Common use of Resignation and Discharge Clause in Contracts

Resignation and Discharge. Employee may resign by giving two weeks' written notice to Company before resigning. Employee's death will constitute a voluntary resignation. Company may discharge Employee without cause upon two weeks' notice. If the Employment Period is terminated by resignation or discharge without cause, Employee will be paid Employee's salary on a pro-rata basis through the effective date of resignation or discharge ("Effective Date"), and if requested by Company, employee will continue to render Employee's services through the Effective Date. If Employee refuses, upon Company's requests, or fails to render services competently and in good faith to the Company's benefit through the Effective Date, Company may deem the Effective Date to be the date of refusal or failure, as the case may be. If during the Employment Period, Employee violates any provision or restriction or fails to perform any obligation contained in this Employment Agreement or in any Company policy or Company employment manual or practice, or, unless otherwise provided by Company policy or Company employment manual, (a) is reasonably believed by Company (i) to have failed to comply with any employment or nondiscrimination or similar law, regulation or policy, (ii) to abuse, as determined by the Company, alcohol or to use drugs, (other than as prescribed by Employee's physician), or (b) refuses to submit to testing for alcohol or drugs, or (c) is reasonably believed by Company to have committed or is charged with any felony or misdemeanor (except minor traffic violations and similar offenses), Company may immediately discharge Employee without liability for salary after the date of the discharge and without any other liability to Employee. In no event will Employee be entitled, upon resignation or discharge with or without cause, to payment for sick leave or similar benefits of any kind unless required by law or otherwise provided in a policy or employment manual adopted by the Board of Directors of Company.

Resignation and Discharge. Employee may resign by giving two weeks' written or be discharged pursuant to the terms of this paragraph. If Employee (i) resigns, Employee must give 30 days’ notice to Company before resigning. Employee's death will constitute a voluntary resignation. Company; (ii) is discharged for cause (as later defined), Company may discharge Employee immediately, without notice; or (iii) is discharged not for cause upon two weeks' noticefrom his responsibilities, Company must give 30 days’ notice to Employee. If the Employment Period Employee is terminated by resignation or discharge without discharged not for cause, Employee will be paid Employee's salary on (a) if such discharge occurs in connection with or within one year after a pro-rata basis through change in control of the effective date of resignation or discharge ("Effective Date"), and if requested by Company, employee will continue severance pay equal to render Employee's services through one year’s base pay of Employee in effect at the Effective Date. If Employee refuses, upon Company's requeststime of discharge payable in a single lump sum, or fails (b) if such discharge occurs at any other time, severance pay equal to render services competently six months’ base pay of Employee in effect at the time of discharge payable in monthly installments. For purposes of the preceding sentence, a “change in control” shall mean the acquisition of ownership or control by a single person, entity, or group of more than fifty percent (50%) of the then issued and in good faith to outstanding common shares of the Company's benefit through the Effective Date. For purposes of this paragraph, Company may deem the Effective Date to be the date of refusal or failure, as the case may be. If “for cause” means that during the Employment Period, Employee violates any provision or restriction or fails to perform any obligation contained in this Employment Agreement or in any Company policy or Company employment manual or practice, orEmployee, unless otherwise provided by Company policy or Company employment manual, (a) is reasonably believed by Company (i) to have failed to comply with any employment or nondiscrimination or similar law, regulation or policy, including without limitation securities or employment or non-discrimination or similar laws, regulations or policies, and that failure causes a significant financial, regulatory, operational or public perception detriment to Company, (ii) to abuse, as determined by the Company, alcohol or to use drugs, (other than as prescribed by Employee's ’s physician), or (b) refuses to submit to testing for alcohol or drugs, or (c) is reasonably believed by Company to have committed or is charged with any felony or misdemeanor involving moral turpitude, or (except minor traffic violations and similar offenses)d) through willful neglect, Company may immediately discharge Employee without liability for salary after the date of the discharge and without any other liability gross negligence, or malfeasance causes a significant financial, regulatory, operational or public perception detriment to EmployeeCompany. In no event will Employee be entitled, upon resignation or discharge with or without cause, to payment for sick leave or similar benefits of any kind unless required by law or otherwise provided in a policy or employment manual adopted A determination by the Board of Directors that Employee has failed to perform Employee’s responsibilities to the satisfaction of Companythe Board of Directors, without one or more of the other elements set out in this paragraph, is not “for cause”.

