Common use of Termination of Engagement Clause in Contracts

Termination of Engagement. (a) Executive’s engagement with the Company shall terminate during the Engagement Period on account of Executive being convicted of a felony or misdemeanor involving moral turpitude, including entry of a plea. If the Executive’s employment terminates in accordance with this ¶10(a), (x) the Company shall pay and provide to Executive: (i) his earned but unpaid salary as of the date of the termination of his engagement, (ii) the benefits, if any, to which he is entitled under the Company’s benefit plan and programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment for unused vacation days through the date of termination, and (y) the Executive shall not be entitled to any severance or other benefits. For purposes of this Agreement, moral turpitude shall include embezzlement of the Company’s property. (b) The Company shall have the right to terminate this Agreement for “good cause” upon twenty (20) days written notice to the Executive setting forth the grounds for terminating the Agreement. For purposes of this ¶10(b), “good cause” shall be defined as the following: (i) Executive’s failure to perform his duties in a manner consistent with the Company’s performance standards and the terms of this Agreement; (ii) Executive’s failure to devote substantially all of his business time and attention to the business of the Company and otherwise comply with his duties under ¶4; and (iii) Executive’s violation of ¶7 and ¶12 of this Agreement. In the event Executive fails to cure his breach of the Agreement as set forth in the notice, then and in that event, this Agreement shall automatically terminate at the expiration of said twenty (20) day period. The Company shall pay and provide to Executive: (i) his earned but unpaid salary as of the date of the termination of his engagement; (ii) the benefits, if any, to which he is entitled under the Company’s benefit plan and programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment for unused vacation days through the date of termination. (c) The Company may at any time during the Engagement Period, upon twenty (20) days written notice to Executive, terminate this Agreement. Except in the event of a termination of Executive’s employment in accordance with the provisions of ¶10(a) and ¶10(b), the restrictive covenant set forth in ¶12 of this Agreement shall continue only so long as the Company makes the payment set forth in ¶10(f). (d) This Agreement shall automatically terminate upon the death of Executive. (e) Executive shall have the right to terminate this Agreement for “good reason” upon twenty (20) days written notice to the Company setting forth the grounds for terminating the Agreement. For purposes of this ¶10(e), “good reason” shall be defined as follows: (i) a material breach of the Company’s obligations under this Agreement; (ii) the Board by vote, but excluding those directors who are officers or employees, or former officers or employees, of the Company, or its subsidiaries, determines in its sole discretion that the voluntary termination of the Executive is for “good reason” under the circumstances then prevailing; (iii) a material reduction in salary paid to the Executive; and (iv) a material reduction in the Executive’s duties, authority or responsibilities. In the event the Company fails to cure its breach of the Agreement as set forth in the notice, then and in that event, this Agreement shall automatically terminate at the expiration of said twenty (20) day period. (f) In the event Executive’s engagement with the Company is terminated by either party pursuant to ¶10(c), (d) or (e), then and in such an event, Executive shall be entitled to (i) payment of any earned but unpaid salary and payment for unused vacation days, through the date of termination; (ii) any cash bonus previously earned in full or awarded but not yet paid; (iii) termination payment equal to the Executive’s base salary for the greater of (x) the remainder of the initial Engagement Period or (y) one year, paid in installments at such time as Executive would normally receive such payment; and (iv) the continuation of benefits provided by the Company through the end of the Engagement Period. (g) In the event Executive terminates this Agreement without “good reason” as defined in ¶10(e), then and in such an event, the restrictive covenant set forth in ¶12 shall continue but the restrictions set forth in ¶7 of the Agreement shall terminate. The Company shall pay and provide to Executive: (i) his earned but unpaid salary as of the date of the termination of his engagement; (ii) the benefits, if any, to which he is entitled under the Company’s benefit plan and programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment for unused vacation days through the date of termination. (h) The Company shall not be obligated to make any payment to Executive required pursuant to the terms of this ¶10 unless and until Executive executes and delivers to the Company a release in form and substance acceptable to the Company.

