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;
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WHEREAS, Employee is currently
employed by the Company on an at-will basis; and
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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.
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2.
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Effect of Termination
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2.1
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Termination at the Election of
the Company or the Employee for Good Reason .
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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