Resignation and Discharge. Employee may resign by giving two weeks' weeks written notice to Company before resigning. Employee's death will constitute a voluntary resignation. Company may discharge Employee without cause upon two weeks' noticeonly for cause. For purposes of this Agreement, the term "cause" shall include Employee's dishonesty, violation of any of the provisions of this Agreement, and Employee's indictment, conviction, plea of guilty or nolo contendere of any felony or a misdemeanor involving moral turpitude. If Employee is discharged for cause for other than criminal behavior, Employee will receive twelve months severance benefit, determined on Employee's base salary at the time of discharge. If Employment Period is terminated by resignation or discharge without causeresignation, Employee will be paid Employee's salary on a pro-pro rata basis through the effective date of resignation or discharge ("Effective Date"), and if requested by Company, employee Employee will continue to render Employee's Employees services through the Effective Date. If Employee refuses, upon Company's requestsrequest, or fails to render services competently and in good faith to the Company's benefit through the Effective Date, Company may deem the Effective Date to be the date of refusal or failure, as the case may be. If during the Employment Period, Employee violates any provision or restriction or fails to perform any obligation contained in this Employment Agreement or in any Company policy or Company employment manual or practice, or, unless otherwise provided by Company policy or Company employment manual, (a) is reasonably believed by Company (i) to have failed to comply with any employment or nondiscrimination or similar law, regulation or policy, (ii) to abuse, as determined by the Company, alcohol or to use drugs, (other than as prescribed by Employee's physician), or (b) refuses to submit to testing for alcohol or drugs, or (c) is reasonably believed by Company to have committed or is charged with any felony or misdemeanor (except minor traffic violations and similar offenses), Company may immediately discharge Employee without liability for salary after the date of the discharge and without any other liability to Employee. In no event will Employee be entitled, upon resignation or discharge with or without causedischarge, to payment for sick leave or similar benefits of any kind kind, unless required by law or otherwise provided in a policy or employment manual adopted by the Board of Directors of Company.

Resignation and Discharge. Employee may resign by giving two weeks' three months written notice to Company before resigning. Employee's death will constitute a voluntary resignation. Company may discharge Employee without cause upon two weeks' three months written notice. If the Employment Period is terminated by resignation or discharge without cause, Employee will be paid at Employee's salary on a pro-rata basis through the effective date of resignation or discharge ("Effective Date"), and if requested by Company, employee will continue to render Employee's services through the Effective Date. If In addition, for a period of two (2) years following Effective Date, Employee refuseswill remain a consultant to the Chief Executive Officer and Board of Directors of the Company. During that two year period, upon CompanyEmployee will be available to consult for up to 5 days per 3 month period, and will receive compensation, paid bi-weekly, at an annual rate of 10% of the Employee's requestsannual rate of pay at time of resignation. In addition, or fails to render services competently and in good faith to Employee will be designated by the Company's benefit through Board of Directors as eligible to participate in the Effective DateCompany's medical plans (including the medical, visual, dental and any substitute or similar plans adopted by Company). Company may deem and Employee will pay the Effective Date to be same respective shares of the date costs of refusal or failure, these plans as the case may beCompany and full-time employees of Company pay. If during the Employment Period, Employee violates any provision or restriction or fails to perform any obligation contained in this Employment Agreement or in any Company policy or Company employment manual or practice, or, unless otherwise provided by Company policy or Company employment manual, (a) is reasonably believed by Company (i) to have failed to comply with any employment or nondiscrimination or similar law, regulation or policy, (ii) to abuse, as determined by the Company, alcohol or to use drugs, (other than as prescribed by Employee's physician), or (b) refuses to submit to testing for alcohol or drugs, or (c) is reasonably believed by Company to have committed or is charged with any felony or misdemeanor (except minor traffic violations and similar offenses), Company may immediately discharge Employee without liability for salary after the date of the discharge and without any other liability to Employee. In no event will Employee be entitled, upon resignation or discharge with or without cause, to payment for sick leave or similar benefits of any kind unless required by law or otherwise provided in a policy or employment manual adopted by the Board of Directors of Company.

Resignation and Discharge. Employee may resign by giving two weeks' written notice to Company before resigning. Employee's death will constitute a voluntary resignation. Company may discharge Employee without cause upon two weeks' notice. If the Employment Period is terminated by resignation or discharge without cause, Employee will be paid Employee's salary on a pro-rata basis through the effective date of resignation or discharge ("Effective Date"), and if requested by Company, employee will continue to render Employee's services through the Effective Date. If Employee refuses, upon Company's requests, or fails to render services competently and in good faith to the Company's benefit through the Effective Date, Company may deem the Effective Date to be the date of refusal or failure, as the case may be. If during the Employment Period, Employee violates any provision or restriction or fails to perform any obligation contained in this Employment Agreement or in any Company policy or Company employment manual or practice, or, unless otherwise provided by Company policy or Company employment manual, (a) is reasonably believed by Company (i) to have failed to comply with any employment or nondiscrimination or similar law, regulation or policy, (ii) to abuse, as determined by the Company, alcohol or to use drugs, (other than as prescribed by Employee's physician), or (b) refuses to submit to testing for alcohol or drugs, or (c) is reasonably believed by Company to have committed or is charged with any felony or misdemeanor (except minor traffic violations and similar offenses), Company may immediately discharge Employee without liability for salary after the date of the discharge and without any other liability to Employee. In no event will Employee be entitled, upon resignation or discharge with or without cause, to payment for sick leave or similar benefits of any kind unless required by law or otherwise provided in a policy or employment manual adopted by the Board of Directors of Company.

Resignation and Discharge. Employee may resign by giving two weeks' written notice to Company before resigning. Employee's death will constitute a voluntary resignation. Company may discharge Employee without cause upon two weeks' notice. If the Employment Period is terminated by resignation or discharge without cause, Employee will be paid Employee's salary on a pro-rata basis through the effective date of resignation or discharge ("Effective Date"), and if requested by Company, employee will continue to render Employee's services through the Effective Date. In addition, if the Employee's employment should be terminated without cause, Employee will be entitled to receive six months severance pay payable as a lump sum distribution or, if the Employee elects, paid in equal installments every two weeks until fully paid on the Company's regular scheduled paydays. If Employee refuses, upon Company's requests, or fails to render services competently and in good faith to the Company's benefit through the Effective Date, Company may deem the Effective Date to be the date of refusal or failure, as the case may be. If during the Employment Period, Employee violates any provision or restriction or fails to perform any obligation contained in this Employment Agreement or in any Company policy or Company employment manual or practice, or, unless otherwise provided by Company policy or Company employment manual, (a) is reasonably believed by Company (i) to have failed to comply with any employment or nondiscrimination or similar law, regulation or policy, (ii) to abuse, as determined by the Company, alcohol or to use drugs, (other than as prescribed by Employee's physician), or (b) refuses to submit to testing for alcohol or drugs, or (c) is reasonably believed by Company to have committed or is charged with any felony or misdemeanor (except minor traffic violations and similar offenses), Company may immediately discharge Employee without liability for salary after the date of the discharge and without any other liability to Employee. In no event will Employee be entitled, upon resignation or discharge with or without cause, to payment for sick leave or similar benefits of any kind unless required by law or otherwise provided in a policy or employment manual adopted by the Board of Directors of Company.

Resignation and Discharge. Employee may resign by giving two weeks' six months written notice to Company before resigningresigning and agrees to provide this minimum notice during the first two years of this agreement. In the event of a voluntary resignation by Employee, the Employee will be paid through the Effective Date of resignation. Employee's death will constitute a voluntary resignation.. If during the initial two-year Employment Period Employee is terminated by discharge without cause Employee will be paid at Employee's then current salary through the initial two-year minimum term of this agreement plus a six month termination period. Once the initial two-year term of this agreement is completed, during each successive one-year renewal Company may discharge Employee without cause upon two weeks' six months written notice. If the Employment Period is terminated by resignation or discharge without cause, and Employee will be paid Employee's at his then current salary on a pro-rata basis through the effective date of resignation or discharge ("Effective Date"), and if requested by Company, employee will continue to render Employee's services through the Effective Date. If Employee refuses, upon Company's requests, or fails to render services competently and in good faith to the Company's benefit through the Effective Date, Company may deem the Effective Date to be the date of refusal or failure, as the case may betermination date. If during the Employment Period, Employee violates any provision or restriction or fails to perform any obligation contained in this Employment Agreement or in any Company policy or Company employment manual or practice, or, unless otherwise provided by Company policy or Company employment manual, (a) is reasonably believed by Company (i) to have failed to comply with any employment or nondiscrimination or similar law, regulation or policy, (ii) to abuse, as determined by the Company, alcohol or to use drugs, (other than as prescribed by Employee's physician), or (b) refuses to submit to testing for alcohol or drugs, or (c) is reasonably believed by Company to have committed or is charged with any felony or misdemeanor (except minor traffic violations and similar offenses), Company may immediately discharge Employee without liability for salary after the date of the discharge and without any other liability to Employee. In no event will Employee be entitled, upon resignation or discharge with or without cause, to payment for sick leave or similar benefits of any kind unless required by law or otherwise provided in a policy or employment manual adopted by the Board of Directors of Company.