Termination of Engagement. (a) Executive’s engagement with Xxxxxxxx may terminate this Agreement before the expiration of the Term by giving the Company shall thirty (30) days’ written notice of intent to terminate during the Engagement Period on account Agreement. In the event Xxxxxxxx chooses to terminate this Agreement for any reason other than as a result of Executive being convicted any material breach of a felony or misdemeanor involving moral turpitudeCompany’s obligations hereunder, including entry which is not cured within fifteen (15) days following written notice to Company by Xxxxxxxx, the Company will have no further obligation to Xxxxxxxx under this Agreement other than the prorated portion of a pleathe monthly fee through the last day Xxxxxxxx was retained by the Company. If the Executive’s employment terminates Company materially breaches any of its material obligations hereunder and such breach is not cured within fifteen (15) calendar days following written notice to Company by Xxxxxxxx, Xxxxxxxx may terminate this Agreement and shall be entitled to receive payment of the monthly fee by Company through the end of the Term in accordance with the normal payment schedule described in Section 3 of this ¶10(aAgreement and to all other rights Xxxxxxxx may have under this Agreement. The Company may only terminate this Agreement for “cause,” or upon Xxxxxxxx’x death or a disability which prevents him from performing the consulting services described herein, which termination will be effective immediately. If the Company chooses to terminate this Agreement for “cause,” the Company will have no further obligation to Xxxxxxxx under this Agreement other than the prorated portion of the monthly fee through the last day Xxxxxxxx was retained by the Company. If the Company terminates this Agreement without cause (and Xxxxxxxx has not died or suffered a disability), (x) the Company shall pay and provide to Executive: (i) his earned but unpaid salary as Xxxxxxxx the monthly fee through the end of the date Term in accordance with the normal payment schedule described in Section 3 of the termination of his engagement, (ii) the benefits, if any, to which he is entitled under the Company’s benefit plan and programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment for unused vacation days through the date of termination, and (y) the Executive shall not be entitled to any severance or other benefitsthis Agreement. For purposes of this Agreement, moral turpitude shall include embezzlement of the Company’s property. (b) The Company shall have the right to terminate this Agreement for “good cause” upon twenty (20) days written notice to the Executive setting forth the grounds for terminating the Agreement. For purposes of this ¶10(b), “good cause” shall be defined as will include the following: (i1) Executive’s material failure or neglect by Xxxxxxxx to perform his duties in a manner consistent with the Company’s performance standards and the terms services hereunder or other material breach of this Agreement; provided that such neglect, failure or breach remains uncured for a period of thirty (ii30) Executive’s failure to devote substantially all of his business time and attention days after written notice describing the same is given to the business Xxxxxxxx; (2) misappropriation of funds or property of the Company and otherwise comply Company, securing or attempting to secure personally any profit in connection with his duties under ¶4; and (iii) Executive’s any transaction entered into on behalf of the Company, material misrepresentation to the Company, or any violation of ¶7 and ¶12 law or regulations on Company premises or to which the Company is subject; or (3) commission by Xxxxxxxx of an act involving moral turpitude, dishonesty, theft, or unethical business conduct, or conduct that materially impairs or injures the reputation of, or xxxxx, the Company. Upon any termination of this Agreement. In Agreement by the event Executive fails to cure his breach of the Agreement as set forth in the noticeCompany or Xxxxxxxx, then and in that eventfor any reason, this Agreement shall automatically terminate at the expiration of said twenty (20) day period. The Company shall pay and provide to Executive: (i) his earned but unpaid salary any Equity Awards which remain unvested as of the date of the such termination of his engagement; (ii) the benefits, if any, shall cease to which he is entitled under the Company’s benefit plan and programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment for unused vacation days through the date of termination. (c) The Company may at any time during the Engagement Period, upon twenty (20) days written notice to Executive, terminate this Agreement. Except in the event of a termination of Executive’s employment in accordance with the provisions of ¶10(a) and ¶10(b), the restrictive covenant set forth in ¶12 of this Agreement shall continue only so long as the Company makes the payment set forth in ¶10(f). (d) This Agreement shall automatically terminate upon the death of Executive. (e) Executive shall have the right to terminate this Agreement for “good reason” upon twenty (20) days written notice to the Company setting forth the grounds for terminating the Agreement. For purposes of this ¶10(e), “good reason” shall be defined as follows: (i) a material breach of the Company’s obligations under this Agreement; (ii) the Board by vote, but excluding those directors who are officers or employees, or former officers or employees, of the Company, or its subsidiaries, determines in its sole discretion that the voluntary termination of the Executive is for “good reason” under the circumstances then prevailing; (iii) a material reduction in salary paid to the Executive; and (iv) a material reduction in the Executive’s duties, authority or responsibilities. In the event the Company fails to cure its breach of the Agreement as set forth in the notice, then and in that event, this Agreement shall automatically terminate at the expiration of said twenty (20) day period. (f) In the event Executive’s engagement with the Company is terminated by either party pursuant to ¶10(c), (d) or (e), then and in such an event, Executive shall be entitled to (i) payment of any earned but unpaid salary and payment for unused vacation days, through the date of termination; (ii) any cash bonus previously earned in full or awarded but not yet paid; (iii) termination payment equal to the Executive’s base salary for the greater of (x) the remainder of the initial Engagement Period or (y) one year, paid in installments at such time as Executive would normally receive such payment; and (iv) the continuation of benefits provided by the Company through the end of the Engagement Period. (g) In the event Executive terminates this Agreement without “good reason” as defined in ¶10(e), then and in such an event, the restrictive covenant set forth in ¶12 shall continue but the restrictions set forth in ¶7 of the Agreement shall terminate. The Company shall pay and provide to Executive: (i) his earned but unpaid salary vest as of the date of such termination and terminate in accordance with the terms of the applicable plans. A termination of his engagement; (ii) this Agreement by the benefitsCompany or Xxxxxxxx, if anyfor any reason, to which he is entitled under will not impact the Company’s benefit plan and programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment obligation to pay Xxxxxxxx for unused vacation days through any bonus earned under the date of termination. (h) The Company shall not be obligated to make any payment to Executive required pursuant to MIP for the 2014 calendar year, in accordance with the terms of this ¶10 unless of, and until Executive executes at the time specified in, the MIP and delivers to the Company a release in form and substance acceptable to the CompanyEmployment Agreement.

Termination of Engagement. (a) Executive’s engagement with Xxxxxx may terminate this Agreement before the expiration of the Term by giving the Company shall thirty (30) days’ written notice of intent to terminate during the Engagement Period on account Agreement. In the event Xxxxxx chooses to terminate this Agreement for any reason other than as a result of Executive being convicted any material breach of a felony or misdemeanor involving moral turpitudeCompany’s obligations hereunder, including entry which is not cured within fifteen (15) days following written notice to Company by Xxxxxx, the Company will have no further obligation to Xxxxxx under this Agreement other than the prorated portion of a pleathe monthly fee through the last day Xxxxxx was retained by the Company. If the Executive’s employment terminates Company materially breaches any of its material obligations hereunder and such breach is not cured within fifteen (15) calendar days following written notice to Company by Xxxxxx, Xxxxxx may terminate this Agreement and shall be entitled to receive payment of the monthly fee by Company through the end of the Term in accordance with the normal payment schedule described in Section 3 of this ¶10(aAgreement and to all other rights Xxxxxx may have under this Agreement. The Company may only terminate this Agreement for “cause,” or upon Xxxxxx’x death or a disability which prevents him from performing the consulting services described herein, which termination will be effective immediately. If the Company chooses to terminate this Agreement for “cause,” the Company will have no further obligation to Xxxxxx under this Agreement other than the prorated portion of the monthly fee through the last day Xxxxxx was retained by the Company. If the Company terminates this Agreement without cause (and Xxxxxx has not died or suffered a disability), (x) the Company shall pay and provide to Executive: (i) his earned but unpaid salary as Xxxxxx the monthly fee through the end of the date Term in accordance with the normal payment schedule described in Section 3 of the termination of his engagement, (ii) the benefits, if any, to which he is entitled under the Company’s benefit plan and programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment for unused vacation days through the date of termination, and (y) the Executive shall not be entitled to any severance or other benefitsthis Agreement. For purposes of this Agreement, moral turpitude shall include embezzlement of the Company’s property. (b) The Company shall have the right to terminate this Agreement for “good cause” upon twenty (20) days written notice to the Executive setting forth the grounds for terminating the Agreement. For purposes of this ¶10(b), “good cause” shall be defined as will include the following: (i1) Executive’s material failure or neglect by Xxxxxx to perform his duties in a manner consistent with the Company’s performance standards and the terms services hereunder or other material breach of this Agreement; provided that such neglect, failure or breach remains uncured for a period of thirty (ii30) Executive’s failure to devote substantially all of his business time and attention days after written notice describing the same is given to the business of the Company and otherwise comply with his duties under ¶4; and (iii) Executive’s violation of ¶7 and ¶12 of this Agreement. In the event Executive fails to cure his breach of the Agreement as set forth in the notice, then and in that event, this Agreement shall automatically terminate at the expiration of said twenty (20) day period. The Company shall pay and provide to Executive: (i) his earned but unpaid salary as of the date of the termination of his engagementXxxxxx; (ii2) the benefits, if any, to which he is entitled under the Company’s benefit plan and programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment for unused vacation days through the date misappropriation of termination. (c) The Company may at any time during the Engagement Period, upon twenty (20) days written notice to Executive, terminate this Agreement. Except in the event of a termination of Executive’s employment in accordance with the provisions of ¶10(a) and ¶10(b), the restrictive covenant set forth in ¶12 of this Agreement shall continue only so long as the Company makes the payment set forth in ¶10(f). (d) This Agreement shall automatically terminate upon the death of Executive. (e) Executive shall have the right to terminate this Agreement for “good reason” upon twenty (20) days written notice to the Company setting forth the grounds for terminating the Agreement. For purposes of this ¶10(e), “good reason” shall be defined as follows: (i) a material breach of the Company’s obligations under this Agreement; (ii) the Board by vote, but excluding those directors who are officers funds or employees, or former officers or employees, property of the Company, securing or its subsidiaries, determines attempting to secure personally any profit in its sole discretion that the voluntary termination connection with any transaction entered into on behalf of the Executive is for “good reason” under the circumstances then prevailing; (iii) a Company, material reduction in salary paid misrepresentation to the Executive; and (iv) a material reduction in the Executive’s dutiesCompany, authority or responsibilities. In the event the any violation of law or regulations on Company fails premises or to cure its breach of the Agreement as set forth in the notice, then and in that event, this Agreement shall automatically terminate at the expiration of said twenty (20) day period. (f) In the event Executive’s engagement with which the Company is terminated subject; (3) commission by either party pursuant to ¶10(c), (d) Xxxxxx of an act negatively affecting any pending or potential litigation; or (e)4) commission by Xxxxxx of an act involving moral turpitude, then and in such an eventdishonesty, Executive shall be entitled to (i) payment of any earned but unpaid salary and payment for unused vacation daystheft, through or unethical business conduct, or conduct that materially impairs or injures the date of termination; (ii) any cash bonus previously earned in full reputation of, or awarded but not yet paid; (iii) termination payment equal to the Executive’s base salary for the greater of (x) the remainder of the initial Engagement Period or (y) one yearxxxxx, paid in installments at such time as Executive would normally receive such payment; and (iv) the continuation of benefits provided by the Company through the end of the Engagement Period. (g) In the event Executive terminates this Agreement without “good reason” as defined in ¶10(e), then and in such an event, the restrictive covenant set forth in ¶12 shall continue but the restrictions set forth in ¶7 of the Agreement shall terminate. The Company shall pay and provide to Executive: (i) his earned but unpaid salary as of the date of the termination of his engagement; (ii) the benefits, if any, to which he is entitled under the Company’s benefit plan and programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment for unused vacation days through the date of termination. (h) The Company shall not be obligated to make any payment to Executive required pursuant to the terms of this ¶10 unless and until Executive executes and delivers to the Company a release in form and substance acceptable to the Company.

