or other benefits for any period after such termination); provided, that Employee (or will be entitled to Employee's Designated Beneficiary following Employee's death during such period) a lump sum payment in cash equal to the remaining receive earned but unpaid Base Salary due Employees under this Agreement as set forth in Section 4(a) above; and (ii) in addition to the foregoing, Employer shall pay to Employee, or his assignees, a lump sum payment in cash equal to one(1) time the annual Base Salary of Employee under this Agreement at the time of termination; and (iii) to the extent Employee is eligible, he shall continue to be covered by all non-cash benefit plans of Employer except for the retirement plans or retirement programs in which Employee participates or any successor plans or programs in effect on through the date of such terminationtermination and any unreimbursed expenses to which Employee is entitled to reimbursement under Employer’s policies and procedures. Upon any such termination by Employer under this Paragraph 7(d) without Cause, Employer shall be obligated to (i) pay Base Salary to Employee at Employee’s then current Base Salary rate for eighteen months thereafter; providedthe then current unexpired Term of Employment hereunder (which payments shall be made on the same schedule as Employee’s Base Salary was paid by Employer during the Term of Employment), however(ii) pay the Cash Bonus to Employee at the time Employer pays the final payment of Base Salary, that and, (iii) if Employee should enter into employment with a competitor of chooses to exercise Employee’s rights to purchase continued health insurance coverage under Employer, Employee's participation in such non-cash benefit plans would cease. Thereafter, any and all retirement pension, 401K and ’s health benefits which have been paid in or have accrued or vested in Employee's favor insurance plan pursuant to Section 4 above the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), Employer shall be payable directly reimburse Employee for the cost of such continued insurance coverage for the maximum period during which such coverage is available to Employee under COBRA, but not longer than the unexpired Term of Employment hereunder, and shall have no further obligations hereunder. Notwithstanding any provision in this Agreement to the contrary, before Employer may terminate Employee’s employment for a Cause described in Paragraph 7(d)(i)(A) below, or to a roll-over plan of Employee's choosing, as may be determined by Employee at his discretion; and (iv) Employer agrees to provide first shall give Employee ten (10) days written notice of the facts or circumstances constituting such Cause for termination, and, if during such period Employee shall cure such Cause to the reasonable satisfaction of Employer, then Employee’s employment shall continue; provided however that, in the event of any reoccurrence or further occurrence of the same Cause, Employer shall have no obligation to give Employee any further or additional notice or opportunity to cure prior to the termination of Employee’s employment. Except as specifically described above, no such notice or opportunity to cure shall be required in the case of termination of Employee’s employment for any termination arising Cause. For purposes of this Paragraph 7(d), Employer shall have “Cause” to terminate Employee’s employment upon: (i) A determination by Employer, in good faith, that (A) Employee has breached in any material respect any of the terms or conditions of this Agreement, or has failed in any material respect to perform or discharge Employee’s duties or responsibilities of employment in the manner provided herein, or that (B) Employee has violated any provision of the Code of Conduct, or has engaged in willful misconduct or conduct which is detrimental in any material respect to the business or business prospects of Employer or its parent or other affiliated companies, or which has had or likely will have an adverse effect on Employer’s or its parent’s or other affiliates’ business or reputation; (ii) The violation by Employee of any applicable federal or state law, or any applicable rule, regulation, order, or statement of policy promulgated by any governmental agency or authority having jurisdiction over Employer or its parent or affiliated companies, or the operations of any of their respective departments or divisions, including but not limited to the South Carolina Commissioner of Banks, the Federal Deposit Insurance Corporation, the South Carolina Board of Financial Institutions, the Federal Reserve Board, the Securities and Exchange Commission, or any other state or federal regulator (a “Regulatory Authority”), that results from Employee’s negligence, willful misconduct, or intentional disregard of such law, rule, regulation, order, or policy statement; (iii) The commission in the course of Employee’s employment with Employer of an act of fraud, embezzlement, theft, or proven personal dishonesty (whether or not such act or charge results in criminal indictment, charges, prosecution, or conviction), or the willful making in the course of Employee’s employment with Employer of any false statement or representation; (iv) The conviction of Employee of any felony or any criminal offense involving dishonesty or breach of trust, or the occurrence of any event described in Section 19 of the Federal Deposit Insurance Act or any other event or circumstance which disqualifies Employee