Resignation and Discharge. Employee may resign by giving two weeks' written or be discharged pursuant to the terms of this paragraph. If Employee (i) resigns, Employee must give 30 days’ notice to Company before resigning. Employee's death will constitute a voluntary resignation. Company; (ii) is discharged for cause (as later defined), Company may discharge Employee immediately, without notice; or (iii) is discharged not for cause upon two weeks' noticefrom his responsibilities as Chief Executive Officer, Company must give 30 days’ notice to Employee. If the Employment Period Employee is terminated by resignation or discharge without discharged from his position as Executive Chairman not for cause, Employee will be paid Employee's salary on a pro-rata basis through severance pay equal to six month’s base pay in effect at the effective date time of resignation termination payable in monthly installments. For two years following the termination period from the position of Executive Chairman, whether voluntary or discharge ("Effective Date")involuntary termination has occurred, and if requested by Company, employee will the Company agrees to continue to render Employee's services through employ the Effective Date. If Employee refuses, upon Company's requests, or fails to render services competently and in good faith as an advisor to the Company's benefit through the Effective DateBoard of Directors at an annual rate of pay of $40,000. For purposes of this paragraph, Company may deem the Effective Date to be the date of refusal or failure, as the case may be. If “for cause” means that during the Employment Period, Employee violates any provision or restriction or fails to perform any obligation contained in this Employment Agreement or in any Company policy or Company employment manual or practice, orEmployee, unless otherwise provided by Company policy or Company employment manual, (a) is reasonably believed by Company (i) to have failed to comply with any employment or nondiscrimination or similar law, regulation or policy, including without limitation securities or employment or non-discrimination or similar laws, regulations or policies, and that failure causes a significant financial, regulatory, operational or public perception detriment to Company, (ii) to abuse, as determined by the Company, alcohol or to use drugs, (other than as prescribed by Employee's ’s physician), or (b) refuses to submit to testing for alcohol or drugs, or (c) is reasonably believed by Company to have committed or is charged with any felony or misdemeanor involving moral turpitude, or (except minor traffic violations and similar offenses)d) through willful neglect, Company may immediately discharge Employee without liability for salary after the date of the discharge and without any other liability gross negligence, or malfeasance causes a significant financial, regulatory, operational or public perception detriment to EmployeeCompany. In no event will Employee be entitled, upon resignation or discharge with or without cause, to payment for sick leave or similar benefits of any kind unless required by law or otherwise provided in a policy or employment manual adopted A determination by the Board of Directors that Employee has failed to perform Employee’s responsibilities to the satisfaction of Companythe Board of Directors, without one or more of the other elements set out in this paragraph, is not “for cause”.