Termination of Engagement. (a) Executive’s engagement with During the term of this Agreement, the Company shall may terminate during the Engagement Period on account of Executive being convicted of a felony or misdemeanor involving moral turpitude, including entry of a plea. If the Executive’s employment terminates in accordance with this ¶10(a), (x) the Company shall pay and provide to Executive: (i) his earned but unpaid salary as engagement of the date Chief Executive Officer for "Cause" by giving the Chief Executive Officer written notice of such termination setting forth the termination of his engagement, (ii) the benefits, if any, to which he is entitled under the Company’s benefit plan and programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment for unused vacation days through the date of termination, and (y) the Executive shall not be entitled to any severance or other benefits"Cause" relied upon. For the purposes of this Agreement, moral turpitude "Cause" shall include embezzlement of the Company’s property. (b) The Company shall have the right but not be limited to terminate this Agreement for “good cause” upon twenty (20) days written notice to the Executive setting forth the grounds for terminating the Agreement. For purposes of this ¶10(b), “good cause” shall be defined as the following: (i) Executive’s the Chief Executive Officer's disregard of lawful instructions of the Company that are consistent with the Chief Executive Officer's position and duties set forth herein; (ii) the Chief Executive Officer's failure to perform his Chief Executive Officer's duties in compliance with Company's reasonable standards of performance and not as a manner consistent with result of notice of intention to resign, disability or retirement; (iii) the Chief Executive Officer's willful actions which do or are likely to result unjustifiably in material damage or embarrassment to the Company’s performance standards and , the Company's reputation, or the Company's other legitimate business interests; (iv) the Chief Executive Officer's abuse or illegal use of alcohol or other drugs or controlled substances; (v) the Chief Executive Officer's material breach of any of the terms or conditions of this Agreement; (iivi) Executive’s failure to devote substantially all of his business time and attention to the business conviction of the Company and otherwise comply with his Chief Executive Officer of a felony or entry of a guilty plea or plea of nolo contendere by Chief Executive Officer to a felony (or any other crime that has or might have a material adverse effect upon Chief Executive Officer's ability to carry out Chief Executive Officer's job duties or other obligations under ¶4; and (iii) Executive’s violation of ¶7 and ¶12 of this Agreement); or (vii) the Chief Executive Officer's theft, embezzlement or misappropriation of funds from the Company. In the event Company wishes to terminate Chief Executive fails Officer's engagement pursuant to cure his Subsection (i), (ii), (iii), (iv), or (v) above, Company shall give to Chief Executive Officer thirty (30) days' notice of Company's intention to terminate Chief Executive Officer's engagement and the reason(s) for such termination. If Chief Executive Officer wishes to remain engaged by Company, Chief Executive Officer shall during such thirty (30) day period remedy to the reasonable satisfaction of Company's Board of Directors the misconduct, disregard, abuse, or other breach specified in such notice. If Chief Executive EMPLOYMENT, CONFIDENTIALITY & NONCOMPETITION AGREEMENT - 2 Officer does not so remedy such breach to the reasonable satisfaction of Company's Board of Directors. then the termination shall take effect at the end of the Agreement as set forth in the notice, then and in that event, this Agreement shall automatically terminate at the expiration of said twenty thirty (2030) day period. The Company shall pay and provide to Executive: (i) his earned but unpaid salary as of the date of the A termination of his engagement; (ii) the benefits, if any, to which he is entitled under the Company’s benefit plan and programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment for unused vacation days through the date of termination. (c) The Company may at any time during the Engagement Period, upon twenty (20) days written notice to Executive, terminate this Agreement. Except in the event of a termination of Executive’s employment in accordance with the provisions of ¶10(a) and ¶10(b), the restrictive covenant set forth in ¶12 of this Agreement shall continue only so long as the Company makes the payment set forth in ¶10(f). (d) This Agreement shall automatically terminate upon the death of Executive. (e) Executive shall have the right to terminate this Agreement for “good reason” upon twenty (20) days written notice to the Company setting forth the grounds for terminating the Agreement. For purposes of this ¶10(e), “good reason” shall be defined as follows: (i) a material breach of the Company’s obligations under this Agreement; (ii) the Board by vote, but excluding those directors who are officers or employees, or former officers or employees, of the Company, or its subsidiaries, determines in its sole discretion that the voluntary termination of the Executive is for “good reason” under the circumstances then prevailing; (iii) a material reduction in salary paid to the Executive; and (iv) a material reduction in the Executive’s duties, authority or responsibilities. In the event the Company fails to cure its breach of the Agreement as set forth in the notice, then and in that event, this Agreement shall automatically terminate at the expiration of said twenty (20) day period. (f) In the event Executive’s engagement with the Company is terminated by either party pursuant to ¶10(c), Subsection (dvi) or (e), then and in such an event, Executive vii) shall be entitled to (i) payment take effect immediately upon the giving of any earned but unpaid salary and payment for unused vacation days, through the date notice. Achievement of termination; (ii) any cash bonus previously earned in full desired results or awarded but not yet paid; (iii) termination payment equal to the Executive’s base salary for the greater of (x) the remainder of the initial Engagement Period or (y) one year, paid in installments at such time performance established