from serving as an employee or executive officer of, or a party affiliated with, Employer or its parent or affiliated companies; or, in the event Employee becomes unacceptable to, or is removed, suspended, or prohibited from participating in the conduct of Employer’s or its parent’s or affiliated companies’ affairs (or if proceedings for that purpose are commenced), by any Regulatory Authority; or (v) Employee’s excessive use of any addictive drug or use of any controlled substance, as defined at 21 U.S.C. § 802 and listed on Schedules I through V of 21 U.S.C. § 812, as revised from time to time, and as defined by other federal laws or regulations, Employee’s use of legal drugs that have not been obtained legally or are not being taken as prescribed by a licensed physician, or Employee’s use of alcohol in a manner that adversely affects the performance of Employee’s job duties under this sectionAgreement, prevents Employee from performing Employee’s job duties safely or creates a risk to the safety of others at the workplace; or, (vi) The exclusion of Employee by the carrier or underwriter from coverage under Employer’s then current “blanket bond” or other fidelity bond or insurance policy covering its directors, officers, or employees, or the occurrence of any event that Employer believes, in good faith, will result in Employee being excluded from such coverage, or having coverage limited as to Employee as compared to other covered officers or employees, pursuant to the terms and conditions of such “blanket bond” or other fidelity bond or insurance policy.

By Employer. In the event that EmployeeEmployer may terminate Executive's employment pursuant to this Agreement ----------- without cause or reason by giving Executive written notice. Such notice shall set forth the date of termination, which date shall be terminated not later than 30 days following the date of notice (the "Notice Period"). During any Notice Period, Executive shall make reasonable efforts to cooperate with Employer in achieving a transition of Executive's duties and responsibilities. Upon termination of Executive's employment by Employer without cause, Executive shall be entitled to continue to receive, for any reason whatsoever, other than for a material breach of this Agreement by Employee or gross negligence, bad faith or intentional misconduct, including but not limited to disability, during the lifetime of Employee and prior to expiration lesser of the term three years following termination or the balance of Employee's employment hereunder; then: the Initial Term of Employment, (i) during his salary and (ii) an annual amount equal to the remainder of average for the term of Employee's employment under this Agreement for a period not two full fiscal years prior to exceed one termination (or the amount in the immediately preceding fiscal year, Employer shall if Executive is terminated prior to having completed two full years of employment) of any payments to Executive pursuant to any cash bonus plan of Employer. Employer, at its discretion, may elect to continue to pay to Employee (Executive his salary and any such bonus on regularly scheduled paydays, but reduced by any amounts earned by Executive from alternative employment or to Employee's Designated Beneficiary following Employee's death during such period) make a lump sum payment in cash to Executive equal to the remaining Base Salary due Employees under this Agreement as set forth in Section 4(a) above; and (ii) in addition unpaid balance of such salary and bonus payments discounted to the foregoing, Employer shall pay to Employee, or his assignees, a lump sum payment in cash equal to one(1) time the annual Base Salary of Employee under this Agreement at the time of termination; and (iii) to the extent Employee is eligible, he shall continue to be covered by all non-cash benefit plans of Employer except for the retirement plans or retirement programs in which Employee participates or any successor plans or programs in effect on the date of such terminationpayment using a discount rate of 7% per annum; provided, however, that Employer shall not be obligated to continue to -------- ------- employ Executive or to continue payment of salary or bonus for eighteen months thereafterany period if Employer has grounds to terminate Executive's employment as specified above in subparagraph (A) or (C)(iii) and (iv). Subsequent to termination pursuant to this subparagraph 5(D), Executive shall not be obligated to look for or accept alternative employment; provided, however, that if Employee should enter into Executive accepts any -------- ------- alternative employment with a competitor during the balance of Employerthe Initial Term of Employment, Employee's participation in Employer may reduce from amounts owed under this subparagraph 5(D) all amounts earned by Executive from such non-cash benefit plans would cease. Thereafteralternative employment, any and all retirement pension, 401K and health benefits which have been paid in or have accrued or vested in Employee's favor pursuant to Section 4 above Executive shall be payable directly obligated to Employee, or to a roll-over plan inform Employer of Employee's choosing, as may be determined the amount of income received by Employee at his discretion; and (iv) Employer agrees to provide Employee ten (10) days written notice him from alternative employment for any termination arising under this sectionthe balance of the Initial Term of Employment.

