Common use of Company’s Right to Terminate Clause in Contracts

Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, Company, acting pursuant to an express resolution of the Board of Directors, shall have the right to terminate Executive's employment under this Agreement at any time for any of the following reasons: (i) upon Executive's death; (ii) upon Executive's becoming incapacitated for a period of at least 180 days by accident, sickness or other circumstance that renders Executive mentally or physically incapable of performing the material duties and services required of Executive hereunder on a full-time basis during such period; (iii) Executive's gross negligence or willful misconduct in the performance of, or Executive's abuse of alcohol or drugs rendering Executive unable to perform, the material duties and services required of Executive pursuant to this Agreement; (iv) upon the conviction or plea of nolo contendre of Executive for a felony or any crime involving moral turpitude; (v) upon Executive committing an act of deceit or fraud intended to result in personal and unauthorized enrichment of Executive at Company's expense; (vi) upon Executive's material breach of a material obligation of Executive under this Agreement which, if correctable, remains uncorrected for 30 days following written notice of such breach by Company to Executive; or (vii) for any other reason whatsoever, in the sole discretion of the Board of Directors. For purposes of this Agreement, if Executive's employment is terminated by Company pursuant to clauses (i), (ii), (iii), (iv), (v) or (vi) above, then such termination shall be for "Cause", and if Executive's employment is terminated by Company pursuant to clause (vii) above, then such termination shall be "without Cause."

Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, Company, acting pursuant to an express resolution of the Board of Directors of Company (the "Board of Directors"), shall have the right to terminate Executive's employment under this Agreement at any time for any of the following reasons: (i) upon Executive's death; (ii) upon Executive's becoming incapacitated for a period of at least 180 days by accident, sickness or other circumstance that renders Executive mentally or physically incapable of performing the material duties and services required of Executive hereunder on a full-time basis during such period; (iii) Executive's gross negligence or willful misconduct in the performance of, or Executive's abuse of alcohol or drugs rendering Executive unable to perform, the material duties and services required of Executive pursuant to this Agreement; (iv) upon the conviction or plea of nolo contendre of Executive for a felony or any crime involving moral turpitude; (v) upon Executive committing an act of deceit or fraud intended to result in personal and unauthorized enrichment of Executive at Company's expense; (vi) upon Executive's material breach of a material obligation of Executive under this Agreement which, if correctable, remains uncorrected for 30 days following written notice of such breach by Company to Executive; or (vii) for any other reason whatsoever, in the sole discretion of the Board of Directors. For purposes of this Agreement, if Executive's employment is terminated by Company pursuant to clauses (i), (ii), (iii), (iv), (v) or (vi) above, then such termination shall be for "Cause", and if Executive's employment is terminated by Company pursuant to clause (vii) above, then such termination shall be "without Cause."

Company’s Right to Terminate. (a) Notwithstanding the provisions of paragraph 2.1Paragraphs 2.1 and 4.1, Company, acting pursuant to an express resolution of the Board of Directors, Company shall have the right to terminate Executive's ’s employment under this Agreement at any time for any of the following reasons: (i) upon Executive's ’s death; (ii) upon Executive's ’s becoming incapacitated for a period of at least 180 consecutive days by accident, sickness or other circumstance that which renders Executive him mentally or physically incapable of performing the material essential functions of the duties and services required of Executive hereunder him hereunder, with reasonable accommodation, on a full-time basis during such periodperiod (“Disability”); (iii) Executive's gross negligence or willful misconduct in the performance of, or Executive's abuse of alcohol or drugs rendering Executive unable to perform, the material duties and services required of Executive pursuant to this Agreementfor Cause; (iv) upon the conviction or plea of nolo contendre of Executive for a felony or any crime involving moral turpitude; (v) upon Executive committing an act of deceit or fraud intended to result in personal and unauthorized enrichment of Executive at Company's expense; (vi) upon Executive's material breach of a material obligation of Executive under this Agreement which, if correctable, remains uncorrected for 30 days following written notice of such breach by Company to Executive; or (vii) for any other reason whatsoever, without Cause in the sole discretion of the Board of Directors. For purposes of Board. (b) As used in this Agreement, if Executive's employment is terminated by Company pursuant to clauses the term “Cause” shall mean the occurrence of any of the following events during the Term: (i) fraud, misappropriation or embezzlement with respect to the Company (or any subsidiary), ; (ii) sexual (or other forms of) harassment in connection with Executive’s duties; (iii) Executive’s refusal to follow the reasonable directions of the Board; (iv) intoxication with alcohol or due to unlawful consumption of drugs while on the Employer’s premises or while performing services on behalf of the Company at any other place; (v) a conviction or plea of guilty or nolo contendere to a felony (other than one arising from the operation of a motor vehicle that does not involve an accident involving injury to a third party); (vi) engaging in an act of willful gross misconduct or willful gross negligence in connection with the Company’s business; (vii) Executive’s material breach of the Agreement, including the confidentiality, nonsolicitation, noncompetition and other covenants contained herein; (viii) Executive’s failure to observe and comply with the Company’s Code of Conduct and ethics codes; (ix) Executive’s substantial or continuous failure to observe and comply with the Company’s policies or codes; and/or (x) Executive’s breach of a material Company policy or code; provided, however, in the case of clauses (iii), (ivvii), (vviii), (ix), and (x), no action(s) or inaction(s) will constitute Cause unless (vi1) abovea resolution finding that Cause exists has been approved by a majority of all of the members of the Board and (2) where remedial action is feasible, then Executive fails to remedy the action(s) or inaction(s) within 10 days after receiving a written notice (“Cause Notice”) identifying in reasonable detail the nature of such termination Cause. If Executive so effects a cure to the satisfaction of the Board, the Cause Notice shall be for "Cause", deemed rescinded and if Executive's employment is terminated by Company pursuant to clause (vii) above, then such termination shall be "without Causeof no force or effect."

Company’s Right to Terminate. (a) Notwithstanding the provisions of paragraph 2.1Paragraph 2.1 and 4.1, Company, acting pursuant to an express resolution of the Board of Directors, Company shall have the right to terminate Executive's ’s employment under this Agreement at any time for any of the following reasons: (i) upon Executive's ’s death; (ii) upon Executive's ’s becoming incapacitated for a period of at least 180 consecutive days by accident, sickness or other circumstance that circumstances which renders Executive him mentally or physically incapable of performing the material essential functions of the duties and services required of Executive hereunder him hereunder, with reasonable accommodation, on a full-time basis during such periodperiod (“Disability”); (iii) Executive's gross negligence or willful misconduct in the performance of, or Executive's abuse of alcohol or drugs rendering Executive unable to perform, the material duties and services required of Executive pursuant to this Agreementfor Cause; (iv) upon the conviction or plea of nolo contendre of Executive for a felony or any crime involving moral turpitude; (v) upon Executive committing an act of deceit or fraud intended to result in personal and unauthorized enrichment of Executive at Company's expense; (vi) upon Executive's material breach of a material obligation of Executive under this Agreement which, if correctable, remains uncorrected for 30 days following written notice of such breach by Company to Executive; or (vii) for any other reason whatsoever, without Cause in the sole discretion of the Board of Directors. For purposes of Board. (b) As used in this Agreement, if Executive's employment is terminated by Company pursuant to clauses the term “Cause” shall mean the occurrence of any of the following events during the Term: (i) fraud, misappropriation or embezzlement with respect to the Company (or any subsidiary), ; (ii), ) sexual (or other forms of) harassment in connection with Executive’s duties; (iii), ) Executive’s refusal to follow the reasonable directions of the Board; (iv), ) intoxication with alcohol or due to unlawful consumption of drugs while on the Employer’s premises or while performing services on behalf of the Company at any other place; (v) a conviction or plea of guilty or nolo contendere to a felony (other than one arising from the operation of a motor vehicle that does not involve an accident involving injury to a third party); (vi) above, then such termination shall be for "Cause", and if Executive's employment is terminated by Company pursuant to clause engaging in an act of willful gross misconduct or willful gross negligence in connection with the Company’s business; (vii) aboveExecutive’s material breach of the Agreement, then such termination shall be "without Cause."including the confidentiality, nonsolicitation, noncompetition and other covenants contained herein;

Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, Company, acting pursuant to an express resolution of the Board of Directors, shall have the right to The Company may terminate ExecutiveEmployee's employment under this Agreement hereunder for Cause at any time after the effective date hereof by written notice to Employee. From and after the date of such termination, the Company shall have no further obligation hereunder to provide compensation or benefits to Employee. If Employee is terminated by reason of death or disability or for a reason other than cause, or if this Agreement is not automatically extended upon the election of the Company, the Employee shall be paid a minimum of six (6) months base salary as severance pay, and Employee shall have no further right to compensation upon payment of such minimum amount. For the purpose of this Agreement "cause" means any of the following reasonsfollowing: (i) upon Executive's deathA breach by the Employee of Section 9(d) of this Agreement; (ii) upon ExecutiveA material breach of any other provision of this Agreement by the Employee, including the Employee's becoming incapacitated for failure to materially perform his duties hereunder (other than a period of at least 180 breach resulting from the Employee's incapacity due to physical or mental illness), if that breach is not remedied within thirty (30) days by accident, sickness or other circumstance that renders Executive mentally or physically incapable of performing after written notice is given to the material duties and services required of Executive hereunder on a full-time basis during such periodEmployee describing the acts alleged to constitute the breach; (iii) Executive's gross negligence A act of fraud, misappropriation, embezzlement or similar willful misconduct in and malicious conduct by the performance of, or Executive's abuse of alcohol or drugs rendering Executive unable to perform, Employee against the material duties and services required of Executive pursuant to this Agreement;Company; or (iv) upon Indictment of the conviction or plea of nolo contendre of Executive Employee for a felony or any conviction of, or guilty plea or plea of nolo contendere by the Employee to, a crime involving moral turpitude; (v) upon Executive committing an act turpitude if that crime of deceit moral turpitude tends or fraud intended would reasonablely tend to result in personal and unauthorized enrichment of Executive at Company's expense; (vi) upon Executive's material breach of a material obligation of Executive under this Agreement which, if correctable, remains uncorrected for 30 days following written notice of such breach by Company bring the Corporation into disrepute or expose it to Executive; or (vii) for any other reason whatsoever, in the sole discretion of the Board of Directors. For purposes of this Agreement, if Executive's employment is terminated by Company pursuant to clauses (i), (ii), (iii), (iv), (v) or (vi) above, then such termination shall be for "Cause", and if Executive's employment is terminated by Company pursuant to clause (vii) above, then such termination shall be "without Causeunfavorable publicity."

Company’s Right to Terminate. Notwithstanding The Company may terminate the provisions of paragraph 2.1, Company, acting pursuant to an express resolution of the Board of Directors, shall have the right to terminate Executive's employment under this Agreement at any time time: (a) for “Just Cause” which shall include, without limitation, any of the following reasonsevents: (i) upon Executive's deathfailure to perform all assigned duties in a competent and diligent manner as described in this Agreement and as may be assigned or changed from time to time by the Company; (ii) upon Executive's becoming incapacitated for a period failure to comply with any legal directive of at least 180 days by accident, sickness the CEO or other circumstance that renders Executive mentally or physically incapable the Board of performing the material duties and services required of Executive hereunder on a full-time basis during such periodDirectors; (iii) Executive's gross negligence or willful misconduct engaging in the performance ofdishonesty, illegal conduct, or Executive's abuse of alcohol other misconduct that is any way injurious to the Company or drugs rendering Executive unable to perform, the material duties and services required of Executive pursuant to this Agreementits affiliates; (iv) upon the conviction or plea material violation of nolo contendre of Executive for a felony or any crime involving moral turpitudeCompany policy; (v) upon Executive committing an act unauthorized disclosure of deceit or fraud intended to result in personal and unauthorized enrichment of Executive at Company's expenseany Confidential Information; (vi) upon Executive's material breach of a material obligation of Executive under this Agreement whichor any other written agreement between Executive and the Company; (vii) theft, if correctabledishonesty, remains uncorrected for 30 days following written notice or fraud by the Executive with respect to the business of such breach by Company to Executivethe Company; or (viiviii) for any other reason whatsoever, in the sole discretion conviction of the Board Executive for a criminal offense that gives rise or is likely to give rise to NOVAGOLD's market or NOVAGOLD's stock being subject to a cease-trade order by a Canadian or U.S. securities regulatory authority. (b) upon the Executive dying or becoming permanently disabled or disabled for a period exceeding 180 consecutive days or for a period of Directors180 non-consecutive days calculated on a cumulative basis over any two-year period during the term of this Agreement. For purposes The Executive shall be deemed to have become disabled if, because of ill health, physical, mental disability or for other causes beyond the control of the Executive, the Executive has been unable or unwilling or has failed to perform the essential functions of Executive's position under this Agreement, with or without reasonable accommodation (provided that no accommodation that imposes undue hardship on the Company will be required); or (c) at any time upon making the severance payment contemplated in section 6.3 to the Executive subject to the terms of this Agreement, if Executive's employment is terminated by Company pursuant to clauses (i), (ii), (iii), (iv), (v) or (vi) above, then such termination shall be for "Cause", and if Executive's employment is terminated by Company pursuant to clause (vii) above, then such termination shall be "without Causeincluding Article 8."

Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, Company, acting pursuant to an express resolution of the Board of Directors, shall have the right to terminate Executive's employment under this Agreement at any time for any of the following reasons: (i) upon Executive's death; (ii) upon Executive's becoming incapacitated for a period of at least 180 days by accident, sickness or other circumstance that renders Executive him mentally or physically incapable of performing the material duties and services required of Executive him hereunder on a full-time basis during such period; (iii) Executive's if, in carrying out his duties hereunder, Executive engages in conduct that constitutes willful gross negligence neglect or willful gross misconduct resulting in the performance of, or Executive's abuse of alcohol or drugs rendering Executive unable material economic harm to perform, the material duties and services required of Executive pursuant to this AgreementCompany; (iv) upon the conviction or plea of nolo contendre of Executive for a felony or any crime involving moral turpitude; (v) upon Executive committing an act of deceit or fraud intended to result in personal and unauthorized enrichment of Executive at Company's expense; (vi) upon Executive's material breach of a material obligation of Executive under this Agreement which, if correctable, remains uncorrected for 30 days following written notice of such breach by Company to Executive; or (vii) for any other reason whatsoever, in the sole discretion of the Board of Directors. For purposes of this Agreement, if Executive's employment is terminated by Company pursuant to clauses (i), (ii), (iii), (iv), (v) or (vi) above, then such termination shall be for "Cause", and if Executive's employment is terminated by Company pursuant to clause (vii) above, then such termination shall be "without Cause."