as Executive would normally receive such payment; and (iv) the continuation of benefits provided a goal by the Company through the end of the Engagement Period. (g) In the event Executive terminates this Agreement without “good reason” as defined in ¶10(e), then and in such an event, the restrictive covenant set forth in ¶12 shall continue but the restrictions set forth in ¶7 of the Agreement shall terminate. The Company shall pay and provide to Executive: (i) his earned but unpaid salary as of the date of the termination of his engagement; (ii) the benefits, if any, to which he is entitled under the Company’s benefit plan and programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment for unused vacation days through the date of termination. (h) The Company shall not be obligated a basis of termination for Cause. Any benefits or compensation to make any payment to be earned based on performance criteria will terminate with Chief Executive required pursuant to the terms of this ¶10 unless and until Executive executes and delivers to the Company a release in form and substance acceptable to the CompanyOfficer's termination whether with or without cause.

Termination of Engagement. (a) Executive’s engagement with Xxxxx may terminate this Agreement before the expiration of the Term by giving the Company shall 30 days’ written notice of intent to terminate during the Engagement Period on account Agreement. In the event Xxxxx chooses to terminate this Agreement for any reason other than as a result of Executive being convicted any material breach of a felony or misdemeanor involving moral turpitudeCompany’s obligations hereunder, including entry which is not cured within 15 days following written notice to Company by Xxxxx, the Company will have no further obligation to Xxxxx other than the prorated portion of a pleathe annual fee through the last day Xxxxx was retained by the Company. If the Executive’s employment terminates Company materially breaches any of its material obligations hereunder and such breach is not cured within 15 calendar days following written notice to Company by Xxxxx, Xxxxx may terminate this Agreement and shall be entitled to receive payment of the annual fee by Company through the end of the Term in accordance with the normal payment schedule described in Section 3 of this ¶10(aAgreement. The Company may only terminate this Agreement for “cause,” or upon Xxxxx’x death or disability, which termination will be effective immediately. If the Company chooses to terminate this Agreement for “cause,” the Company will have no further obligation to Xxxxx other than the prorated portion of the annual fee through the last day Xxxxx was retained by the Company. If the Company terminates this Agreement without cause (and Xxxxx has not died or suffered a disability), (x) the Company shall pay and provide to Executive: (i) his earned but unpaid salary as Xxxxx the annual fee through the end of the date Term in accordance with the normal payment schedule described in Section 3 of the termination of his engagement, (ii) the benefits, if any, to which he is entitled under the Company’s benefit plan and programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment for unused vacation days through the date of termination, and (y) the Executive shall not be entitled to any severance or other benefitsthis Agreement. For purposes of this Agreement, moral turpitude shall include embezzlement of the Company’s property. (b) The Company shall have the right to terminate this Agreement for “good cause” upon twenty (20) days written notice to the Executive setting forth the grounds for terminating the Agreement. For purposes of this ¶10(b), “good cause” shall be defined as will include the following: (i1) Executive’s material failure or neglect by Xxxxx to perform his duties in the services; provided that such neglect or failure remains uncured for a manner consistent with period of 30 days after written notice describing the same is given to the Xxxxx; (2) misappropriation of funds or property of the Company’s performance standards and , securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the terms Company, material misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject; (3) commission by Xxxxx of an act involving moral turpitude, dishonesty, theft, or unethical business conduct, or conduct that materially impairs or injures the reputation of, or xxxxx, the Company; or (4) any material breach of this Agreement; (ii) Executive’s failure to devote substantially all provided that such breach remains uncured for a period of his business time and attention to the business of the Company and otherwise comply with his duties under ¶4; and (iii) Executive’s violation of ¶7 and ¶12 of this Agreement. In the event Executive fails to cure his breach of the Agreement as set forth in the notice, then and in that event, this Agreement shall automatically terminate at the expiration of said twenty (20) day period. The Company shall pay and provide to Executive: (i) his earned but unpaid salary as of the date of the termination of his engagement; (ii) the benefits, if any, to which he is entitled under the Company’s benefit plan and programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment for unused vacation 30 days through the date of termination. (c) The Company may at any time during the Engagement Period, upon twenty (20) days after written notice describing the same is given to Executive, terminate this Agreement. Except in the event of a termination of Executive’s employment in accordance with the provisions of ¶10(a) and ¶10(b), the restrictive covenant set forth in ¶12 of this Agreement shall continue only so long as the Company makes the payment set forth in ¶10(f)Xxxxx. (d) This Agreement shall automatically terminate upon the death of Executive. (e) Executive shall have the right to terminate this Agreement for “good reason” upon twenty (20) days written notice to the Company setting forth the grounds for terminating the Agreement. For purposes of this ¶10(e), “good reason” shall be defined as follows: (i) a material breach of the Company’s obligations under this Agreement; (ii) the Board by vote, but excluding those directors who are officers or employees, or former officers or employees, of the Company, or its subsidiaries, determines in its sole discretion