Common use of Termination by Employee for Cause Clause in Contracts

Termination by Employee for Cause. In the event of a Change of Control (as defined below) of the Company that results in either a substantial reduction or change of title in the Employee’s job duties related to his position as CFO or CEO, ,or a decrease in or a failure to provide the compensation or vested benefits under this Agreement or the Company initiates a substantial reduction or change of title in the Employee’s job duties related to his position as CFO, Employee shall have the right to resign his employment and will be entitled to a lump sum severance payment equal to twelve (12) months of Employee’s then base salary payable within thirty (30) days after the date of termination In addition, Employee will be entitled to payment of all unused vacation days at his current daily rate and a lump sum equal to all deferred salaries and earned bonuses. In addition, all Employee’s then outstanding but unvested stock options shall vest one hundred percent (100%). Employee shall have 12 months from the date written notice is given to Employee about the announcement and closing of a transaction resulting in a Change in Control of the Company that would result in a substantial change in the Employee’s job duties or decrease his compensation or vested benefits under this Agreement to resign or this Section 4(c) shall not apply. In the event Employee resigns from the Company for any other reason, Employee will not be entitled to receive or accrue any further Company benefits or other remuneration under this Agreement, and Employee specifically agrees that he will not be entitled to receive any severance pay. For purposes of this Section 4, a Change in Control shall be deemed to have occurred if any of the following occur:

Termination by Employee for Cause. In the event of a Change of Control (as defined below) of the Company that results in either there occurs a substantial reduction or change of title in the Employee’s job duties related to his position as CFO duties, or CEO, ,or there is a decrease in or a failure to provide the compensation or vested benefits under this Agreement or initiated by either the Company initiates or as a substantial reduction or change result of title a Change in Control (as defined below) of the Employee’s job duties related to his position as CFOCompany, Employee shall have the right to resign his employment and will be entitled to a lump sum severance payment equal to twelve (12) months of Employee’s then base salary payable within thirty (30) days after the date of termination termination. In addition, Employee will be entitled to payment of all unused vacation days at his current daily rate and a lump sum equal to all deferred salaries and earned bonuses. In addition, all Employee’s then outstanding but unvested stock options shall vest one hundred percent (100%). Employee shall have 12 months from the date written notice is given to Employee about the announcement and closing of a transaction resulting in a Change in of Control of the Company that would result in a substantial change in the Employee’s job duties or decrease his compensation or vested benefits under this Agreement to resign or this Section 4(c) shall not apply. In the event Employee resigns from the Company for any other reason, Employee will not be entitled to receive or accrue any further Company benefits or other remuneration under this Agreement, and Employee specifically agrees that he will not be entitled to receive any severance pay. For purposes of this Section 4, a Change in Control shall be deemed to have occurred if any of the following occur:

Termination by Employee for Cause. In the event of a Change of Control (as defined below) of the Company that results in either there occurs a substantial reduction or change of title in the Employee’s job duties related to his position as CFO CFO, but not CEO or CEOCOO, ,or there is a decrease in or a failure to provide the compensation or vested benefits under this Agreement or initiated by either the Company initiates or as a substantial reduction or change result of title a Change in Control (as defined below) of the Employee’s job duties related to his position as CFOCompany, Employee shall have the right to resign his employment and will be entitled to a lump sum severance payment equal to twelve (12) months of Employee’s then base salary payable within thirty (30) days after the date of termination In addition, Employee will be entitled to payment of all unused vacation days at his current daily rate and a lump sum equal to all deferred salaries and earned bonuses. In addition, all Employee’s then outstanding but unvested stock options shall vest one hundred percent (100%). Employee shall have 12 months from the date written notice is given to Employee about the announcement and closing of a transaction resulting in a Change in Control of the Company that would result in a substantial change in the Employee’s job duties or decrease his compensation or vested benefits under this Agreement to resign or this Section 4(c) shall not apply. In the event Employee resigns from the Company for any other reason, Employee will not be entitled to receive or accrue any further Company benefits or other remuneration under this Agreement, Agreement and Employee specifically agrees that he will not be entitled to receive any severance pay. For purposes of this Section 4, a Change in Control shall be deemed to have occurred if any of the following occur:

Termination by Employee for Cause. In the event of a Change of Control (as defined below) of the Company that results in either there --------------------------------- occurs a substantial reduction or change of title in the Employee’s 's job duties related to his position as CFO or CEOduties, ,or there is a decrease in or a failure to provide the compensation or vested benefits under this Agreement or there is a Change in Control (as defined below) of the Company initiates a substantial reduction or change of title in the Employee’s job duties related to his position as CFOCompany, Employee shall have the right to resign his employment and will be entitled to receive a lump sum severance payment equal to twelve one (121) months year of Employee’s 's then base salary payable within thirty (30) days after of the date of termination; an amount equal to the prorated bonus earned having received credit for bonus earnings up to the date of termination In addition, except if there is a failure to provide compensation or vested benefits in the event of insolvency by the Company, in which case no severance payment shall be made, but in any case, Employee will shall receive an award of 100,000 shares of the Company's common stock. For avoidance of doubt, this award shall be entitled to payment in lieu of all unused vacation days at his current daily rate and a lump sum equal to all deferred salaries and earned bonusesthe 100,000 common stock shares awarded Employee under Section 4(b) above. In addition, all Employee’s 's then outstanding but unvested stock options shall vest one hundred percent (100%). Except in the case of a Change in Control (as defined below), Employee will have twelve (12) months from the date of termination to exercise his stock options. Employee shall have 12 months thirty (30) days from the date written notice is given to Employee about either (a) a change in his duties or (b) the announcement and closing of a transaction resulting in a Change in Control of the Company that would result in a substantial change in the Employee’s job duties or decrease his compensation or vested benefits under this Agreement to resign or this Section 4(c) shall not apply. In the event Employee resigns from the Company for any other reason, Employee will not be entitled to receive or accrue any further Company benefits or other remuneration under this Agreement, and Employee specifically agrees that he will not be entitled to receive any severance pay. For purposes of this Section 4, a Change in Control shall be deemed to have occurred if any of the following occur:

Termination by Employee for Cause. In Subject to applicable law, the event Employee may terminate the employment in terms of a Change of Control (as defined below) of the Company that results in either a substantial reduction or change of title in the Employee’s job duties related to his position as CFO or CEO, ,or a decrease in or a failure to provide the compensation or vested benefits under this Agreement or the Company initiates a substantial reduction or change of title in the Employee’s job duties related to his position as CFO, Employee shall have the right to resign his employment and will be entitled to a lump sum severance payment equal to twelve (12) months of Employee’s then base salary payable within thirty (30) days after the date of termination In addition, Employee will be entitled to payment of all unused vacation days at his current daily rate and a lump sum equal to all deferred salaries and earned bonuses. In addition, all Employee’s then outstanding but unvested stock options shall vest one hundred percent (100%). Employee shall have 12 months from the date written notice is given to Employee about the announcement and closing of a transaction resulting in a Change in Control of the Company that would result in a substantial change in the Employee’s job duties or decrease his compensation or vested benefits under this Agreement to resign or this Section 4(c) shall not apply. In the event Employee resigns from the Company for any other reason, Employee will not be entitled to receive or accrue any further Company benefits or other remuneration under this Agreement, and Employee specifically agrees that he will not be entitled to receive any severance pay. For purposes on occurrence of this Section 4, a Change in Control shall be deemed to have occurred if any of the following occur:events: Company’s material breach of any of the terms and conditions of this Agreement (including but not being limited to release of the gross monthly salary, the amount of Performance Bonus in terms of this Agreement) which has not been cured by the Company within a period of 15 (fifteen) days from the receipt of notice from the Employee for cure of such material breach; or Company’s commission of an act of fraud, subsequent to the date hereof upon the Employee; or Company’s continuing, repeated or wilful failure or refusal to perform its obligations in terms of this Agreement; or Company’s gross negligence or wilful misconduct in performance of its obligations in terms of this Agreement. The Parties agree that the Company shall for the purpose of this clause, pay to the Employee salary and benefits in terms of the Compensation Package, until the last date of his employment with the Company in the manner provided in clause 13.7 below. Notwithstanding anything in this Agreement, the Parties agree that in the event of such termination, the Company shall pay to the Employee the entire amount of the Performance Bonus in respect of the (i) Financial Year in which such termination procedure is initiated by the Company; and (ii) all the Financial Years yet to be completed as of the date of said termination. Such Performance Bonus shall be computed as per the Second Bracket (as defined under Schedule II for the respective Financial Year) specified under Schedule II and shall be duly paid by the Company to the Employee within 5 [five] business days of the determination of the bonus amount, into the Designated Bank Account. The Parties agree that this Agreement can be mutually terminated by consensus of both the Parties. In such an event, the Company shall pay to the Employee, salary and benefits in terms of the Compensation Package, until the last date of his employment with the Company in the manner provided in clause 13.7 below. Notwithstanding anything in this Agreement, the Parties agree that in the event of such termination, the Company shall pay to the Employee the entire amount of the Performance Bonus in respect of the (i) Financial Year in which such termination procedure is initiated by the Company; and (ii) all the Financial Years yet to be completed as of the date of said termination. Such Performance Bonus shall be computed as per the Second Bracket (as defined under Schedule II for the respective Financial Year) specified under Schedule II and shall be duly paid by the Company to the Employee within 5 [five] business days of the determination of the bonus amount, into the Designated Bank Account.

Termination by Employee for Cause. In the event of a Change of Control (as defined below) of the Company that results in either a substantial reduction or change of title in the Employee’s job duties related to his position as CFO or CEO, ,or a decrease in or a failure to provide the compensation or vested benefits under this Agreement or the Company initiates a substantial reduction or change of title in the Employee’s job duties related to his position as CFO, Employee shall have the right to resign his employment and will be entitled to a lump sum severance payment equal to twelve (12) months of Employee’s then base salary payable within thirty (30) days after the date of termination In addition, Employee will be entitled to payment of all unused vacation days at his current daily rate and a lump sum equal to all deferred salaries and earned bonuses. In addition, all Employee’s then outstanding but unvested stock options shall vest one hundred percent (100%). Employee shall have 12 months from the date written notice is given to Employee about the announcement and closing of a transaction resulting in a Change in Control of the Company that would result in a substantial change in the Employee’s job duties or decrease his compensation or vested benefits under this Agreement to resign or this Section 4(c) shall not apply. In the event Employee resigns from the Company for any other reason, Employee will not be entitled to receive or accrue any further Company benefits or other remuneration under this Agreement, and Employee specifically agrees that he will not be entitled to receive any severance pay. For purposes of this Section 4, a Change in Control shall be deemed to have occurred if any of the following occur: