(3) incompetence (in determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the commercial banking industry);
(4) breach of fiduciary duty;
(5) intentional failure to perform stated duties under this Agreement after written notice thereof from the Board;
(6) willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a regulatory order;
(7) material breach of any provision of this Agreement; or,
(8) willful engagement in conduct which constitutes a violation of the established written policies or procedures of the bank regarding the conduct of its employees.
(ii) Executives termination for Cause will not become effective unless the Board has delivered to Executive a copy of a notice of termination in accordance with Section 8(a) hereof. Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a notice of termination, which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the disinterested members of the Board, stating that the Executive was guilty of the conduct described above and specifying the particulars of such conduct.
(d) Voluntary Termination by Executive. In addition to the Executives other rights to terminate employment under this Agreement, the Executive may voluntarily terminate employment during the term of this Agreement upon at least sixty (60) days prior written notice to the Board. Upon Executives voluntary termination, the executive will only receive compensation and vested rights and benefits earned through the date of termination along with any expense reimbursements, unless otherwise agreed by the Company, or the Bank, and the Executive. Following termination of employment under this Section, the Executive will be subject to the restrictions set forth in Section 9 of this Agreement.
(e) Termination Without Cause.
(i) The Bank may, by written notice to Executive, immediately terminate his employment at any time for a reason other than for cause (a termination Without Cause). Any termination of Executives employment, other than Termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Banks qualified or non-qualified retirement, pension, savings, thrift, profit-sharing or stock bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination under this Section 6(e), the Bank shall pay Executive or, in the event of Executives subsequent death, Executives estate, the amount equal to Executives Base Salary through the remaining Term or six months of base salary, whichever is greater. Such payment shall be payable within thirty (30) days following Executives date of termination, and will be subject to applicable withholding taxes.