Common use of For Cause or Without Good Reason Clause in Contracts

For Cause or Without Good Reason. The Company may terminate the Executive's employment and all of the Executive's rights to receive Base Salary and Bonuses hereunder for Cause or upon the resignation of Executive without Good Reason. Termination for "Cause" shall mean termination of the Executive by the Company for any of the following reasons: (a) the Executive's willful criminal misconduct or habitual neglect in the performance of his duties under this Agreement, (b) commission of any felony by the Executive, (c) the Executive's commission of any felony involving fraud, dishonesty or moral turpitude, (d) the Executive's material breach of any material provision of this Agreement that remains uncured ten (10) days following receipt by the Executive from Company of written notice thereof, unless such breach is of a kind not susceptible to cure within such ten (10) day period, (e) material violation of any Company policies by Executive, (f) the Executive's material dishonesty, moral, turpitude, fraud or misrepresentation, if not disclosed, with respect to his material duties or the Executive's misrepresentation in inducement to enter into this Agreement, or (g) any willful or intentional action or inaction by the Executive resulting in any injury to the reputation of or the financial detriment of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been (i) delivered to him a notice of termination which shall include a statement to the effect that the Executive was guilty of conduct justifying termination for Cause, AND (ii) an opportunity given to him on not less than seventy two (72) hours' notice to be heard before at least a majority of the Board of Directors. "Good Reason" shall be defined as (i) demotion of Executive from the position of Chief Executive Officer without the consent of the Executive; (ii) any attempt to decrease the Executive's Base Salary; (iii) any breach of this Agreement by the Company; or (iv) any requirement that the Executive relocate to an office more than 30 miles from Las Vegas, Nevada. In the event the Executive is discharged for any other reason whatsoever the Company shall be obligated to pay the Executive a severance sum in cash. The severance amount shall be calculated by taking the sum of all shares held by the Executive plus any shares held in trust or by an entity where the Executive is the beneficial owner of said shares and combining all share amounts. This shall also include any shares, options, or warrants which are contractually obligated by the company and the total of these instruments shall be added to the share count as if earned. The severance amount to be paid shall be based on the total share count multiplied by the market share price of the trailing 14 day trading average times twenty percent (20%). Said severance sum shall be paid to the Executive prior to any termination becoming effective. Failure by the company to pay the full amount of the severance to the Executive within 5 days of the notice of termination, unless Executive agrees in writing to alternative terms, will negate any discharge of the Executive.

For Cause or Without Good Reason. The Company may terminate the Executive's employment and all of the Executive's rights to receive Base Salary and Bonuses hereunder for Cause or upon the resignation of Executive without Good Reason. Termination for "Cause" shall mean termination of the Executive by the Company for any of the following reasons: (a) the Executive's willful criminal misconduct or habitual neglect in the performance of his duties under this Agreement, (b) commission of any felony by the Executive, (c) the Executive's commission of any felony involving fraud, dishonesty or moral turpitude, (d) the Executive's material breach of any material provision of this Agreement that remains uncured ten (10) days following receipt by the Executive from Company of written notice thereof, unless such breach is of a kind not susceptible to cure within such ten (10) day period, (e) material violation of any Company policies by Executive, (f) the Executive's material dishonesty, moral, turpitude, fraud or misrepresentation, if not disclosed, with respect to his material duties or the Executive's misrepresentation in inducement to enter into this Agreement, or (g) any willful or intentional action or inaction by the Executive resulting in any injury to the reputation of or the financial detriment of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been (i) delivered to him a notice of termination which shall include a statement to the effect that the Executive was guilty of conduct justifying termination for Cause, AND (ii) an opportunity given to him on not less than seventy two (72) hours' 72 hours notice to be heard before at least lest a majority of the Board of Directors. "Good Reason" shall be defined as (i) demotion of Executive from the position of Chief Executive Officer Financial Officer/Controller without the consent of the Executive; (ii) any attempt to decrease the Executive's Base Salary; (iii) any breach of this Agreement by the Company; or (iv) any requirement that the Executive relocate to an office more than 30 miles from Las Vegas, Nevada. In the event the Executive is discharged for any other reason whatsoever the Company shall be obligated to pay the Executive a severance sum in cash. The severance amount shall be calculated by taking the sum of all shares held by the Executive executive plus any shares held in trust or by an entity where the Executive executive is the beneficial owner of said shares and combining all share amounts. This shall also include any shares, options, or warrants which are contractually obligated by the company and the total of these instruments shall be added to the share count as if earned. The severance amount to be paid shall be based on the total share count multiplied by the market share price of the trailing 14 day trading average times twenty percent (20%). Said severance sum shall be paid to the Executive prior to any termination becoming effective. Failure by the company to pay the full amount of the severance to the Executive within 5 days of the notice of termination, unless Executive agrees in writing to alternative terms, will negate any discharge of the Executive.

