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SECTION 10. SEVERANCE In the event that the COUNTY ATTORNEY either (i) terminates this Agreement without cause, or (ii) fails without cause to renew this Agreement on terms equally favorable to DEPUTY COUNTY ATTORNEY, County shall pay DEPUTY COUNTY ATTORNEY a severance amount equal to one (1) month of Salary for each completed two (2) years of employment, capped at four (4) months of Salary, less required deductions ("Cap Amount"); provided, however, that if applicable law does not allow payment of said amount, then County shall pay DEPUTY COUNTY ATTORNEY the maximum amount which is allowed by applicable law up to the Cap Amount. For the purposes of this Agreement, the term "cause" shall mean any of the following: (i) material breach of this contract, (ii) serious breach of a County policy or ordinance, (iii) violation of any state or federal law reflecting a serious lack of honesty, character or integrity, or (iv) any other serious misconduct adversely impacting the County or its operations or reputation. In the event that a determination of cause depends solely on the outcome of pending disciplinary, criminal or other such proceedings, County may defer its decision on whether to pay severance until completion of such proceedings. Regardless of whether a termination or failure to renew is with or without cause, DEPUTY COUNTY ATTORNEY shall be paid accrued annual vacation and sick leave in accordance with the Manual; provided, however, that to the extent that DEPUTY COUNTY ATTORNEY was employed under a prior employment agreement which provided that DEPUTY COUNTY ATTORNEY would be paid "in full" for such accrued leave, ATTORNEY shall be paid in full for such leave during the period of time that DEPUTY COUNTY ATTORNEY worked under such prior employment agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed at Vero Beach, Florida, on the date set forth below. DEPUTY COUNTY ATTORNEY COUNTY ATTORNEY ICY , nnifer . Shuler 3