that the voluntary termination of the Executive is for “good reason” under the circumstances then prevailing; (iii) a material reduction in salary paid to the Executive; and (iv) a material reduction in the Executive’s duties, authority or responsibilities. In the event the Company fails to cure its breach of the Agreement as set forth in the notice, then and in that event, this Agreement shall automatically terminate at the expiration of said twenty (20) day period. (f) In the event Executive’s engagement with the Company is terminated by either party pursuant to ¶10(c), (d) or (e), then and in such an event, Executive shall be entitled to (i) payment of any earned but unpaid salary and payment for unused vacation days, through the date of termination; (ii) any cash bonus previously earned in full or awarded but not yet paid; (iii) termination payment equal to the Executive’s base salary for the greater of (x) the remainder of the initial Engagement Period or (y) one year, paid in installments at such time as Executive would normally receive such payment; and (iv) the continuation of benefits provided by the Company through the end of the Engagement Period. (g) In the event Executive terminates this Agreement without “good reason” as defined in ¶10(e), then and in such an event, the restrictive covenant set forth in ¶12 shall continue but the restrictions set forth in ¶7 of the Agreement shall terminate. The Company shall pay and provide to Executive: (i) his earned but unpaid salary as of the date of the termination of his engagement; (ii) the benefits, if any, to which he is entitled under the Company’s benefit plan and programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment for unused vacation days through the date of termination. (h) The Company shall not be obligated to make any payment to Executive required pursuant to the terms of this ¶10 unless and until Executive executes and delivers to the Company a release in form and substance acceptable to the Company.

Termination of Engagement. (a) Executive’s engagement with During the term of this Agreement, the Company shall may terminate during the Engagement Period on account of Executive being convicted of a felony or misdemeanor involving moral turpitude, including entry of a plea. If the Executive’s employment terminates in accordance with this ¶10(a), (x) the Company shall pay and provide to Executive: (i) his earned but unpaid salary as engagement of the date Chief Executive Officer for "Cause" by giving the Chief Executive Officer written notice of such termination setting forth the termination of his engagement, (ii) the benefits, if any, to which he is entitled under the Company’s benefit plan and programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment for unused vacation days through the date of termination, and (y) the Executive shall not be entitled to any severance or other benefits"Cause" relied upon. For the purposes of this Agreement, moral turpitude "Cause" shall include embezzlement of the Company’s property. (b) The Company shall have the right but not be limited to terminate this Agreement for “good cause” upon twenty (20) days written notice to the Executive setting forth the grounds for terminating the Agreement. For purposes of this ¶10(b), “good cause” shall be defined as the following: (i) Executive’s the Chief Executive Officer's disregard of lawful instructions of the Company that are consistent with the Chief Executive Officer's position and duties set forth herein; (ii) the Chief Executive Officer's failure to perform his Chief Executive Officer's duties in compliance with Company's reasonable standards of performance and not as a manner consistent with result of notice of intention to resign, disability or retirement; (iii) the Chief Executive Officer's willful actions which do or are likely to result unjustifiably in material damage or embarrassment to the Company’s performance standards and , the Company's reputation, or the Company's other legitimate business interests ; (iv) the Chief Executive Officer's abuse or illegal use of alcohol or other drugs or controlled substances; (v) the Chief Executive Officer's material breach of any of the terms or conditions of this Agreement; (iivi) Executive’s failure to devote substantially all of his business time and attention to the business conviction of the Company and otherwise comply with his Chief Executive Officer of a felony or entry of a guilty plea or plea of nolo contendere by Chief Executive Officer to a felony (or any other crime that has or might have a material adverse effect upon Chief Executive Officer's ability to carry out Chief Executive Officer's job duties or other obligations under ¶4; and (iii) Executive’s violation of ¶7 and ¶12 of this Agreement); or (vii) the Chief Executive Officer's theft, embezzlement or misappropriation of funds from the Company. In the event Company wishes to terminate Chief Executive fails Officer's engagement pursuant to cure his Subsection (i), (ii), (iii), (iv), or (v) above, Company shall give to Chief Executive Officer thirty (30) days' notice of Company's intention to terminate Chief Executive Officer's engagement and the reason(s) for such termination. If Chief Executive Officer wishes to remain engaged by Company, Chief Executive Officer shall during such thirty (30) day period remedy to the reasonable satisfaction of Company's Board of Directors the misconduct, disregard, abuse, or other breach specified in such notice. If Chief Executive EMPLOYMENT, CONFIDENTIALITY & NONCOMPETITION AGREEMENT - 2 060200 1050 Officer does not so remedy such breach to the reasonable satisfaction of Company's Board of Directors, then the termination shall take effect at the end of the Agreement as set forth in the notice, then and in that event, this Agreement shall automatically terminate at the expiration of said twenty thirty (2030) day period. The Company shall pay and provide to Executive: (i) his earned but unpaid salary as of the date of the A termination of his engagement; (ii) the benefits, if any, to which he is entitled under the Company’s benefit plan and programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment for unused vacation days through the date of termination. (c) The Company may at any time during the Engagement Period, upon twenty (20) days written notice to Executive, terminate this Agreement. Except in the event of a termination of Executive’s employment in accordance with the provisions of ¶10(a) and ¶10(b), the restrictive covenant set forth in ¶12 of this Agreement shall continue only so long as the Company makes the payment set forth in ¶10(f). (d) This Agreement shall automatically terminate upon the death of Executive. (e) Executive shall have the right to terminate this Agreement for “good reason” upon twenty (20) days written notice to the Company setting forth the grounds for terminating the Agreement. For purposes of this ¶10(e), “good reason” shall be defined as follows: (i) a material breach of the Company’s obligations under this Agreement; (ii) the Board by vote, but excluding those directors who are officers or employees, or former officers or employees, of the Company, or its subsidiaries, determines in its sole discretion that the voluntary termination of the Executive is for “good reason” under the circumstances then prevailing; (iii) a material reduction in salary paid to the Executive; and (iv) a material reduction in the Executive’s duties, authority or responsibilities. In the event the Company fails to cure its breach of the Agreement as set forth in the notice, then and in that event, this Agreement shall automatically terminate at the expiration of said twenty (20) day period. (f) In the event Executive’s engagement with the Company is terminated by either party pursuant to ¶10(c), Subsection (dvi) or (e), then and in such an event, Executive vii) shall be entitled to (i) payment take effect immediately upon the giving of any earned but unpaid salary and payment for unused vacation days, through the date notice. Achievement of termination; (ii) any cash bonus previously earned in full desired results or awarded but not yet paid; (iii) termination payment equal to the Executive’s base salary for the greater of (x) the remainder of the initial Engagement Period or (y) one year, paid in installments at such time performance established as Executive would normally receive such payment; and (iv) the continuation of benefits provided a goal by the Company through the end of the Engagement Period. (g) In the event Executive terminates this Agreement without “good reason” as defined in ¶10(e), then and in such an event, the restrictive covenant set forth in ¶12 shall continue but the restrictions set forth in ¶7 of the Agreement shall terminate. The Company shall pay and provide to Executive: (i) his earned but unpaid salary as of the date of the termination of his engagement; (ii) the benefits, if any, to which he is entitled under the Company’s benefit plan and programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment for unused vacation days through the date of termination. (h) The Company shall not be obligated a basis of termination for Cause. Any benefits or compensation to make any payment to be earned based on performance criteria will terminate with Chief Executive required pursuant to the terms of this ¶10 unless and until Executive executes and delivers to the Company a release in form and substance acceptable to the CompanyOfficer's termination whether with or without cause.

Termination of Engagement. (a) Executive’s engagement with This Revised Agreement shall be terminated and the employment relationship between the Company and Employee shall terminate during cease upon the Engagement Period on account occurrence of Executive being convicted any of a felony or misdemeanor involving moral turpitudethe following events: by Employee for any reason, including entry of a plea. If the Executive’s employment terminates in accordance with this ¶10(a), (x) upon 30 days prior written notice; by the Company shall pay and provide to Executive: (i) his earned but unpaid salary as for any reason, upon 30 days prior written notice; by any party upon the expiration of the date Employment Term; by the Company upon the death or permanent disability of Employee; by the termination of his engagement, (ii) the benefits, if any, to Company for "Cause," which he is entitled under the Company’s benefit plan and programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment for unused vacation days through the date of termination, and (y) the Executive shall not be entitled to any severance or other benefits. For purposes of this Agreement, moral turpitude Section 4 shall include embezzlement mean any of the Company’s property. (b) The Company shall have the right to terminate this Agreement for “good cause” upon twenty (20) days written notice to the Executive setting forth the grounds for terminating the Agreement. For purposes of this ¶10(b), “good cause” shall be defined as the following: (i) Executive’s Employee's breach of or failure to perform his duties comply with or observe any of the material terms, conditions or agreements contained in a manner consistent with this Revised Agreement, which breach or failure to comply has not been cured within 30 days following written notice by the Company’s performance standards Company to Employee setting forth in detail the specific nature of such breach or failure to comply, or if such breach or failure to comply cannot be cured within such 30 day period, Employee has not, (a) within such 30 day period, commenced actions to cure such breach or failure to comply and diligently pursued such actions and (b) actually cured such breach or failure to comply within 90 days following such initial written notice by the terms of this Agreement; Company to Employee, (ii) Executive’s failure to devote substantially all Employee shall be adjudged by a court of his business time and attention competent jurisdiction as guilty of (a) any willful or grossly negligent act which causes material harm to the business of Company, (b) any criminal act which causes material harm to the Company and otherwise comply with his duties under ¶4; and Company, (c) any act involving moral turpitude which causes material harm to the Company, or (d) any fraud upon the Company, or (iii) Executive’s violation Employee shall be guilty of ¶7 and ¶12 chronic alcoholism or other form of this Agreementchronic addiction. Termination Obligations of the Company. In the event Executive fails to cure his breach of termination of this Revised Agreement by the Employee under Section 4(a) because of the Employee's desire for any reason, the Company shall have the following obligation to Employee: All unvested stock options are immediately cancelled; Employee will receive three (3) month's salary (from the date of the 30 days prior written notice); and Any unreimbursed expenses owed by the Company to Employee for expenses incurred through the date of termination shall be paid by the Company to Employee. In the event of termination of this Revised Agreement as set forth in by the noticeCompany under Section 4(b) because of the Company's desire for any reason, then the Company shall have the following obligations to Employee: All unvested stock options immediately vest; Employee will receive total remaining unpaid salary for the Employment Term under the Revised Agreement; and in that eventAny unreimbursed expenses owed by the Company to Employee for expenses incurred through the date of termination shall be paid by the Company to Employee. In the event of termination of this Revised Agreement by the Company under Sections 4(c), this Agreement shall automatically terminate at because of the expiration of said twenty (20) day period. The the Employment Term, the Company shall pay have the following obligations to the Employee: Any unpaid portion of the Employee's salary and provide bonus earned through the date of termination shall be paid by the Company to ExecutiveEmployee; and Any unreimbursed expenses owed by the Company to Employee for expenses incurred through the date of termination shall be paid by the Company to Employee. In the event of termination of this Revised Agreement by the Company under Section 4(d), death or permanent disability of the Employee, the Company shall have the following obligations to Employee: (i) Any unpaid portion of the Employee's salary earned through the date of death or permanent disability shall be paid by the Company to Employee or his earned but unpaid salary survivors; Any unreimbursed expenses owed by the Company to Employee for expenses incurred through the date of death or permanent disability shall be paid by the Company to Employee or his survivors; and One-half of those shares of the Employee Options that have not vested as of the date of termination shall lapse and become void and the remaining one-half of the Employee Options shall fully vest. In the event of termination of his engagement; (ii) this Revised Agreement by the benefitsCompany under Section 4(e), if anyby the Company for "Cause", the Company shall have the following obligations to which he is entitled under Employee: Any unpaid portion of the Company’s benefit plan and programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment for unused vacation days Employee's salary earned through the date of termination. (c) The Company may at any time during the Engagement Period, upon twenty (20) days written notice to Executive, terminate this Agreement. Except in the event of a termination of Executive’s employment in accordance with the provisions of ¶10(a) and ¶10(b), the restrictive covenant set forth in ¶12 of this Agreement shall continue only so long as be paid by the Company makes the payment set forth in ¶10(f). (d) This Agreement shall automatically terminate upon the death of Executive. (e) Executive shall have the right to terminate this Agreement for “good reason” upon twenty (20) days written notice to Employee; Any unreimbursed expenses owed by the Company setting forth the grounds to Employee for terminating the Agreement. For purposes of this ¶10(e), “good reason” shall be defined as follows: (i) a material breach of the Company’s obligations under this Agreement; (ii) the Board by vote, but excluding those directors who are officers or employees, or former officers or employees, of the Company, or its subsidiaries, determines in its sole discretion that the voluntary termination of the Executive is for “good reason” under the circumstances then prevailing; (iii) a material reduction in salary paid to the Executive; and (iv) a material reduction in the Executive’s duties, authority or responsibilities. In the event the Company fails to cure its breach of the Agreement as set forth in the notice, then and in that event, this Agreement shall automatically terminate at the expiration of said twenty (20) day period. (f) In the event Executive’s engagement with the Company is terminated by either party pursuant to ¶10(c), (d) or (e), then and in such an event, Executive shall be entitled to (i) payment of any earned but unpaid salary and payment for unused vacation days, expenses incurred through the date of termination; (ii) any cash bonus previously earned in full or awarded but not yet paid; (iii) termination payment equal to the Executive’s base salary for the greater of (x) the remainder of the initial Engagement Period or (y) one year, shall be paid in installments at such time as Executive would normally receive such payment; and (iv) the continuation of benefits provided by the Company through the end of the Engagement Period. (g) In the event Executive terminates this Agreement without “good reason” as defined in ¶10(e), then to Employee; and in such an event, the restrictive covenant set forth in ¶12 shall continue but the restrictions set forth in ¶7 of the Agreement shall terminate. The Company shall pay and provide to Executive: (i) his earned but unpaid salary as of Employee options that have not vested at the date of termination shall lapse and become void. Unless Employee leaves the termination of his engagement; (ii) the benefitsCompany for "Cause" as described in Section 4(e), if any, to which he is entitled under the Company’s benefit plan and programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment for unused vacation days through the date of termination. (h) The Company shall not be obligated to make any payment to Executive required or unless Employee terminates this Revised Agreement pursuant to Section 4(a) hereof, Employee and his immediate family will receive unlimited lifetime confirmed travel on Vanguard Airlines. Employee shall be responsible for all taxes due as a result of such travel and the terms of this ¶10 unless and until Executive executes and delivers Company may require Employee to pay such taxes to the Company a release in form if the Company is required to withhold and substance acceptable pay such taxes to the CompanyInternal Revenue Service.