For Cause or Without Good Reason. The Company may terminate the Executive's employment and all of the Executive's rights to receive Base Salary and Bonuses hereunder for Cause or upon the resignation of Executive without Good Reason. Termination for "Cause" shall mean termination of the Executive by the Company for any of the following reasons: (a) the Executive's willful criminal misconduct or habitual neglect in the performance of his duties under this Agreement, (b) commission of any felony by the Executive, (c) the Executive's commission of any felony involving fraud, dishonesty or moral turpitude, (d) the Executive's material breach of any material provision of this Agreement that remains uncured ten (10) days following receipt by the Executive from Company of written notice thereof, unless such breach is of a kind not susceptible to cure within such ten (10) day period, (e) material violation of any Company policies by Executive, (f) the Executive's material dishonesty, moral, turpitude, fraud or misrepresentation, if not disclosed, with respect to his material duties or the Executive's misrepresentation in inducement to enter into this Agreement, or (g) any willful or intentional action or inaction by the Executive resulting in any injury to the reputation of or the financial detriment of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been (i) delivered to him a notice of termination which shall include a statement to the effect that the Executive was guilty of conduct justifying termination for Cause, AND (ii) an opportunity given to him on not less than seventy two (72) hours' 72 hours notice to be heard before at least lest a majority of the Board of Directors. "Good Reason" shall be defined as (i) demotion of Executive from the position of Chief Executive Officer without the consent of the Executive; (ii) any attempt to decrease the Executive's Base Salary; (iii) any breach of this Agreement by the Company; or (iv) any requirement that the Executive relocate to an office more than 30 miles from Las Vegas, Nevada. In the event the Executive is discharged for any other reason whatsoever the Company shall be obligated to pay the Executive a severance sum in cash. The severance amount shall be calculated by taking the sum of all shares held by the Executive executive plus any shares held in trust or by an entity where the Executive executive is the beneficial owner of said shares and combining all share amounts. This shall also include any shares, options, or warrants which are contractually obligated by the company and the total of these instruments shall be added to the share count as if earned. The severance amount to be paid shall be based on the total share count multiplied by the market share price of the trailing 14 day trading average times twenty percent (20%). Said severance sum shall be paid to the Executive prior to any termination becoming effective. Failure by the company to pay the full amount of the severance to the Executive within 5 days of the notice of termination, unless Executive agrees in writing to alternative terms, will negate any discharge of the Executive.

For Cause or Without Good Reason. The Company may terminate the Executive's employment and all of the Executive's rights to receive Base Salary and Bonuses hereunder for Cause or upon the resignation of Executive without Good Reason. Termination for "Cause" shall mean termination of the Executive by the Company for any of the following reasons: (a) the Executive's willful criminal misconduct or habitual neglect in the performance of his duties under this Agreement, (b) commission of any felony by the Executive, (c) the Executive's commission of any felony involving fraud, dishonesty or moral turpitude, (d) the Executive's material breach of any material provision of this Agreement that remains uncured ten (10) days following receipt by the Executive from Company of written notice thereof, unless such breach is of a kind not susceptible to cure within such ten (10) day period, (e) material violation of any Company policies by Executive, (f) the Executive's material dishonesty, moral, turpitude, fraud or misrepresentation, if not disclosed, with respect to his material duties or the Executive's misrepresentation in inducement to enter into this Agreement, or (g) any willful or intentional action or inaction by the Executive resulting in any injury to the reputation of or the financial detriment of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been (i) delivered to him a notice of termination which shall include a statement to the effect that the Executive was guilty of conduct justifying termination for Cause, AND and (ii) an opportunity given to him on not less than seventy two (72) hours' notice to be heard before at least a majority of the Board of Directors. "Good Reason" shall be defined as (i) demotion of Executive from the position of Chief Executive Officer without the consent of the Executive; (ii) any attempt to decrease the Executive's Base Salary; (iii) any breach of this Agreement by the Company; or (iv) any requirement that the Executive relocate to an office more than 30 miles from Las Vegas, Nevada. In the event the Executive is discharged for any other reason whatsoever the Company shall be obligated to pay the Executive a severance sum in cash. The severance amount shall be calculated by taking the sum of all shares held by the Executive plus any shares held in trust or by an entity where the Executive is the beneficial owner of said shares and combining all share amounts. This shall also include any shares, options, or warrants which are contractually obligated by the company and the total of these instruments shall be added to the share count as if earned. The severance amount to be paid shall be based on the total share count multiplied by the market share price of the trailing 14 day trading average times twenty percent (20%). Said severance sum shall be paid to the Executive prior to any termination becoming effective. Failure by the company to pay the full amount of the severance to the Executive within 5 days of the notice of termination, unless Executive agrees in writing to alternative terms, will negate any discharge of the Executive.

For Cause or Without Good Reason. The Company may terminate the Executive's this Agreement and Employee’s employment and all of the Executive's rights to receive Base Salary and Bonuses hereunder for Cause or upon the resignation of Executive without Good Reason. Termination for "Cause" shall mean termination of the Executive by with the Company for any “Cause,” and Employee may terminate this Agreement and Employee’s employment with the Company without “Good Reason” (as defined in Section 6.4), each upon at least 10 days’ notice to the other party. For purposes of this Agreement, “Cause” shall mean that one of the following reasons: events shall have occurred (athe “Cause Events”): (i) the Executive's willful criminal misconduct Employee having been convicted of, or habitual neglect in the performance having pleaded guilty or nolo contendere to, a felony (other than a traffic violation or by reason of vicarious liability) or a misdemeanor involving moral turpitude; (ii) Employee’s substantial and repeated failure or refusal to perform his lawful duties under this Agreement, (b) commission except during periods of any felony by the Executivephysical or mental incapacity, (c) the Executive's commission of any felony involving fraud, dishonesty or moral turpitude, (d) the Executive's material otherwise materially breach of any material provision of this Agreement that remains uncured ten (10) days following receipt by the Executive from Company of written notice thereof, unless such breach is of a kind not susceptible to cure within such ten (10) day period, (e) material violation of any Company policies by Executive, (f) the Executive's material dishonesty, moral, turpitude, fraud or misrepresentation, if not disclosed, with respect to his material duties or the Executive's misrepresentation in inducement to enter into obligations under this Agreement, or (g) any willful or intentional action or inaction by the Executive resulting in any injury to the reputation of or the financial detriment of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been (i) delivered to him a notice of termination which shall include a statement to the effect that the Executive was guilty of conduct justifying termination for Cause, AND (ii) an opportunity given to him on not less than seventy two (72) hours' notice to be heard before at least a majority of the Board of Directors. "Good Reason" shall be defined as (i) demotion of Executive from the position of Chief Executive Officer without the consent of the Executive; (ii) any attempt to decrease the Executive's Base Salary; (iii) Employee’s willful misconduct or gross negligence with respect to any breach material aspect of this Agreement by the Company’s business, which willful misconduct or gross negligence has a material and demonstrable adverse effect on the Company; or (iv) any requirement that material misappropriation or embezzlement of the Executive relocate property of the Company or any of its affiliates by Employee. The Board of Directors shall provide written notice to an office more than 30 miles from Las VegasEmployee setting forth the applicable Cause Event, Nevadaand (with respect to the occurrence of a Cause Event occurring pursuant either to subclause (ii) or (iii) above) Employee shall have 15 days (the “Cure Period”) in which to cure such Cause Event. In If Employee fails to cure said Cause Event within the event the Executive is discharged for any other reason whatsoever Cure Period, this Agreement and Employee’s employment with the Company shall be obligated terminate without any further action of the parties as of the end of the Cure Period. If this Agreement and Employee’s employment with the Company are terminated by the Company with Cause, or if Employee terminates this Agreement and Employee’s employment with the Company without Good Reason, the Company shall have no further obligation to Employee other than the obligation of Company to pay to Employee the Executive a severance sum in cashAccrued Obligations. The severance amount Said payments of the Accrued Obligations shall be calculated by taking the sum of all shares held by the Executive plus any shares held in trust or by an entity where the Executive is the beneficial owner of said shares and combining all share amounts. This shall also include any shares, options, or warrants which are contractually obligated by the company and the total of these instruments shall be added to the share count as if earned. The severance amount to be paid shall be based made on the total share count multiplied by the market share price of the trailing 14 day trading average times twenty percent (20%). Said severance sum shall be same dates as such payments would have been paid to Employee had this Agreement and Employee’s employment with the Executive prior to any termination becoming effective. Failure by Company not been terminated for Cause or had Employee not terminated this Agreement and Employee’s employment with the company to pay the full amount of the severance to the Executive within 5 days of the notice of termination, unless Executive agrees in writing to alternative terms, will negate any discharge of the ExecutiveCompany without Good Reason.

For Cause or Without Good Reason. The Company may terminate the Executive's ’s employment and all of the Executive's ’s rights to receive Base Salary and Bonuses hereunder for Cause or upon the resignation of Executive without Good Reason. Termination for "“Cause" ” shall mean termination of the Executive by the Company for any of the following reasons: (a) the Executive's ’s willful criminal misconduct or habitual neglect in the performance of his duties under this Agreement, (b) commission of any felony by the Executive, (c) the Executive's ’s commission of any felony involving fraud, dishonesty or moral turpitude, (d) the Executive's ’s material breach of any material provision of this Agreement that remains uncured ten thirty (1030) days following receipt by the Executive from Company of written notice thereof, unless such breach is of a kind not susceptible to cure within such ten thirty (1030) day period, (e) material violation of any Company policies by Executive, (f) the Executive's ’s material dishonesty, moral, moral turpitude, fraud or misrepresentation, if not disclosed, with respect to his material duties or the Executive's ’s misrepresentation in inducement to enter into this Agreement, or (g) any willful or intentional action or inaction by the Executive resulting in any injury to the reputation of or the financial detriment of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been (i) delivered to him a notice of termination which shall include a statement to the effect that the Executive was guilty of conduct justifying termination for Cause, AND (ii) an opportunity given to him on not less than seventy two (72) hours' ’ notice to be heard before at least a majority of the Board of Directors. "“Good Reason" ” shall be defined as (i) demotion of Executive from the position of Chief Executive Officer Director of Sales and Marketing without the consent of the Executive; (ii) any attempt to decrease the Executive's ’s Base Salary; (iii) any breach of this Agreement by the Company; or (iv) any requirement that the Executive relocate to an office more than 30 60 miles from Las Vegas, NevadaExecutive’s residence. In the event the Executive is discharged for any other reason whatsoever the Company shall be obligated to pay the Executive a severance sum in cashcash or by note as mutually agreed. The severance amount shall be calculated by taking the sum of all shares held by the Executive plus any shares held in trust or by an entity where the Executive is the beneficial owner of said shares and combining all share amounts. This shall also include any shares, options, or warrants which are contractually obligated by the company and the total of these instruments shall be added to the share count as if earned. The severance amount to be paid shall be based on the total share count multiplied by the market share price of the trailing 14 14-day trading average times plus twenty percent (20%). Said severance sum shall be paid to the Executive prior to any termination becoming effective. Failure by the company to pay the full amount of the severance to the Executive within 5 days 2 weeks of the notice of termination, unless Executive agrees in writing to alternative terms, will negate any discharge of the Executive.

