(b) Termination for Cause. The Company may terminate Executive’s employment at anytime for “Cause” (as hereinafter defined) by delivering a written termination notice to Executive.For purposes of this Agreement, “Cause” shall mean any of the following:     (i) fraud; (ii) embezzlement; (iii) Executive’s commission of a felony; (iv) thewillful or continued failure or refusal by Executive to perform and dischargeExecutive’s duties, responsibilities and obligations under this Agreement; (v) any actof moral turpitude or willful misconduct by Executive intended to result in personalenrichment of Executive at the expense of the Company, or any of its affiliates orwhich has a material adverse impact on the business or reputation of the Company orany of its affiliates (such determination to be made by the President and CEO in hisreasonable judgment); (vi) gross negligence or intentional misconduct resulting indamage to the property, reputation or business of the Company; (vii) the ineligibilityof Executive to perform Executive’s duties because of a ruling, directive or otheraction by any agency of the United States or any state of the United States havingregulatory authority over the Company; or (viii) Executive’s failure to correct orcure any material breach of or default under this Agreement within ten (10) days afterreceiving written notice of such breach or default from the Company.          (c) Termination Without Cause. The Company may terminate Executive’s employment atany time for any or no reason by delivering a written termination notice to Executive.          (d) Termination by Executive. Executive may terminate his employment at any time bydelivering sixty (60) days prior written notice to the Company; provided, however, that the terms,conditions and benefits specified in Section 5 hereof shall apply or be payable to Executive onlyif such termination occurs as a result of a material breach by the Company of any provision of thisAgreement which breach is not cured within ten (10) days after the Chief Executive Officer of theCompany receives from Executive a written notice detailing such breach.          (e) Termination Following Disability. In the event Executive becomes “disabled” (asdefined below), the Company may terminate Executive’s employment by delivering a writtentermination notice to Executive. Notwithstanding the foregoing, Executive shall continue toreceive his full Base Salary and benefits to which he is entitled under this Agreement for a periodof six (6) months after the effective date of such termination. For purposes of this section, theExecutive shall be considered disabled if the Executive (i) is unable to engage in any substantialgainful activity by reason of any medically determinable physical or mental impairment which can beexpected to result in death or can be expected to last for a continuous period of not less than 12months, or (ii) is, by reason of any medically determinable physical or mental impairment which canbe expected to result in death or can be expected to last for a continuous period of not less than12 months, receiving income replacement benefits for a period of not less than three (3) monthsunder the Company’s disability insurance policy and/or salary continuation policy as in effect onthe date of such disability.          (f) Payments. Subject to any limitations under Section 409A of the Internal RevenueCode of 1986, as amended (“Code”), and related Treasury Regulations, following any expiration ortermination of this Agreement or Executive’s employment hereunder, and in addition to (but not induplication of) any amounts owed pursuant to Section 5 hereof, the Company shall pay to Executiveall amounts earned by Executive hereunder prior to the date of such expiration or termination.          (g) Non-Disparagement. Executive agrees that during and following the termination ofhis employment he will not publicly (or in a manner he reasonably should have expected to be madepublic) disparage or otherwise make negative comments regarding the Company, its employees or itsaffiliates, provided, however, that the foregoing shall in no way restrict the Executive from ingood faith reporting any concerns that he may have to (i) any authority within the Companydesignated to receive complaints or concerns from employees, including, without limitation, theCompany’s Board of Directors or a committee thereof, or (ii) any regulator or other governmentalauthority with supervisory responsibility for the Company (including, without limitation, theSecurities and Exchange Commission) or the Company’s independent auditors.     5. Certain Termination Benefits. In the event that:          (i) the provisions of Section 6 do not apply;          (ii) either the Company terminates Executive’s employment without Cause pursuant toSection 4(c) or Executive terminates his employment pursuant to Section 4(d) as aresult of an uncured material breach by the Company of any provision of this Agreement; and          (iii) the Executive executes and delivers the release contemplated in Section (f) below,          then in such case the Company will provide Executive the benefits described insubsection (a) below and, if and to the extent that Executive is eligible to participate insuch plans, subsections (b) through (c) below.
 

 
          (a) Base Salary and Incentive Compensation. The Company shall pay to Executive (i)his Base Salary (as in effect as of the date of his termination) and (ii) Incentive Compensation(in an aggregate amount equal to the applicable portion of the cash Incentive Compensation receivedby the Executive for the most recent fiscal year prior to his termination) as follows:         **Base**   **Payout****Years of Service** **Salary** **Incentive Compensation** **Period**Less than one 3 months 25% of the Short TermIncentive Plan awardfor the most recentfull fiscal year priorto termination 3 months       One but less than two 6 months 50% of the Short TermIncentive Plan awardfor the most recentfull fiscal year priorto termination 6 months       Two but less than