By Employer. In the event that EmployeeEmployer may terminate Executive's employment pursuant to this Agreement ----------- without cause or reason by giving Executive written notice. Such notice shall set forth the date of termination, which date shall be terminated not later than 30 days following the date of notice (the "Notice Period"). During any Notice Period, Executive shall make reasonable efforts to cooperate with Employer in achieving a transition of Executive's duties and responsibilities. Upon termination of Executive's employment by Employer without cause, Executive shall be entitled to continue to receive, for any reason whatsoever, other than for a material breach of this Agreement by Employee or gross negligence, bad faith or intentional misconduct, including but not limited to disability, during the lifetime of Employee and prior to expiration lesser of the term three years following termination or the balance of Employee's employment hereunder; then: the Initial Term of Employment, (i) during his salary and (ii) an annual amount equal to the remainder of average for the term of Employee's employment under this Agreement for a period not two full fiscal years prior to exceed one termination (or the amount in the immediately preceding fiscal year, Employer shall if Executive is terminated prior to having completed two full years of employment) of any payments to Executive pursuant to any cash bonus plan of Employer. Employer, at its discretion, may elect to continue to pay to Employee (Executive his salary and any such bonus on regularly scheduled paydays, but reduced by any amounts earned by Executive from alternative employment or to Employee's Designated Beneficiary following Employee's death during such period) make a lump sum payment in cash to Executive equal to the remaining Base Salary due Employees under this Agreement as set forth in Section 4(a) above; and (ii) in addition unpaid balance of such salary and bonus payments discounted to the foregoing, Employer shall pay to Employee, or his assignees, a lump sum payment in cash equal to one(1) time the annual Base Salary of Employee under this Agreement at the time of termination; and (iii) to the extent Employee is eligible, he shall continue to be covered by all non-cash benefit plans of Employer except for the retirement plans or retirement programs in which Employee participates or any successor plans or programs in effect on the date of such termination, for eighteen months thereafterpayment using a discount rate of 7% per annum; provided, however, that -------- ------- Employer shall not be obligated to continue to employ Executive or to continue payment of salary or bonus for any period if Employee should enter into Employer has grounds to terminate Executive's employment with a competitor of Employer, Employee's participation as specified above in such non-cash benefit plans would ceasesubparagraph (A) or (C)(iii) and (iv). Thereafter, any and all retirement pension, 401K and health benefits which have been paid in or have accrued or vested in Employee's favor Subsequent to termination pursuant to Section 4 above this subparagraph 5(D), Executive shall not be obligated to look for or accept alternative employment; provided, -------- however, that if Executive accepts any alternative employment during the balance ------- of the Initial Term of Employment, Employer may reduce from amounts owed under this subparagraph 5(D) all amounts earned by Executive from such alternative employment, and Executive shall be payable directly obligated to Employee, or to a roll-over plan inform Employer of Employee's choosing, as may be determined the amount of income received by Employee at his discretion; and (iv) Employer agrees to provide Employee ten (10) days written notice him from alternative employment for any termination arising under this sectionthe balance of the Initial Term of Employment.

By Employer. In Employer may terminate the event that Term of Employment and Employee's employment pursuant to under this Agreement shall be terminated by Employer at any time and for any reason whatsoeversatisfactory to Employer, other than and whether or not for "Cause" as defined below. Notwithstanding any provision in this Agreement to the contrary, before Employer may terminate Employee's employment for a material breach Cause described in Paragraph 7(d)(i)(A) below, Employer first shall give Employee thirty (30) days written notice of the facts or circumstances constituting such Cause for termination, and, if during such period Employee shall cure such Cause to the reasonable satisfaction of Employer, then Employee's employment shall continue; provided however that, in the event of any reoccurrence or further occurrence of the same Cause, Employer shall have no obligation to give Employee any further or additional notice or opportunity to cure prior to the termination of Employee's employment. Except as specifically described above, no such notice or opportunity to cure shall be required in the case of termination of Employee's employment for any Cause. For purposes of this Agreement Paragraph 7(d), Employer shall have "Cause" to terminate Employee's employment upon: (i) A determination by Employer, in good faith, that (A) Employee has breached in any material respect any of the terms or conditions of this Agreement, or has failed in any material respect to perform or discharge Employee's duties or responsibilities of employment in the manner provided herein, or that (B) Employee has violated any provision of the Code of Conduct, or has engaged in willful misconduct or conduct which is detrimental in any material respect to the business or business prospects of Employer or its parent or other affiliated companies, or which has had or likely will have an adverse effect on Employer's or its parent's or other affiliates' business or reputation; (ii) The violation by Employee of any applicable federal or gross negligencestate law, bad faith or intentional misconductany applicable rule, regulation, order, or statement of policy promulgated by any governmental agency or authority having jurisdiction over Employer or its parent or affiliated companies, or the operations of any of their respective departments or divisions, including but not limited to disabilitythe South Carolina Commissioner of Banks, during the lifetime of Employee and prior to expiration Federal Deposit Insurance Corporation, the Comptroller of the term Currency, the South Carolina Board of Financial Institutions, the Federal Reserve Board, the Securities and Exchange Commission, or any other state or federal regulator (a "Regulatory Authority"), that results from Employee's negligence, willful misconduct, or intentional disregard of such law, rule, regulation, order, or policy statement; (iii) The commission in the course of Employee's employment hereunder; then: with Employer of an act of fraud, embezzlement, theft, or proven personal dishonesty (i) during whether or not such act or charge results in criminal indictment, charges, prosecution, or conviction), or the remainder of willful making in the term course of Employee's employment under this Agreement for a period not to exceed one year, with Employer shall pay to Employee (of any false statement or to Employee's Designated Beneficiary following Employee's death during such period) a lump sum payment in cash equal to the remaining Base Salary due Employees under this Agreement as set forth in Section 4(a) above; and (ii) in addition to the foregoing, Employer shall pay to Employee, or his assignees, a lump sum payment in cash equal to one(1) time the annual Base Salary of Employee under this Agreement at the time of termination; and (iii) to the extent Employee is eligible, he shall continue to be covered by all non-cash benefit plans of Employer except for the retirement plans or retirement programs in which Employee participates or any successor plans or programs in effect on the date of such termination, for eighteen months thereafter; provided, however, that if Employee should enter into employment with a competitor of Employer, Employee's participation in such non-cash benefit plans would cease. Thereafter, any and all retirement pension, 401K and health benefits which have been paid in or have accrued or vested in Employee's favor pursuant to Section 4 above shall be payable directly to Employee, or to a roll-over plan of Employee's choosing, as may be determined by Employee at his discretion; andrepresentation; (iv) The conviction of Employee of any felony or any criminal offense involving dishonesty or breach of trust, or the occurrence of any event described in Section 19 of the Federal Deposit Insurance Act or any other event or circumstance which disqualifies Employee from serving as an employee or executive officer of, or a party affiliated with, Employer agrees or its parent or affiliated companies; or, in the event Employee becomes unacceptable to, or is removed, suspended, or prohibited from participating in the conduct of Employer's or its parent's or affiliated companies' affairs (or if proceedings for that purpose are commenced), by any Regulatory Authority; or (v) Employee's excessive use of any addictive drug or use of any controlled substance, as defined at 21 U.S.C. § 802 and listed on Schedules I through V of 21 U.S.C. § 812, as revised from time to provide Employee ten (10) days written notice for any termination arising time, and as defined by other federal laws or regulations, Employee's use of legal drugs that have not been obtained legally or are not being taken as prescribed by a licensed physician, or Employee's use of alcohol in a manner that adversely affects the performance of Employee's job duties under this sectionAgreement, prevents Employee from performing Employee's job duties safely or creates a risk to the safety of others at the workplace; or, (vi) The exclusion of Employee by the carrier or underwriter from coverage under Employer's then current "blanket bond" or other fidelity bond or insurance policy covering its directors, officers, or employees, or the occurrence of any event that Employer believes, in good faith, will result in Employee being excluded from such coverage, or having coverage limited as to Employee as compared to other covered officers or employees, pursuant to the terms and conditions of such "blanket bond" or other fidelity bond or insurance policy.