For Cause or Without Good Reason. The Company may terminate the Executive's ’s employment and all of the Executive's ’s rights to receive Base Salary and Bonuses hereunder for Cause or upon the resignation of Executive without Good Reason. Termination for "“Cause" ” shall mean termination of the Executive by the Company for any of the following reasons: (a) the Executive's ’s willful criminal misconduct or habitual neglect in the performance of his duties under this Agreement, (b) commission of any felony by the Executive, (c) the Executive's ’s commission of any felony involving fraud, dishonesty or moral turpitude, (d) the Executive's ’s material breach of any material provision of this Agreement that remains uncured ten thirty (1030) days following receipt by the Executive from Company of written notice thereof, unless such breach is of a kind not susceptible to cure within such ten thirty (1030) day period, (e) material violation of any Company policies by Executive, (f) the Executive's ’s material dishonesty, moral, moral turpitude, fraud or misrepresentation, if not disclosed, with respect to his material duties or the Executive's ’s misrepresentation in inducement to enter into this Agreement, or (g) any willful or intentional action or inaction by the Executive resulting in any injury to the reputation of or the financial detriment of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been (i) delivered to him a notice of termination which shall include a statement to the effect that the Executive was guilty of conduct justifying termination for Cause, AND (ii) an opportunity given to him on not less than seventy two (72) hours' ’ notice to be heard before at least a majority of the Board of Directors. "“Good Reason" ” shall be defined as (i) demotion of Executive from the position of Chief Executive Officer and President without the consent of the Executive; (ii) any attempt to decrease the Executive's ’s Base Salary; (iii) any breach of this Agreement by the Company; or (iv) any requirement that the Executive relocate to an office more than 30 60 miles from Las Vegas, NevadaExecutive’s residence. In the event the Executive is discharged for any other reason whatsoever the Company shall be obligated to pay the Executive a severance sum in cashcash or by note as mutually agreed. The severance amount shall be calculated by taking the sum of all shares held by the Executive plus any shares held in trust or by an entity where the Executive is the beneficial owner of said shares and combining all share amounts. This shall also include any shares, options, or warrants which are contractually obligated by the company and the total of these instruments shall be added to the share count as if earned. The severance amount to be paid shall be based on the total share count multiplied by the market share price of the trailing 14 14-day trading average times plus twenty percent (20%). Said severance sum shall be paid to the Executive prior to any termination becoming effective. Failure by the company to pay the full amount of the severance to the Executive within 5 days 2 weeks of the notice of termination, unless Executive agrees in writing to alternative terms, will negate any discharge of the Executive.

For Cause or Without Good Reason. The (a) Your employment with the Company may terminate the Executive's employment and all of the Executive's rights to receive Base Salary and Bonuses hereunder for Cause or upon the resignation of Executive without Good Reason. Termination for "Cause" shall mean termination of the Executive be terminated by the Company for Cause (as defined below) or by you without Good Reason (as defined below). If your employment is terminated by the Company for Cause or by you without Good Reason, then you shall be entitled to receive: (i) any accrued but unpaid portion of the Base Salary and accrued but unused vacation in accordance with the Company’s corresponding policies then in effect, which shall be paid on the pay date immediately following reasons: the date of termination of your employment with the Company (the “Termination Date”), in accordance with the Company’s customary payroll procedures; (ii) reimbursement for unreimbursed business expenses properly incurred by you, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iii) such employee benefits (including equity compensation), if any, as to which you may be entitled under the Company’s employee benefit plans as of the Termination Date. (a) (i) through 1.1(a)(iii) are referred to herein collectively as the Executive's willful criminal misconduct or habitual neglect in the performance of his duties under this Agreement, “Accrued Amounts.” (b) commission For purposes of this letter agreement, “Cause” shall mean: (i) your failure to perform your duties (other than any such failure resulting from incapacity due to physical or mental illness); (ii) your failure to comply with any valid and legal directive of the Board; (iii) your engagement in dishonesty, illegal conduct or misconduct, which is, in each case, materially injurious to the Company; (iv) your embezzlement, misappropriation or fraud relating to your employment with the Company; (v) your conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony by the Executive, (cor state law equivalent) the Executive's commission of any felony or a crime that constitutes a misdemeanor involving fraud, dishonesty or moral turpitude, ; (dvi) your violation of a material policy of the Executive's Company after reasonable opportunity to cure; (vii) your material breach of any material provision of obligation under this Agreement that remains uncured ten (10) days following receipt by the Executive from Company of letter agreement or any other written notice thereof, unless such breach is of a kind not susceptible to cure within such ten (10) day period, (e) material violation of any Company policies by Executive, (f) the Executive's material dishonesty, moral, turpitude, fraud or misrepresentation, if not disclosed, with respect to his material duties or the Executive's misrepresentation in inducement to enter into this Agreement, or (g) any willful or intentional action or inaction by the Executive resulting in any injury to the reputation of or the financial detriment of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless agreement between you and until there shall have been (i) delivered to him a notice of termination which shall include a statement to the effect that the Executive was guilty of conduct justifying termination for Cause, AND (ii) an opportunity given to him on not less than seventy two (72) hours' notice to be heard before at least a majority of the Board of Directors. "Good Reason" shall be defined as (i) demotion of Executive from the position of Chief Executive Officer without the consent of the Executive; (ii) any attempt to decrease the Executive's Base Salary; (iii) any breach of this Agreement by the Company; or (ivviii) any requirement material failure by you to comply with the Company’s written policies or rules, as they may be in effect from time to time during your employment with the Company. For purposes of this provision, no act or failure to act on your part shall be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the Executive relocate best interests of the Company. Any act, or failure to an office more than 30 miles from Las Vegasact, Nevada. In based upon authority given pursuant to a resolution duly adopted by the event Board or upon the Executive is discharged advice of counsel for any other reason whatsoever the Company shall be obligated conclusively presumed to pay the Executive a severance sum in cash. The severance amount shall be calculated by taking the sum of all shares held by the Executive plus any shares held in trust or by an entity where the Executive is the beneficial owner of said shares and combining all share amounts. This shall also include any shares, optionsdone, or warrants which are contractually obligated by the company and the total of these instruments shall be added to the share count as if earned. The severance amount omitted to be paid shall be based on done, by you in good faith and in the total share count multiplied by the market share price best interests of the trailing 14 day trading average times twenty percent (20%). Said severance sum shall be paid to the Executive prior to any termination becoming effective. Failure by the company to pay the full amount of the severance to the Executive within 5 days of the notice of termination, unless Executive agrees in writing to alternative terms, will negate any discharge of the ExecutiveCompany.

For Cause or Without Good Reason. The Company may terminate the Executive's employment and all of the Executive's rights to receive Base Salary and Bonuses hereunder for Cause or upon the resignation of Executive without Good Reason. Termination for "Cause" shall mean termination of the Executive by the Company for any of the following reasons: (a) the Executive's willful criminal misconduct or habitual neglect in the performance of his duties under this Agreement, (b) commission of any felony by the Executive, (c) the Executive's commission of any felony involving fraud, dishonesty or moral turpitude, (d) the Executive's material breach of any material provision of this Agreement that remains uncured ten (10) days following receipt by the Executive from Company of written notice thereof, unless such breach is of a kind not susceptible to cure within such ten (10) day period, (e) material violation of any Company policies by Executive, (f) the Executive's material dishonesty, moral, turpitude, fraud or misrepresentation, if not disclosed, with respect to his material duties or the Executive's misrepresentation in inducement to enter into this Agreement, or (g) any willful or intentional action or inaction by the Executive resulting in any injury to the reputation of or the financial detriment of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been (i) delivered to him a notice of termination which shall include a statement to the effect that the Executive was guilty of conduct justifying termination for Cause, AND and (ii) an opportunity given to him on not less than seventy two (72) hours' notice to be heard before at least a majority of the Board of Directors. "Good Reason" shall be defined as (i) demotion of Executive from the position of Chief Executive Financial Officer without the consent of the Executive; (ii) any attempt to decrease the Executive's Base Salary; (iii) any breach of this Agreement by the Company; or (iv) any requirement that the Executive relocate to an office more than 30 miles from Las Vegas, Nevada. In the event the Executive is discharged for any other reason whatsoever the Company shall be obligated to pay the Executive a severance sum in cash. The severance amount shall be calculated by taking the sum of all shares held by the Executive plus any shares held in trust or by an entity where the Executive is the beneficial owner of said shares and combining all share amounts. This shall also include any shares, options, or warrants which are contractually obligated by the company and the total of these instruments shall be added to the share count as if earned. The severance amount to be paid shall be based on the total share count multiplied by the market share price of the trailing 14 day trading average times twenty percent (20%). Said severance sum shall be paid to the Executive prior to any termination becoming effective. Failure by the company to pay the full amount of the severance to the Executive within 5 days of the notice of termination, unless Executive agrees in writing to alternative terms, will negate any discharge of the Executive.

For Cause or Without Good Reason. i. The Company may terminate the ExecutiveEmployee's employment and all of hereunder may be terminated by the Executive's rights to receive Base Salary and Bonuses hereunder Company for Cause or upon by the resignation of Executive Employee without Good Reason. If the Employee's employment is terminated by the Company for Cause or by the Employee without Good Reason, the Employee shall be entitled to receive the following (the "Accrued Amounts"): (A) any accrued but unpaid Base Salary and Commission Payments and accrued but unused vacation which shall be paid on the pay date immediately following the Termination Date (as defined below) in accordance with the Company's customary payroll procedures; (B) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date; (C) reimbursement for unreimbursed business expenses properly incurred by the Employee, which shall be subject to and paid in accordance with the Company's expense reimbursement policy; and (D) such employee benefits (including equity compensation), if any, to which the Employee may be entitled under the Company's employee benefit plans as of the Termination Date. ii. For purposes of this Agreement, "Cause" shall mean termination mean: (A) the Employee's willful failure to perform his duties (other than any such failure resulting from incapacity due to physical or mental illness); (B) the Employee's willful failure to comply with any valid and legal directive of the Executive by Board; (C) the Employee's willful engagement in dishonesty, illegal conduct or gross misconduct, which is, in each case, materially injurious to the Company for any of the following reasons: or its affiliates; (aD) the ExecutiveEmployee's willful criminal misconduct embezzlement, misappropriation or habitual neglect in fraud, whether or not related to the performance of his duties under this Agreement, Employee's employment with the Company; (b) commission of any felony by the Executive, (cE) the ExecutiveEmployee's commission conviction of any or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving fraud, dishonesty or moral turpitude, if such felony or other crime is work-related, materially impairs the Employee's ability to perform services for the Company or results in material harm to the Company or its affiliates; (dF) the ExecutiveEmployee's violation of a material policy of the Company; or (G) the Employee's material breach of any material provision obligation under this Agreement. For purposes of this Agreement that remains uncured ten (10) days following receipt provision, no act or failure to act on the part of the Employee shall be considered "willful" unless it is done, or omitted to be done, by the Executive from Company of written notice thereof, unless such breach is of a kind not susceptible to cure within such ten (10) day period, (e) material violation of any Company policies by Executive, (f) Employee in bad faith or without reasonable belief that the ExecutiveEmployee's material dishonesty, moral, turpitude, fraud or misrepresentation, if not disclosed, with respect to his material duties or the Executive's misrepresentation in inducement to enter into this Agreement, or (g) any willful or intentional action or inaction by omission was in the Executive resulting in any injury to the reputation of or the financial detriment best interests of the Company. Notwithstanding the foregoingAny act, the Executive shall not be deemed or failure to have been terminated for Cause unless and until there shall have been (i) delivered act, based upon authority given pursuant to him a notice of termination which shall include a statement to the effect that the Executive was guilty of conduct justifying termination for Cause, AND (ii) an opportunity given to him on not less than seventy two (72) hours' notice to be heard before at least a majority of resolution duly adopted by the Board or upon the advice of Directors. "Good Reason" shall be defined as (i) demotion of Executive from the position of Chief Executive Officer without the consent of the Executive; (ii) any attempt to decrease the Executive's Base Salary; (iii) any breach of this Agreement by the Company; or (iv) any requirement that the Executive relocate to an office more than 30 miles from Las Vegas, Nevada. In the event the Executive is discharged counsel for any other reason whatsoever the Company shall be obligated conclusively presumed to pay the Executive a severance sum in cash. The severance amount shall be calculated by taking the sum of all shares held done, or omitted to be done, by the Executive plus any shares held Employee in trust good faith and in the best interests of the Company. Except for a failure, breach or refusal which, by an entity where its nature, cannot reasonably be expected to be cured, the Executive is Employee shall have fifteen (15) business days from the beneficial owner delivery of said shares and combining all share amounts. This shall also include any shares, options, or warrants which are contractually obligated written notice by the company and the total of these instruments shall be added Company within which to the share count as if earned. The severance amount to be paid shall be based on the total share count multiplied by the market share price of the trailing 14 day trading average times twenty percent (20%). Said severance sum shall be paid to the Executive prior to cure any termination becoming effective. Failure by the company to pay the full amount of the severance to the Executive within 5 days of the notice of termination, unless Executive agrees in writing to alternative terms, will negate any discharge of the Executiveacts constituting Cause.

