Common use of Resignation and Discharge Clause in Contracts

Resignation and Discharge. Employee may resign or be discharged pursuant to the terms of this paragraph. If Employee (i) resigns, Employee must give 30 days’ notice to Company; (ii) is discharged for cause (as later defined), Company may discharge Employee immediately, without notice; or (iii) is discharged not for cause from his responsibilities, Company must give 30 days’ notice to Employee. If Employee is discharged not for cause, Employee will be paid severance pay equal to six month’s base pay in effect at the time of termination payable in monthly installments. For purposes of this paragraph, “for cause” means that during the Employment Period, Employee, unless otherwise provided by Company policy or Company employment manual, (a) is reasonably believed by Company (i) to have failed to comply with any 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 (d) through willful neglect, gross negligence, or malfeasance causes a significant financial, regulatory, operational or public perception detriment to Company. A determination by the Board of Directors that Employee has failed to perform Employee’s responsibilities to the satisfaction of the 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 or be discharged pursuant to the terms of this paragraph. If Employee (i) resigns, Employee must give 30 days’ ' notice to Company; (ii) is discharged for cause (as later defined), Company may discharge Employee immediately, without notice; or (iii) is discharged not for cause from his responsibilities, Company must give 30 days’ ' notice to Employee. If Employee is discharged not for cause, Employee will be paid (a) if such discharge occurs in connection with or within one year after a change in control of the Company, severance pay equal to six month’s one year's base pay of Employee in effect at the time of termination discharge payable in a single lump sum, or (b) if such discharge occurs at any other time, severance pay equal to 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 outstanding common shares of the Company. For purposes of this paragraph, “"for cause” " means that during the Employment Period, Employee, unless otherwise provided by Company policy or Company employment manual, (a) is reasonably believed by Company (i) to have failed to comply with any 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 (d) through willful neglect, gross negligence, or malfeasance causes a significant financial, regulatory, operational or public perception detriment to Company. A determination by the Board of Directors that Employee has failed to perform Employee’s 's responsibilities to the satisfaction of the 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 or be discharged pursuant to the terms of this paragraph. If Employee (i) resigns, Employee must give 30 days’ notice to Company; (ii) is discharged for cause (as later defined), Company may discharge Employee immediately, without notice; or (iii) is discharged not for cause from his responsibilitiesresponsibilities as Chief Executive Officer, Company must give 30 days’ notice to Employee. If Employee is discharged from his position as Chief Executive Officer not for cause, Employee will be paid severance pay equal to six month’s base pay in effect at the time of termination payable in monthly installments. For two years following the termination period from the position of Chief Executive Officer, whether voluntary or involuntary termination has occurred, the Company agrees to continue to employ the Employee as an advisor to the Board of Directors at an annual rate of pay of $40,000. For purposes of this paragraph, “for cause” means that during the Employment Period, Employee, unless otherwise provided by Company policy or Company employment manual, (a) is reasonably believed by Company (i) to have failed to comply with any 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 (d) through willful neglect, gross negligence, or malfeasance causes a significant financial, regulatory, operational or public perception detriment to Company. A determination by the Board of Directors that Employee has failed to perform Employee’s responsibilities to the satisfaction of the 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 or be discharged pursuant to the terms of this paragraph. If Employee (i) resigns, Employee must give 30 days’ notice to Company; (ii) is discharged for cause (as later defined), Company may discharge Employee immediately, without notice; or (iii) is discharged not for cause from his responsibilities, Company must give 30 days’ notice to Employee. If Employee is discharged not for cause, Employee will be paid severance pay equal to six month’s base pay in effect at the time of termination payable in monthly installments. For purposes of this paragraph, “for cause” means that during the Employment Period, Employee, unless otherwise provided by Company policy or Company employment manual, (a) is reasonably believed by Company (i) to have failed to comply with any 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 (d) through willful neglect, gross negligence, or malfeasance causes a significant financial, regulatory, operational or public perception detriment to Company. A determination by the Board of Directors that Employee has failed to perform Employee’s responsibilities to the satisfaction of the Board of Directors, without one or more of the other elements set out in this paragraph, is not “for cause”.to

Resignation and Discharge. Employee may resign or be discharged pursuant to the terms of this paragraph. If Employee (i) resigns, Employee must give 30 days’ notice to Company; (ii) is discharged for cause (as later defined), Company may discharge Employee immediately, without notice; or (iii) is discharged not for cause from his responsibilities, Company must give 30 days’ ' notice to Employee. If Employee is discharged not for cause, Employee will be paid severance pay equal to six month’s months' base pay of Employee in effect at the time of termination discharge payable in monthly installments. In addition, for a period of one (1) year following the expiration of this Agreement or the effective date of discharge not for cause, Employee will continue as an executive officer of the Company with reduced duties as agreed upon by Employee, senior management and the Board of Directors of the Company at an annual rate of pay of $40,000. For purposes of this paragraph, “"for cause” " means that during the Employment Period, Employee, unless otherwise provided by Company policy or Company employment manual, (a) is reasonably believed by Company (i) to have failed to comply with any law, regulation or policy, including without limitation securities or employment or non-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 (d) through willful neglect, gross negligence, or malfeasance causes a significant financial, regulatory, operational or public perception detriment to Company. A determination by the Board of Directors that Employee has failed to perform Employee’s responsibilities to the satisfaction of the Board of Directors, without one or more of the other elements set out in this paragraph, is not “for cause”.