The Company entered into an employment agreement with David Turner on January 15, 2007, which agreement
provides that Mr. Turner will serve as Executive Vice President and Chief Financial Officer of the Company, with a
base salary of $14,500 per month, subject to statutory and other required deductions, paid semi-monthly, and a
performance bonus of up to 50% of his base salary. Mr. Turner may also be granted such stock options under the Plan
as may be approved by the Board of Directors from time to time. Effective July 1, 2007, the Company increased Mr.
Turner’s monthly base salary to $16,667 per month and effective July 16, 2008, the Company subsequently increased
Mr. Turner’s monthly base salary to $17,500 per month. With the appointment of Mr. Charpentier as the Company’s
Chief Financial Officer effective July 16, 2008, Mr. Turner no longer served the Company in that capacity but
continued in his role of Executive Vice President. Effective May 1, 2009, the Company increased Mr. Turner’s salary to
$17,850 per month. Effective May 1, 2010, the Company decreased Mr. Turner’s salary by 9% to $16,243 per month
and reduced his performance bonus to up to 40% of his base salary. Effective May 21, 2010, Mr. Turner resumed the
role of Chief Financial Officer.
Provided the Company continues to be a going concern or, in the discretion of the Board acting reasonably, the
Company has or will have sufficient funds to continue its operations in a manner consistent with the Company’s
operations for the previous twelve months, if the Company terminates Mr. Turner’s employment without just cause, he
will be entitled to severance equal to eight months’ base salary and related bonus plus an additional one month’s pay per
completed year of service up to a maximum of twelve months’ base salary plus bonus in total or the equivalent base
salary in lieu of notice or any combination of notice and pay in lieu thereof. If such a scenario took place on May 1,
2011, Mr. Turner would be entitled to receive a severance of $194,916 plus any applicable bonus of up to a maximum
of $77,966.
Should the Company no longer be a going concern, and, in the discretion of the Board acting reasonably, the Company
does not have or will not have sufficient funds to continue its operations in a manner materially consistent with the
Company’s operations for the previous twelve months, the Company may terminate Mr. Turner’s employment at any
time without cause by the provision of written notice and the payment of all accrued pay to the date of termination,
including accrued vacation pay and a maximum severance of eight weeks’ notice and related bonus, or the equivalent
base salary in lieu of notice, or any combination thereof. If such a scenario took place on May 1, 2011, Mr. Turner
would be entitled to receive a severance of $29,987 plus any applicable bonus of up to a maximum of $11,995.
In the event Mr. Turner’s employment is terminated without cause at the time of or within 12 months of the date of a
change of control of the Company, Mr. Turner will be entitled to payment of any amounts or benefits, including
deferred pay accrued to the date of termination and payment of the higher of either (i) double the base salary and related
bonuses which Mr. Turner would otherwise be entitled to receive at that time if his position was terminated without
cause under a scenario where there was not a change of control; or (ii) 12 months’ base salary plus bonus. If such a
scenario took place on May 1, 2011, Mr. Turner would be entitled to receive a severance of $545,764.