OR HIS
BREACH OF ANY PROVISION OF THIS AGREEMENT, THE BOARD OF DIRECTORS OF THE
CORPORATION OR THE BANK SHALL FIRST GIVE DEITCH WRITTEN NOTICE SPECIFICALLY
IDENTIFYING THE MANNER IN WHICH DEITCH HAS BREACHED THE TERMS OF THIS AGREEMENT
AND THE APPROXIMATE DATE OR DATES ON WHICH SUCH VIOLATIONS HAVE OCCURRED. DEITCH
SHALL HAVE THIRTY (30) DAYS FROM HIS RECEIPT OF SUCH NOTICE WITHIN WHICH TO CURE
OR CORRECT THE EFFECTS OF SUCH BREACH AND TO REPORT IN WRITING TO THE BOARDS OF
DIRECTORS OF THE CORPORATION AND THE BANK ALL STEPS WHICH HE HAS TAKEN TO CURE
SUCH BREACH.
IF DEITCH SHALL NOT HAVE CORRECTED OR CURED SUCH BREACH OR
DILIGENTLY TAKEN ALL STEPS WHICH ARE NECESSARY TO DO SO WITHIN THE AFORESAID
THIRTY (30) DAY PERIOD, THE BOARD OF DIRECTORS OF THE CORPORATION OR THE BANK
MAY TERMINATE THIS AGREEMENT IMMEDIATELY, UPON GIVING DEITCH WRITTEN NOTICE OF
SUCH
5
TERMINATION ON OR AFTER THE 31ST DAY FOLLOWING THE DATE ON WHICH NOTICE OF THE
BREACH WAS DELIVERED TO DEITCH.
IF THE BREACH ASSERTED BY THE BOARD OF
DIRECTORS OF THE CORPORATION OR THE BANK IS, BECAUSE OF ITS NATURE, INCAPABLE OF
BEING CORRECTED OR CURED, THEN SUCH BREACH SHALL NOT BE CAUSE FOR TERMINATION OF
THIS AGREEMENT UNLESS SUCH BREACH SHALL BE DEEMED TO HAVE CAUSED FNB SIGNIFICANT
AND IRREPARABLE HARM IN THE OPINION OF A SIMPLE MAJORITY OF ALL OF THE MEMBERS
OF THE BOARD OF DIRECTORS OF THE CORPORATION OR THE BANK.
ANY DECISION RENDERED
BY THE BOARD OF DIRECTORS OF THE CORPORATION OR THE BANK WHICH REASONABLY
DETERMINES THAT SUCH BREACH HAS CAUSED SIGNIFICANT OR IRREPARABLE HARM TO FNB
SHALL BE FINAL, BINDING AND CONCLUSIVE FOR PURPOSES OF THIS AGREEMENT AND SHALL
NOT BE SUBJECT TO CHALLENGE BY DEITCH.
IF SUCH BREACH IS NOT DEEMED TO HAVE
CAUSED FNB SIGNIFICANT AND IRREPARABLE HARM, THEN THIS AGREEMENT MAY NOT BE
TERMINATED BY REASON THEREOF, BUT ANY FUTURE BREACH OF A SIMILAR NATURE SHALL BE
CAUSE FOR IMMEDIATE TERMINATION BY THE BOARD OF DIRECTORS OF THE CORPORATION OR
THE BANK UPON GIVING DEITCH WRITTEN NOTICE THEREOF.
IF THIS AGREEMENT IS
TERMINATED BY FNB FOR CAUSE PURSUANT TO THIS SUBPARAGRAPH, THEN FNB SHALL BE
UNDER NO OBLIGATION TO PROVIDE COMPENSATION OR BENEFITS TO DEITCH FOLLOWING THE
EFFECTIVE DATE OF SUCH TERMINATION, EXCEPT FOR SUCH COMPENSATION AND BENEFITS
WHICH HAVE ACCRUED AND WHICH HAVE NOT BEEN PAID OR FURNISHED AS OF THE EFFECTIVE
DATE OF SUCH TERMINATION.
(D)
REMOVAL WITHOUT CAUSE.
THE CORPORATION OR
THE BANK SHALL HAVE THE RIGHT AT ANY TIME UPON WRITTEN NOTICE TO DEITCH, TO
TERMINATE THE EMPLOYMENT OF DEITCH HEREUNDER. IF SUCH TERMINATION BY THE
CORPORATION OR THE BANK IS NOT BY REASON OF DISABILITY PURSUANT TO PARAGRAPH
(B), OF THIS SECTION 5 OR FOR CAUSE PURSUANT TO PARAGRAPH (C) OF THIS SECTION 5,
FNB SHALL BE OBLIGATED TO CONTINUE TO PAY THE COMPENSATION AND PROVIDE THE
BENEFITS TO DEITCH FOR TWENTY-FOUR (24) MONTHS, AT THE RATE, TIMES AND INTERVALS
AT WHICH SUCH