If your employment terminates because of your voluntary termination of employment or if it is terminated by company for cause, then your obligations under this agreement, including those contained in paragraphs _____ through _____ remain in full force and effect, and company will be entitled to all legal and equitable rights and remedies under this agreement.

If your employment is terminated by company with cause, then:

a. Your obligations under this agreement, including those contained in paragraphs ______ through _______, remain in full force and effect, and company will be entitled to all legal and equitable rights and remedies under this agreement; and

b. You will be entitled to your basic compensation and the other benefits provided in paragraph 5 for the remaining period of the contract term, subject to the provisions of paragraph 11e; and

c. you will be entitled to any incentive compensation payable under the terms of the incentive plan; and

d. You will be entitled to post termination benefits payable under company’s employee benefit plans, including any right to participating companies medical plans under COBRA, based on your service up to the termination date; and

e. You will use your best efforts to obtain other employment consistent with this agreement. If you accept other employment, you will promptly notify company of the compensation receivable or which you would expect to receive from that employment that is attributable to the remaining period of the contract term. All basic compensation otherwise payable under this agreement for any remaining period of the contract term will be reduced by the amount of any compensation receivable or which you expect to receive from your subsequent employment; and

f. Notwithstanding the foregoing, the minimum amount payable to you upon your termination shall be your basic compensation for the period during which your post termination obligations under this agreement are in force.

This agreement and your employment shall commence as of the date of this agreement and shall continue until one year from the start and thereafter, unless terminated by ither party with or without cause by the party desiring to terminate serving upon the other party at least 14 days prior written notice of termination during or after the initial year, or it may be terminated by the company for cause, effective immediately upon service or written notice.

Termination for Cause. Any termination of the executive's employment by the company for cause under this provision shall be authorized by a vote of at least a majority of the nonemployee members of the board having actual knowledge of the event are circumstances providing a basis for such termination. In the case of termination for cause, the executive shall be given notice by the board specifying in detail the particular act or failure to act on which the board is relying to terminate him for cause. The executive should not be terminated for cause if, within 30 days after receiving such notice, he is corrected the particular actor failure to act specified in the notice and by so correcting such act or failure to act is eliminated the material economic damages actor failure to act as allegedly cause the company or has eliminated the probability that such act or failure to act is likely to result in a material economic damage the company.

Anything herein to the contrary notwithstanding, if following a termination of the executive's employment by the company for cause based upon the conviction of the executive for a crime involving moral turpitude, such conviction is finally overturned on appeal, the executive shall be entitled to payments and the economic equivalent of the benefits the executive would have received if his employment had been terminated by the company without cause.

In the event the company terminates the executive's employment for cause, he shall be entitled to:

(i) the base salary through the date of the termination of employment for cause;

(ii) any amounts earned, accrued or owing but not yet paid under the terms of this agreement; and

(iii) other benefits in accordance with applicable plans and programs of the company.