Company’s Right to Terminate. (a) Notwithstanding the provisions of paragraph 2.1Paragraph 2.1 and subject to Article 4, Company, acting pursuant to an express resolution of the Board of Directors, Company shall have the right to terminate Executive's ’s employment under this Agreement at any time for any of the following reasons:reasons (and the Term shall end at the time the Executive terminates employment): (i) upon Executive's ’s death; (ii) upon Executive's ’s becoming incapacitated for a period of at least 180 consecutive days by accident, sickness or other circumstance that circumstances which renders Executive him mentally or physically incapable of performing the material essential functions of the duties and services required of Executive hereunder him hereunder, with reasonable accommodation, on a full-time basis during such periodperiod (“Disability”); (iii) Executive's gross negligence or willful misconduct in the performance of, or Executive's abuse of alcohol or drugs rendering Executive unable to perform, the material duties and services required of Executive pursuant to this Agreement;for Cause; or (iv) upon the conviction or plea of nolo contendre of Executive for a felony or any crime involving moral turpitude; (v) upon Executive committing an act of deceit or fraud intended to result in personal and unauthorized enrichment of Executive at Company's expense; (vi) upon Executive's material breach of a material obligation of Executive under this Agreement which, if correctable, remains uncorrected for 30 days following written notice of such breach by Company to Executive; or (vii) for any other reason whatsoever, without Cause in the sole discretion of the Board of Directors. For purposes of Board. (b) As used in this Agreement, if Executive's employment is terminated by Company pursuant to clauses the term “Cause” shall mean the occurrence of any of the following events during the Term: (i) fraud, misappropriation or embezzlement with respect to the Company (or any subsidiary), ; (ii) sexual (or other forms of) harassment in connection with Executive’s duties; (iii) Executive’s refusal to follow the reasonable directions of the Board; (iv) intoxication with alcohol or due to unlawful consumption of drugs while on the Employer’s premises or while performing services on behalf of the Company at any other place; (v) a conviction or plea of guilty or nolo contendere to a felony (other than one arising from the operation of a motor vehicle that does not involve an accident involving injury to a third party); (vi) engaging in an act of willful gross misconduct or willful gross negligence in connection with the Company’s business; (vii) Executive’s material breach of the Agreement, including the confidentiality, nonsolicitation, noncompetition and other covenants contained herein; (viii) Executive’s failure to observe and comply with the Company’s Code of Conduct and ethics codes; and/or (ix) Executive’s breach of a material Company policy or code; provided, however, in the case of clauses (iii), (ivvii), (vviii), and (ix), no action(s) or inaction(s) will constitute Cause unless (vi1) abovea resolution finding that Cause exists has been approved by a majority of all of the members of the Board, then and (2) where remedial action is feasible, Executive fails to remedy the action(s) or inaction(s) within 10 days after receiving a written notice (“Cause Notice”) identifying in reasonable detail the nature of such termination Cause. If Executive so effects a cure to the satisfaction of the Board, the Cause Notice shall be for "deemed rescinded and of no force or effect. To the extent that awards granted under Section 3.2 include a definition of “Cause"”, and if Executive's employment is terminated by Company pursuant the definition applied to clause (vii) above, then Executive under such termination shall awards may not be "without Causeless favorable to Executive than the definition in this Paragraph 2.2(b)."

Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, Company, acting pursuant to an express resolution of the Board of Directors, Company shall have the right to terminate Executive's ’s employment under this Agreement at any time for any of the following reasons: (ia) upon Executive's ’s death; (iib) upon Executive's ’s becoming incapacitated disabled within the meaning of Company’s Long-Term Disability Plan, provided such plan requires Executive to be unable to perform his duties hereunder due to sickness or injury for a period of at least 180 consecutive days by accident, sickness or other circumstance that renders Executive mentally or physically incapable of performing the material duties and services required of Executive hereunder on (a full-time basis during such period“Disability”); (iiic) Executive's if, (i) in carrying out his duties hereunder, Executive engages in conduct that constitutes (A) a breach of his fiduciary duty to Company or its shareholders, (B) gross negligence neglect or willful (C) gross misconduct resulting, in the performance ofany such case, in material economic harm to Company, or Executive's abuse of alcohol or drugs rendering Executive unable to perform, the material duties and services required of Executive pursuant to this Agreement; (ivii) upon the conviction or plea of nolo contendre indictment of Executive for a felony or any other crime involving dishonesty, theft or moral turpitude; ; or (viii) upon Executive committing an act of deceit or fraud intended to result in personal and unauthorized enrichment of Executive at Company's expense; (vi) upon Executive's material breach of misappropriates a material obligation business opportunity of Company; or (iv) Executive under this Agreement which, if correctable, remains uncorrected for 30 days following written notice breaches Company’s Code of such breach by Conduct or an express employment policy or rule of Company to Executivegoverning employee conduct; or (viid) for any other reason whatsoever, in the sole discretion of the Board of DirectorsCompany. For purposes of this Agreement, if Executive's employment is terminated a termination by Company pursuant to clauses under clause (i)c) above shall constitute a termination by Company for “Cause.” Notwithstanding the foregoing, Company may not terminate Executive’s employment for Cause unless Company has provided Executive with thirty (ii)30) days written notice specifying the reason(s) for such termination, (iii)and, (iv), (v) or (vi) above, then if the circumstances surrounding such termination shall may be for "Cause"cured by Executive, and if Executive has failed to cure the matter to the reasonable satisfaction of Company within thirty (30) days of Executive's employment is terminated by Company pursuant to clause (vii) above, then ’s receipt of such termination shall be "without Causenotice."