Resignation and Discharge. Employee may resign by giving two weeksor be discharged pursuant to the terms of this paragraph. If Employee (i) resigns, Employee must give 30 days' written notice to Company before resigning. Employee's death will constitute a voluntary resignation. Company; (ii) is discharged for cause (as later defined), Company may discharge Employee immediately, without notice; or (iii) is discharged not for cause upon two weeksfrom his responsibilities, Company must give 30 days' noticenotice to Employee. If the Employment Period Employee is terminated by resignation or discharge without discharged not for cause, Employee will be paid Employee's salary on severance pay equal to six months' base pay of Employee in effect at the time of discharge payable in monthly installments. In addition, for a pro-rata basis through period of one (1) year following the expiration of this Agreement or the effective date of resignation or discharge ("Effective Date")not for cause, and if requested by Company, employee Employee will continue to render as an executive officer of the Company with reduced duties as agreed upon by Employee's services through , senior management and the Effective DateBoard of Directors of the Company at an annual rate of pay of $40,000. If Employee refusesFor purposes of this paragraph, upon Company's requests, or fails to render services competently and in good faith to the Company's benefit through the Effective Date, Company may deem the Effective Date to be the date of refusal or failure, as the case may be. If "for cause" means that during the Employment Period, Employee violates any provision or restriction or fails to perform any obligation contained in this Employment Agreement or in any Company policy or Company employment manual or practice, orEmployee, unless otherwise provided by Company policy or Company employment manual, (a) is reasonably believed by Company (i) to have failed to comply with any employment or nondiscrimination or similar law, regulation or policy, including without limitation securities or employment or non-discrimination or similar laws, regulations or policies, and that failure causes a significant financial, regulatory, operational or public perception detriment to Company, (ii) to abuse, as determined by the Company, alcohol or to use drugs, (other than as prescribed by Employee's physician), or (b) refuses to submit to testing for alcohol or drugs, or (c) is reasonably believed by Company to have committed or is charged with any felony or misdemeanor involving moral turpitude, or (except minor traffic violations and similar offenses)d) through willful neglect, Company may immediately discharge Employee without liability for salary after the date of the discharge and without any other liability gross negligence, or malfeasance causes a significant financial, regulatory, operational or public perception detriment to EmployeeCompany. In no event will Employee be entitled, upon resignation or discharge with or without cause, to payment for sick leave or similar benefits of any kind unless required by law or otherwise provided in a policy or employment manual adopted A determination by the Board of Directors that Employee has failed to perform Employee's responsibilities to the satisfaction of Companythe Board of Directors, without one or more of the other elements set out in this paragraph, is not "for cause".

Resignation and Discharge. A. Employee may resign by giving two weeksor be discharged pursuant to the terms of this paragraph. If Employee (i) resigns, Employee must give 30 days' written notice to Company before resigning. Employee's death will constitute a voluntary resignation. Company; (ii) is discharged for cause (as later defined), Company may discharge Employee immediately, without cause upon two weeks' notice. If the Employment Period ; or (iii) is terminated by resignation or discharge without discharged not for cause, Company must give notice to Employee will be paid Employee's salary on a pro-rata basis through the effective date of resignation or discharge ("Effective Date"), and if requested as provided by Company, employee will continue to render Employee's services through the Effective Datewritten policy or employment manual or practice then in effect. If Employee refusesis discharged not for cause during the Initial Employment Period, upon Company will pay severance pay in the amount of Employee's base salary Employee would have been paid from termination until the expiration of the Initial Employment Period. If Employee is discharged not for cause during any Subsequent Employment Period, Company will pay severance pay in an amount determined in accordance with Company's requestswritten policy or employment manual or practice then in effect. B. For purposes of this paragraph, or fails to render services competently and in good faith to the Company's benefit through the Effective Date, Company may deem the Effective Date to be the date of refusal or failure, as the case may be. If "for cause" means that during the Employment Period, (a) Employee violates materially breaches any provision or restriction or materially fails to perform any obligation contained in this Employment Agreement Agreement, or (b) Employee materially fails to comply with any written Company policy otherwise, (c) the Company reasonably determines, in any Company accordance with the Company's written policy or Company employment manual or practice, or, unless otherwise provided by Company policy or Company employment manual, (a) is reasonably believed by Company that Employee (i) to have has failed to comply with any employment or nondiscrimination non-discrimination or similar law, regulation or policy, or (ii) to abuse, as determined by the Company, is abusing alcohol or to use using drugs, (other than as prescribed by Employee's physician), or (bd) Employee refuses to submit to testing for alcohol or drugs, or (ce) Employee is reasonably believed by Company to have committed or is charged with any felony or a misdemeanor (except minor traffic violations and similar offenses)which reflects upon Employee's integrity, Company may immediately discharge Employee without liability for salary after Employee's ability to perform Employee's duties, or the date integrity or reputation of the discharge and without any other liability to Employee. In no event will Employee be entitled, upon resignation or discharge with or without cause, to payment for sick leave or similar benefits of any kind unless required by law or otherwise provided in a policy or employment manual adopted by the Board of Directors of Company.