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SEVERANCE AGREEMENT

Termination Severance Agreement

SEVERANCE AGREEMENT | Document Parties: ESSENTIAL INNOVATIONS TECHNOLOGY CORP You are currently viewing:
This Termination Severance Agreement involves

ESSENTIAL INNOVATIONS TECHNOLOGY CORP

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Title: SEVERANCE AGREEMENT
Governing Law: Washington     Date: 2/13/2007

SEVERANCE AGREEMENT, Parties: essential innovations technology corp
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SEVERANCE AGREEMENT

 

THIS SEVERANCE AGREEMENT (the “Agreement”), is made and entered into this 1st day of April, 2006 (the “Effective Date”) by and between Essential Innovations Technology Corp., a Nevada corporation with its principal place of business at #142 – 114 West Magnolia Street, Suite 400, Bellingham, WA, USA 98225 (“Essential” or the “Company”), and [Employee Name] (“[Employee Name]” or the “Employee”).

 

RECITALS

 

WHEREAS, Employee has been, and is currently, employed by the Company in a critical managerial position with the Company;

 

 

WHEREAS, Employee is currently employed by the Company on an at-will basis; and

 

WHEREAS, Employee and the Company each believe it to be in their best interests to provide Employee with certain severance protections and accelerated option vesting in certain circumstances

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.      Employment . The Company hereby agrees to continue Employee’s current employment as its [position] unless terminated earlier in accordance with provisions contained herein below. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to her by, the Chief Executive Officer or the Board of Directors (the “Board”), as the case may be.

 

 

2.

Effect of Termination .   

 

 

2.1

Termination at the Election of the Company or the Employee for Good Reason .

 

For the purposes of this Section 2.1, “good reason” shall be deemed to exist when there occurs: (A) a material change in the reporting responsibilities of the Employee to someone other than the Chief Executive Officer or the Board; (B) a substantial diminution of the Employee’s responsibilities; (C) any reduction in the Employee’s level of compensation without the approval of the Employee; or (D) a difference in professional opinion between Employee and the President and CEO regarding including or excluding disclosure in the Company’s financial regarding some item or event such that the Employee believes certifying the financial statements would be a violation of federal securities laws.

 

(a)     the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any crime involving moral turpitude that may reasonably adversely reflect on the Company or any felony;

 

(b)     willful misconduct in connection with the Employee’s duties or willful failure to use reasonable effort to perform substantially her responsibilities in the best interest of the Company (including, without limitation, breach by the Employee of this Agreement), except in cases involving the mental or physical incapacity or disability of the Employee; provided however, that the Company may terminate the Employee’s employment pursuant to this subsection (b) only after the failure by the Employee to correct or cure, or to commence and

 


continue to pursue the correction or curing of, such refusals within 30 days after receipt by the Employee of written notice by the Company of each specific claim of any such misconduct or failure. The Employee shall have the opportunity to appear before the Board to discuss such written notice during such 30-day period. “Willful misconduct” and “willful failure to perform” shall not include actions or inactions on the part of the Employee that were taken or not taken in good faith by the Employee; and

 

(c)     fraud, material dishonesty, or gross misconduct in connection with the Company perpetuated by the Employee.

 

Under this Section 2.1 the Employer will be responsible to meet the following compensation obligations:

 

(i)      the Employer shall pay the Executive all Accrued Compensation and a Pro Rata Bonus;

 

(ii)     the Employer shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, in a single payment an amount in cash equal to three (3) times the sum of (A) the Base Amount and (B) the Bonus Amount; provided, however, if an employment agreement is in existence between the Company and the Executive on the Termination Date, any amount due the Executive under this Section 3(b)(ii) shall be reduced by the amount of Base Amount and Bonus Amount paid as severance pay to Executive pursuant to such employment agreement in lieu of compensation for periods subsequent to the Termination Date.

 

(iii)    If the Employee’s employment is terminated (i) other than for cause (as defined hereinbelow) by the Company or (ii) by the Employee for good reason (as defined hereinbelow), the Company shall pay to Employee an aggregate severance amount equal to 300% of the Employee’s annual base salary in effect as of the date of such termination (i.e., twelve months’ base salary and such amount being referred to as the “Severance Amount”). The Severance Amount must be made in a single lump sum amount. Payment of the Severance Amount shall be contingent upon the Employee signing a “Release and Waiver Agreement.”

 

(iv)    In addition for thirty (30) months following the Termination Date, (the “Continuation Period”), the Employer shall at its expense continue on behalf of the Executive and his dependents and beneficiaries t


 
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