By Employer. In the event that Employer's Board of Directors may terminate Employee's employment pursuant to this Agreement shall be terminated at any time by Employer for any reason whatsoever, other than for a material breach giving written notice of this Agreement by Employee or gross negligence, bad faith or intentional misconduct, including but not limited to disability, during the lifetime of Employee and prior to expiration of the term of Employee's employment hereunder; then: (i) during the remainder of the term of Employee's employment under this Agreement for a period not to exceed one year, Employer shall pay such termination to Employee (or to Employee's Designated Beneficiary following Employee's death during in the manner provided below for the giving of notices, such period) a lump sum payment in cash equal to the remaining Base Salary due Employees under this Agreement as set forth in Section 4(a) above; and (ii) in addition to the foregoing, Employer shall pay to Employee, or his assignees, a lump sum payment in cash equal to one(1) time the annual Base Salary of Employee under this Agreement at the time of termination; and (iii) to the extent Employee is eligible, he shall continue termination to be covered by all non-cash benefit plans of Employer except for the retirement plans or retirement programs in effective on a date specified therein which Employee participates or any successor plans or programs in effect on is not less than sixty (60) days from the date of such termination, for eighteen months thereafternotice; provided, however, that any termination other than for cause shall not prejudice the Employee's right to compensation and other benefits under this Agreement during the period of time immediately following his termination equivalent to compensation and benefits as hereinafter described in this Section 4.1 for the greater of (i) one year or (ii) six (6) months increased by two (2) weeks for each completed year of service to Employer ("the Severance Period"). Such compensation shall include Employee's then current regular base pay and bonus equivalent to on the Employee's average annual bonus for the last five (5) year (or lesser number of years if Employee should enter into employment with has not been employed for five (5) years) prorated to the date of termination, both to be paid in a competitor lump sum at the effective date of Employertermination, but without any discount for such prepayment. Employee's participation in such non-cash all benefit plans would ceaseprograms shall continue during the Severance Period as if Employee were still an Employee including Employer ESOP contributions payment of country club dues, automobile expenses and accrual of vacation pay. ThereafterEmployer shall pay Employee's COBRA health insurance expenses during the Severance Period. Employee shall not be eligible for the grant of any additional stock options during the Severance Period, however all stock options held by Employee shall become immediately exercisable, in full, not withstanding any provisions therein for deferred "vesting" based upon the completions of a specified period of employment, and all retirement pensionsuch options shall remain exercisable, 401K and health benefits which have been paid in or have accrued or vested in Employee's favor pursuant to the Stock Option Plan for a period of three (3) months from the date of termination of employment.. The amounts payable to Employee under this Section 4 above 4.1 shall not be reduced by any amounts earned by Employee from other employment or otherwise and the Employee shall be payable directly under no duty to Employeeseek other employment, or otherwise to mitigate the amounts payable hereunder. Employee shall have the right (but not the obligation) at any time following receipt of notice of termination under this Section 4.1 until the effective date thereof to resign as an officer and/or as a roll-over plan Director of Employee's choosingEmployer while continuing to serve as an employee at the same compensation, but with such reduction in duties as may be determined by appropriate in order that Employee at his discretion; and shall no longer be an officer of Employer within the meaning of Section 16(b) of the Securities and Exchange Act of 1934, as amended (iv) Employer agrees to provide Employee ten (10) days written notice for any termination arising under this sectionthe "Exchange Act").