For Cause or Without Good Reason. The Company may terminate the this Agreement and Executive's ’s employment and all of the Executive's rights to receive Base Salary and Bonuses hereunder for Cause or upon the resignation of Executive without Good Reason. Termination for "Cause" shall mean termination of the Executive by with the Company for any “Cause,” and Executive may terminate this Agreement and Executive’s employment with the Company without “Good Reason” (as defined in Section 6.4), each upon at least 10 days’ notice to the other party. For purposes of this Agreement, “Cause” shall mean that one of the following reasons: events shall have occurred (athe “Cause Events”): (i) the Executive having been convicted of, or having pleaded guilty or nolo contendere to, a felony (other than a traffic violation or by reason of vicarious liability) or a misdemeanor involving moral turpitude; (ii) Executive's willful criminal misconduct ’s substantial and repeated failure or habitual neglect in the performance of refusal to perform his lawful duties under this Agreement, (b) commission except during periods of any felony by the Executivephysical or mental incapacity, (c) the Executive's commission of any felony involving fraud, dishonesty or moral turpitude, (d) the Executive's material otherwise materially breach of any material provision of this Agreement that remains uncured ten (10) days following receipt by the Executive from Company of written notice thereof, unless such breach is of a kind not susceptible to cure within such ten (10) day period, (e) material violation of any Company policies by Executive, (f) the Executive's material dishonesty, moral, turpitude, fraud or misrepresentation, if not disclosed, with respect to his material duties or the Executive's misrepresentation in inducement to enter into obligations under this Agreement, or (g) any willful or intentional action or inaction by the Executive resulting in any injury to the reputation of or the financial detriment of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been (i) delivered to him a notice of termination which shall include a statement to the effect that the Executive was guilty of conduct justifying termination for Cause, AND (ii) an opportunity given to him on not less than seventy two (72) hours' notice to be heard before at least a majority of the Board of Directors. "Good Reason" shall be defined as (i) demotion of Executive from the position of Chief Executive Officer without the consent of the Executive; (ii) any attempt to decrease the Executive's Base Salary; (iii) Executive’s willful misconduct or gross negligence with respect to any breach material aspect of this Agreement by the Company’s business, which willful misconduct or gross negligence has a material and demonstrable adverse effect on the Company; or (iv) any requirement that material misappropriation or embezzlement of the property of the Company or any of its affiliates by Executive. The Board of Managers shall provide written notice to Executive relocate setting forth the applicable Cause Event, and (with respect to an office more than 30 miles from Las Vegasthe occurrence of a Cause Event occurring pursuant either to subclause (ii) or (iii) above) Executive shall have 15 days (the “Cure Period”) in which to cure such Cause Event. If Executive fails to cure said Cause Event within the Cure Period, Nevada. In the event the Executive is discharged for any other reason whatsoever this Agreement and Executive’s employment with the Company shall be obligated terminate without any further action of the parties as of the end of the Cure Period. If this Agreement and Executive’s employment with the Company are terminated by the Company with Cause, or if Executive terminates this Agreement and Executive’s employment with the Company without Good Reason, the Company shall have no further obligation to Executive other than the obligation of Company to pay to Executive the Executive a severance sum in cashAccrued Obligations. The severance amount Said payments of the Accrued Obligations shall be calculated by taking the sum of all shares held by the Executive plus any shares held in trust or by an entity where the Executive is the beneficial owner of said shares and combining all share amounts. This shall also include any shares, options, or warrants which are contractually obligated by the company and the total of these instruments shall be added to the share count as if earned. The severance amount to be paid shall be based made on the total share count multiplied by the market share price of the trailing 14 day trading average times twenty percent (20%). Said severance sum shall be same dates as such payments would have been paid to Executive had this Agreement and Executive’s employment with the Company not been terminated for Cause or had Executive prior to any termination becoming effective. Failure by not terminated this Agreement and Executive’s employment with the company to pay the full amount of the severance to the Executive within 5 days of the notice of termination, unless Executive agrees in writing to alternative terms, will negate any discharge of the ExecutiveCompany without Good Reason.