By Employer. In Employer may terminate Executive’s employment without cause or reason by giving Executive written notice. Such notice shall set forth the event that Employee's employment pursuant to this Agreement date of termination, which date shall be terminated not later than 30 days following the date of notice (the “Notice Period”). During any Notice Period, Executive shall make reasonable efforts to cooperate with Employer in achieving a transition of Executive’s duties and responsibilities. Upon termination of Executive’s employment by Employer without cause, Executive shall be entitled to continue to receive, for any reason whatsoever, other than for a material breach of this Agreement by Employee or gross negligence, bad faith or intentional misconduct, including but not limited to disability, during the lifetime of Employee and prior to expiration lesser of the term three years following termination or the balance of Employee's employment hereunder; then: the Initial Term of Employment, (i) during his salary and (ii) an annual amount equal to the remainder of average for the term of Employee's employment under this Agreement for a period not two full fiscal years prior to exceed one termination (or the amount in the immediately preceding fiscal year, Employer shall if Executive is terminated prior to having completed two full years of employment) of any payments to Executive pursuant to any cash bonus plan of Employer. Employer, at its discretion, may elect to continue to pay to Employee (Executive his salary and any such bonus on regularly scheduled paydays, but reduced by any amounts earned by Executive from alternative employment or to Employee's Designated Beneficiary following Employee's death during such period) make a lump sum payment in cash to Executive equal to the remaining Base Salary due Employees under this Agreement as set forth in Section 4(a) above; and (ii) in addition unpaid balance of such salary and bonus payments discounted to the foregoing, Employer shall pay to Employee, or his assignees, a lump sum payment in cash equal to one(1) time the annual Base Salary of Employee under this Agreement at the time of termination; and (iii) to the extent Employee is eligible, he shall continue to be covered by all non-cash benefit plans of Employer except for the retirement plans or retirement programs in which Employee participates or any successor plans or programs in effect on the date of such terminationpayment using a discount rate of 7% per annum; provided, however, that Employer shall not be obligated to continue to employ Executive or to continue payment of salary or bonus for eighteen months thereafterany period if Employer has grounds to terminate Executive’s employment as specified above in subparagraph (A) or (C)(iii) and (iv). Subsequent to termination pursuant to this subparagraph 5(D), Executive shall not be obligated to look for or accept alternative employment; provided, however, that if Employee should enter into Executive accepts any alternative employment with a competitor during the balance of Employerthe Initial Term of Employment, Employee's participation in Employer may reduce from amounts owed under this subparagraph 5(D) all amounts earned by Executive from such non-cash benefit plans would cease. Thereafteralternative employment, any and all retirement pension, 401K and health benefits which have been paid in or have accrued or vested in Employee's favor pursuant to Section 4 above Executive shall be payable directly obligated to Employee, or to a roll-over plan inform Employer of Employee's choosing, as may be determined the amount of income received by Employee at his discretion; and (iv) Employer agrees to provide Employee ten (10) days written notice him from alternative employment for any termination arising under this sectionthe balance of the Initial Term of Employment.

By Employer. In the event that EmployeeEmployer may terminate Executive's employment pursuant to this Agreement ----------- without cause or reason by giving Executive written notice. Such notice shall set forth the date of termination, which date shall be terminated not later than 30 days following the date of notice (the "Notice Period"). During any Notice Period, Executive shall make reasonable efforts to cooperate with Employer in achieving a transition of Executive's duties and responsibilities. Upon termination of Executive's employment by Employer without cause, Executive shall be entitled to continue to receive, for any reason whatsoever, other than for a material breach of this Agreement by Employee or gross negligence, bad faith or intentional misconduct, including but not limited to disability, during the lifetime of Employee and prior to expiration lesser of the term three years following termination or the balance of Employee's employment hereunder; then: the Initial Term of Employment, (i) during his salary and (ii) an annual amount equal to the remainder of average for the term of Employee's employment under this Agreement for a period not two full fiscal years prior to exceed one termination (or the amount in the immediately preceding fiscal year, Employer shall if Executive is terminated prior to having completed two full years of employment) of any payments to Executive pursuant to any cash bonus plan of Employer. Employer, at its discretion, may elect to continue to pay to Employee (Executive his salary and any such bonus on regularly scheduled paydays, but reduced by any amounts earned by Executive from alternative employment or to Employee's Designated Beneficiary following Employee's death during such period) make a lump sum payment in cash to Executive equal to the remaining Base Salary due Employees under this Agreement as set forth in Section 4(a) above; and (ii) in addition unpaid balance of such salary and bonus payments discounted to the foregoing, Employer shall pay to Employee, or his assignees, a lump sum payment in cash equal to one(1) time the annual Base Salary of Employee under this Agreement at the time of termination; and (iii) to the extent Employee is eligible, he shall continue to be covered by all non-cash benefit plans of Employer except for the retirement plans or retirement programs in which Employee participates or any successor plans or programs in effect on the date of such termination, for eighteen months thereafterpayment using a discount rate of 7% per annum; provided, however, that Employer shall not be obligated to continue to employ Executive or to continue payment of salary or bonus for any period if Employee should enter into Employer has grounds to terminate Executive's employment with a competitor of Employer, Employee's participation as specified above in such non-cash benefit plans would ceasesubparagraph (A) or (C)(iii) and (iv). Thereafter, any and all retirement pension, 401K and health benefits which have been paid in or have accrued or vested in Employee's favor Subsequent to termination pursuant to Section 4 above this subparagraph 5(D), Executive shall not be obligated to look for or accept alternative employment; provided, -------- however, that if Executive accepts any alternative employment during the balance ------- of the Initial Term of Employment, Employer may reduce from amounts owed under this subparagraph 5(D) all amounts earned by Executive from such alternative employment, and Executive shall be payable directly obligated to Employee, or to a roll-over plan inform Employer of Employee's choosing, as may be determined the amount of income received by Employee at his discretion; and (iv) Employer agrees to provide Employee ten (10) days written notice him from alternative employment for any termination arising under this sectionthe balance of the Initial Term of Employment.

By Employer. In the event that EmployeeEmployer may terminate Executive's employment pursuant to this Agreement ----------- without cause or reason by giving Executive written notice. Such notice shall set forth the date of termination, which date shall be terminated not later than 30 days following the date of notice (the "Notice Period"). During any Notice Period, Executive shall make reasonable efforts to cooperate with Employer in achieving a transition of Executive's duties and responsibilities. Upon termination of Executive's employment by Employer without cause, Executive shall be entitled to continue to receive, for any reason whatsoever, other than for a material breach of this Agreement by Employee or gross negligence, bad faith or intentional misconduct, including but not limited to disability, during the lifetime of Employee and prior to expiration lesser of the term three years following termination or the balance of Employee's employment hereunder; then: the Initial Term of Employment, (i) during his salary and (ii) an annual amount equal to the remainder of average for the term of Employee's employment under this Agreement for a period not two full fiscal years prior to exceed one termination (or the amount in the immediately preceding fiscal year, Employer shall if Executive is terminated prior to having completed two full years of employment) of any payments to Executive pursuant to any cash bonus plan of Employer. Employer, at its discretion, may elect to continue to pay to Employee (Executive his salary and any such bonus on regularly scheduled paydays, but reduced by any amounts earned by Executive from alternative employment or to Employee's Designated Beneficiary following Employee's death during such period) make a lump sum payment in cash to Executive equal to the remaining Base Salary due Employees under this Agreement as set forth in Section 4(a) above; and (ii) in addition unpaid balance of such salary and bonus payments discounted to the foregoing, Employer shall pay to Employee, or his assignees, a lump sum payment in cash equal to one(1) time the annual Base Salary of Employee under this Agreement at the time of termination; and (iii) to the extent Employee is eligible, he shall continue to be covered by all non-cash benefit plans of Employer except for the retirement plans or retirement programs in which Employee participates or any successor plans or programs in effect on the date of such termination, for eighteen months thereafterpayment using a discount rate of 7% per annum; provided, however, that Employer -------- ------- shall not be obligated to continue to employ Executive or to continue payment of salary or bonus for any period if Employee should enter into Employer has grounds to terminate Executive's employment with a competitor of Employer, Employee's participation as specified above in such non-cash benefit plans would ceasesubparagraph (A) or (C)(iii) and (iv). Thereafter, any and all retirement pension, 401K and health benefits which have been paid in or have accrued or vested in Employee's favor Subsequent to termination pursuant to Section 4 above this subparagraph 5(D), Executive shall not be obligated to look for or accept alternative employment; provided, -------- however, that if Executive accepts any alternative employment during the balance ------- of the Initial Term of Employment, Employer may reduce from amounts owed under this subparagraph 5(D) all amounts earned by Executive from such alternative employment, and Executive shall be payable directly obligated to Employee, or to a roll-over plan inform Employer of Employee's choosing, as may be determined the amount of income received by Employee at his discretion; and (iv) Employer agrees to provide Employee ten (10) days written notice him from alternative employment for any termination arising under this sectionthe balance of the Initial Term of Employment.

By Employer. In the event that Employer's Board of Directors may terminate Employee's employment pursuant to this Agreement shall be terminated at any time by Employer for any reason whatsoever, other than for a material breach giving written notice of this Agreement by Employee or gross negligence, bad faith or intentional misconduct, including but not limited to disability, during the lifetime of Employee and prior to expiration of the term of Employee's employment hereunder; then: (i) during the remainder of the term of Employee's employment under this Agreement for a period not to exceed one year, Employer shall pay such termination to Employee (or to Employee's Designated Beneficiary following Employee's death during in the manner provided below for the giving of notices, such period) a lump sum payment in cash equal to the remaining Base Salary due Employees under this Agreement as set forth in Section 4(a) above; and (ii) in addition to the foregoing, Employer shall pay to Employee, or his assignees, a lump sum payment in cash equal to one(1) time the annual Base Salary of Employee under this Agreement at the time of termination; and (iii) to the extent Employee is eligible, he shall continue termination to be covered by all non-cash benefit plans of Employer except for the retirement plans or retirement programs in effective on a date specified therein which Employee participates or any successor plans or programs in effect on is not less than sixty (60) days from the date of such termination, for eighteen months thereafternotice; provided, however, that any termination other than for cause shall not prejudice the Employee's right to compensation and other benefits under this Agreement during the period of time immediately following his termination equivalent to compensation and benefits as hereinafter described in this Section 4.1 for the greater of (i) one year or (ii) six (6) months increased by two (2) weeks for each completed year of service to Employer ("the Severance Period"). Such compensation shall include Employee's then current regular base pay and bonus equivalent to the Employee's average annual bonus for the last five (5) years (or lesser number of years if Employee should enter into employment with has not been employed for five (5) years) prorated to the date of termination, both to be paid in a competitor lump sum at the effective date of Employertermination, but without any discount for such prepayment. Employee's participation in such non-cash all benefit plans would ceaseprograms shall continue during the Severance Period as if Employee were still an Employee including Employer ESOP contributions payment of country club dues, automobile expenses and accrual of vacation pay. ThereafterEmployer shall pay Employee's COBRA health insurance expenses during the Severance Period. Employee shall not be eligible for the grant of any additional stock options during the Severance Period, however all stock options held by Employee shall become immediately exercisable, in full, not withstanding any provisions therein for deferred "vesting" based upon the completions of a specified period of employment, and all retirement pensionsuch options shall remain exercisable, 401K and health benefits which have been paid in or have accrued or vested in Employee's favor pursuant to the Stock Option Plan for a period of three (3) months from the date of termination of employment. The amounts payable to Employee under this Section 4 above 4.1 shall not be reduced by any amounts earned by Employee from other employment or otherwise and the Employee shall be payable directly under no duty to Employeeseek other employment, or otherwise to mitigate the amounts payable hereunder. Employee shall have the right (but not the obligation) at any time following receipt of notice of termination under this Section 4.1 until the effective date thereof to resign as an officer and/or as a roll-over plan Director of Employee's choosingEmployer while continuing to serve as an employee at the same compensation, but with such reduction in duties as may be determined by appropriate in order that Employee at his discretion; and shall no longer be an officer of Employer within the meaning of Section 16(b) of the Securities and Exchange Act of 1934, as amended (iv) Employer agrees to provide Employee ten (10) days written notice for any termination arising under this sectionthe "Exchange Act").