For Cause or Without Good Reason. The Company may terminate (not During the Change of Control Tail Period). If, during the Term (other than during the Change of Control Tail Period (as defined below)), Executive's ’s employment and all of the Executive's rights to receive Base Salary and Bonuses hereunder for Cause or upon the resignation of Executive without Good Reason. Termination for "Cause" shall mean termination of the Executive is terminated (i) by the Company for Cause or (ii) by Executive for any reason other than for Good Reason (as defined below), the Company shall pay to Executive (A) any unpaid Base Salary accrued through the Termination Date and (B) any unpaid Benefits accrued through the Termination Date to which Executive is entitled under any plans, programs or arrangements applicable to terminated employees in which Executive participates. The payments described in clause (A) above shall be made within 90 days (or by such earlier date as may be required by applicable law) following the Termination Date, and the payments described in clause (B) above shall be made in accordance with the provisions of the applicable plans, programs and arrangements maintained by the Company with respect to such payments or as otherwise required by applicable law. c. Without Cause or for Good Reason (not During the Change of Control Tail Period). If, during the Term (other than during the Change of Control Tail Period), Executive’s employment is terminated (i) by the Company without Cause or (ii) by Executive for Good Reason (as defined below), the Company shall pay to Executive (A) any unpaid Base Salary accrued through the Termination Date, (B) any unpaid Benefits accrued through the Termination Date to which Executive is entitled under any plans, programs or arrangements applicable to terminated employees in which Executive participates, and (C) the following reasons: severance benefits (the “Without Cause/For Good Reason Severance Benefits”): (a) two years of Executive’s Base Salary in effect as of the Executive's willful criminal misconduct or habitual neglect Termination Date and two times (2x) the previous year’s Bonus, in the performance of his duties under this Agreement, each case paid as a lump sum (b) commission 18 months of any felony by Company-paid continued coverage (COBRA) for Executive and her eligible dependents under the Company’s existing health and benefit plans. As part of the Without Cause/For Good Reason Severance Benefits, Executive shall also immediately vest in all options, restricted stock and other Equity Incentive Compensation (as defined below), all of which shall be immediately available to exercise during the periods provided in the applicable plans and award documents granted to Executive; provided, (c) that, notwithstanding the Executive's commission of any felony involving fraud, dishonesty or moral turpitude, (d) the Executive's material breach of any material provision of this Agreement that remains uncured ten (10) days following receipt by the Executive from Company of written notice thereof, unless such breach is of a kind not susceptible to cure within such ten (10) day period, (e) material violation of any Company policies by Executive, (f) the Executive's material dishonesty, moral, turpitude, fraud or misrepresentation, if not disclosedforegoing, with respect to his material duties or the Executive's misrepresentation in inducement to enter into this Agreement, or (g) any willful or intentional action or inaction by the Executive resulting in any injury to the reputation of or the financial detriment of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been (i) delivered to him a notice of termination which shall include a statement to the effect that the Executive was guilty of conduct justifying termination for Cause, AND (ii) an opportunity given to him on not less than seventy two (72) hours' notice to be heard before at least a majority of the Board of Directors. "Good Reason" shall be defined as (i) demotion of Executive from the position of Chief Executive Officer without the consent of the Executive; (ii) any attempt to decrease the Executive's Base Salary; (iii) any breach of this Agreement by the Company; or (iv) any requirement that the Executive relocate to an office more than 30 miles from Las Vegas, Nevada. In the event the Executive is discharged for any other reason whatsoever the Company shall be obligated to pay the Executive a severance sum in cash. The severance amount shall be calculated by taking the sum of all shares held by the Executive plus any shares held in trust or by an entity where the Executive is the beneficial owner of said shares and combining all share amounts. This shall also include any shares, options, restricted stock or warrants which are contractually obligated by the company and the total of these instruments shall be added to the share count as if earned. The severance amount to be paid shall be other Equity Incentive Compensation that vest based on the total share count multiplied by the market share price of the trailing 14 day trading average times twenty percent (20%). Said severance sum shall be paid to the Executive prior to any termination becoming effective. Failure by the company to pay the full amount of the severance to the Executive within 5 days of the notice of termination, unless Executive agrees in writing to alternative terms, will negate any discharge of the Executive.performance-based criteria

For Cause or Without Good Reason. The Company may terminate If the Executive's employment and all of -------------------------------- shall be terminated, at any time prior to the Expiration Date, for Cause or by him other than for Good Reason, the Executive shall be paid the Executive's rights to receive Annual Base Salary and Bonuses hereunder for Cause or upon through the resignation Date of Executive without Good ReasonTermination at the rate in effect at the time Notice of Termination is given. Termination for "Cause" The Company shall mean termination of thereafter have no further obligations to the Executive by the Company for any of the following reasons: (a) the Executive's willful criminal misconduct or habitual neglect in the performance of his duties under this Agreement, (b) commission of any felony by the Executive, (c) the Executive's commission of any felony involving fraud, dishonesty or moral turpitude, (d) the Executive's material breach of any material provision of this Agreement that remains uncured ten (10) days following receipt by the Executive from Company of written notice thereof, unless such breach is of a kind not susceptible to cure within such ten (10) day period, (e) material violation of any Company policies by Executive, (f) the Executive's material dishonesty, moral, turpitude, fraud or misrepresentation, if not disclosed, with respect to his material duties or the Executive's misrepresentation in inducement to enter into this Agreement, or (g) any willful or intentional action or inaction by the Executive resulting in any injury to the reputation of or the financial detriment of the Company. Notwithstanding the foregoing, in the event of the termination by Executive of his employment without Good Reason at any time within the twelve (12) month period following the date of the occurrence of a "Change of Control" as defined below, the Company shall not be deemed pay to Executive, in addition to Executive's Annual Base Salary through the Date of Termination, a lump sum payment in an amount equal to the prorata portion of Executive's Annual Base Salary which would have been terminated payable to Executive during the three (3) month period following the Date of Termination. In addition, notwithstanding the foregoing or any provisions of any stock option or stock award agreement, in the event of such termination following a "Change in Control," all unvested Common Shares of the Company owned or held by Executive (whether restricted or unrestricted) and all unvested options or other rights to acquire Common Shares of the Company shall become immediately vested and no longer subject to forfeiture or shall become fully vested and immediately exercisable for Cause unless the sixty (60) days following Executive's termination of employment, as applicable. In the event of any conflict between the provisions of any stock option award agreement or any agreement evidencing a grant of restricted stock or other similar award and until there the foregoing provisions, the foregoing provisions shall have been control. A "Change in Control" for purposes of this Agreement shall mean the occurrence of any of the following events: (i) delivered to him a notice any "person" or "group" of termination which shall include a statement to the effect that the Executive was guilty of conduct justifying termination for Causepersons, AND (ii) an opportunity given to him on not less than seventy two (72) hours' notice to be heard before at least a majority as such terms are used in Sections 13 and 14 of the Board Securities Exchange Act of Directors. 1934, as amended (the "Good ReasonExchange Act"), other than any employee benefit plan sponsored by the Company, becomes the "beneficial owner," shall be defined as (i) demotion of Executive from the position of Chief Executive Officer without the consent such term is used in Section 13 of the ExecutiveExchange Act, of thirty percent (30%) or more of the Common Shares of the Company issued and outstanding immediately prior to such acquisition; (ii) any attempt Common Shares of the Company are purchased pursuant to decrease the Executive's Base Salary; (iii) any breach of this Agreement a tender or exchange offer other than an offer by the Company; or (iviii) any requirement that the Executive relocate to an office more than 30 miles from Las Vegas, Nevada. In the event the Executive is discharged for any other reason whatsoever dissolution or liquidation of the Company shall be obligated to pay or the Executive a severance sum in cash. The severance amount shall be calculated by taking consummation of any merger or consolidation of the sum Company or any sale or other disposition of all shares held by or substantially all of its assets, if the Executive plus any shares held in trust or by an entity where the Executive is the beneficial owner of said shares and combining all share amounts. This shall also include any shares, options, or warrants which are contractually obligated by the company and the total of these instruments shall be added to the share count as if earned. The severance amount to be paid shall be based on the total share count multiplied by the market share price shareholders of the trailing 14 day trading average times twenty Company immediately before such transaction own, immediately after consummation of such transaction, equity securities (other than options and other rights to acquire equity securities) possessing less than thirty percent (2030%). Said severance sum shall be paid to the Executive prior to any termination becoming effective. Failure by the company to pay the full amount ) of the severance to the Executive within 5 days voting power of the notice of termination, unless Executive agrees in writing to alternative terms, will negate any discharge of the Executivesurviving or acquiring corporation.

For Cause or Without Good Reason. The Company may terminate the Executive's ’s employment and all of the Executive's ’s rights to receive Base Salary and Bonuses hereunder for Cause or upon the resignation of Executive without Good Reason. Termination for "“Cause" ” shall mean termination of the Executive by the Company for any of the following reasons: (a) the Executive's ’s willful criminal misconduct or habitual neglect in the performance of his duties under this Agreement, (b) commission of any felony by the Executive, (c) the Executive's ’s commission of any felony misdemeanor involving fraud, dishonesty or moral turpitude, (d) the Executive's ’s material breach of any material provision of this Agreement that remains uncured ten (10) days following receipt by the Executive from Company of written notice thereof, unless such breach is of a kind not susceptible to cure within such ten (10) day period, (e) material violation of any Company policies by Executive, (f) the Executive's ’s material dishonesty, moral, moral turpitude, fraud or misrepresentation, if not disclosed, misrepresentation with respect to his material duties or the Executive's ’s misrepresentation in inducement to enter into this Agreement, or (g) any willful or intentional action or inaction by the Executive resulting in any injury to the reputation of or the financial detriment of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been (i) delivered to him a notice of termination which shall include a statement to the effect that the Executive was guilty of conduct justifying termination for Cause, AND (ii) an opportunity given to him on not less than seventy two (72) hours' 72 hours notice to be heard before at least lest a majority of the Board of Directors. "“Good Reason" ” shall be defined as (i) demotion of Executive from the position of Chief Executive Officer President without the consent of the Executive; (ii) any attempt to decrease the Executive's ’s Base Salary; (iii) any breach of this Agreement by the Company; or (iv) any requirement that the Executive relocate to an office more than 30 miles from Las Vegas, Nevada. In the event the Executive is discharged for any other reason whatsoever the Company shall be obligated to pay the Executive a severance sum in cash. The severance amount shall be calculated by taking the sum of all shares held by the Executive plus any shares held in trust or by an entity where the Executive is the beneficial owner of said shares and combining all share amounts. This shall also include any shares, options, or warrants which are contractually obligated by the company and the total of these instruments shall be added to the share count as if earned. The severance amount to be paid shall be based on the total share count multiplied by the market share price of the trailing 14 day trading average times twenty percent (20%). Said severance sum shall be paid to the Executive prior to any termination becoming effective. Failure by the company to pay the full amount of the severance to the Executive within 5 days of the notice of termination, unless Executive agrees in writing to alternative terms, will negate any discharge of the Executive.