SEVERANCE
AGREEMENT


 


SEVERANCE
AGREEMENT dated the 16th
day of July
2013, by and
between Airware Labs


Corp,  a
Delaware  corporation  ("Employer"),
and  Jeffrey Rassas,
("Employee").


 


WHEREAS,
 Employee is an
executive officer and
a valued employee
of Employer.


 


WHEREAS,
 Employer and Employee
desire to agree
to the results
of any termination 
of


Employee's
employment  by Employer
other than for
cause.


 


NOW,  THEREFORE, in consideration  of the premises
and of the mutual covenants set forth in
this


Agreement,
the parties hereto agree
as follows:


 


1. Result  of
Termination Other  than  for
Cause.  In the event that Employer terminates  Employee's
employment  with Employer other than for cause,
(a) Employer shall pay Employee's base salary for a period of
12 months following such termination, (b) Employer shall pay to
Employee, at the same time as bonuses
are paid to Employer's other executives, a portion of the
bonus earned by Employee for the period commencing on the first day of the fiscal
year for which the bonus is calculated and ending on the date of termination ; and (c) all unvested stock-based compensation
held by Employee shall vest as of the
date of termination. As used herein, "cause" shall mean any termination
of Employee 's employment by Employer as
a result of Employee engaging in an act or acts
involving a crime, moral turpitude, fraud, or dishonesty, or Employee willfully violating in a
material respect Employer 's Corporate Governance Guidelines, Code of Conduct, or
any applicable Code of Ethics, including, without limitation, the provisions thereof relating to conflicts of interest or
related party transactions.


 


 


2.
Competition and  Confidential
Information .


(a)
Interests to be Protected
.  The parties
acknowledge  that Employee 
performs essential services for
Employer, its employees, 
and its stockholders during the term of
Employee's employment
with Employer. Employee  is exposed to,
has access to, and works with, a considerable amount of Confidential Information (as defined below). The parties
also expressly recognize and acknowledge that the
personnel of Employer have been trained by, and
are valuable to, Employer and that Employer will incur substantial recruiting
and training expenses  if Employer must hire
new personnel or retrain existing personnel to
fill vacancies. The parties expressly  recognize that
it could seriously impair the goodwill and diminish the value of
Employer 's business should Employee compete with Employer in any manner whatsoever.
The parties acknowledge  that
this covenant has an extended duration; however, they agree that this covenant is
reasonable and it is necessary for the protection of Employer, its stockholders, and
employees. For these and other reasons, and the fact that there are many other employment
opportunities available to Employee if his employment is terminated,
the parties are in full and complete
agreement that the following restrictive
covenants are fair and reasonable  and are
entered into freely, voluntarily, and knowingly.
Furthermore, each party was given the opportunity  to
consult with independent legal counsel  before entering 
into this Agreement.





 


 


(b)
Non-Competition. For the
period equal to
12 months after
the termination  by
Employer of Employee's employment
 with Employer other
than for cause or
upon resignation by Employee, Employee shall not (whether directly or
indirectly, as owner, principal , agent, stockholder, director, officer, manager,
employee, partner, participant, or in any other
capacity) engage or become financially
interested in any competitive business conducted within the Restricted Territory
(as defined below). As used
herein, the term "competitive business" shall mean any
business that sells or provides or
attempts to sell or provide products or
services the same as or
substantially similar to the products or services sold
or provided by Employer during Employee's
employment,  and the term ··Restricted Territory'' shall mean any state
or other geographical in which Employer sells products or provides services during
Employee's employment.


(c) Non-Solicitation of Employees. For
a period of 24 months after the termination  by
Employer


of
Employee's employment  with
Employer other than
for cause or
resignation by Employee,
Employee shall not directly or indirectly, for Employee, or on
behalf of, or in conjunction  with, any
other person, company, partnership, corporation, or governmental entity, solicit for employment,
seek to hire, or hire any person or persons
who is employed by or was employed by Employer within
12 months of the termination of Employee's
employment for the purpose
of having any
such employee engage in services that are
the same as or similar or related
to the services that such employee provided
for Employer.


(d)
Confidential Information . 
Employee shall maintain in
strict secrecy all
confidential  or trade


secret
information  relating to
the business of
Employer (the "Confidential
 Information")
obtained by Employee in
the course of
Employee's employment, and Employee shall
not, unless first authorized in writing by Employer, disclose to, or use for
Employee's benefit or for the benefit
of, any person, firm, or entity at any time either during or subsequent
to the term of Employee's employment,
any Confidential Information, except as required in the performance of Employee’s duties on behalf of Employer. For purposes hereof, Confidential Information shall
include without limitation any materials,
trade secrets, knowledge, or information  with
respect to management, operational , or investment policies and practices of Employer;
any business methods or forms; any names or addresses of customers or data on customers
or suppliers; and any business policies or other
information relating to or dealing with the management, operational, or investment
policies or practices of Employer.


(e)
Return  of Books,  Records,
Papers,  and Equipment.
Upon the termination  of
Employee's


employment
 with Employer
for any reason,
Employee shall deliver
promptly to Employer
all files, lists,
books, records, manuals,
memoranda, drawings, and specifications;
all cost, pricing, and other financial data;
all other written or printed materials
and computers, cell phones, PDAs,
and other equipment that are the property
of Employer (and any copies of them); and
all other materials that may contain Confidential Information relating
to the business of
Employer, which Employee may then
have in Employee's possession, whether
prepared by Employee or not.


(f)
Disclosure of Information.
Employee shall disclose promptly
to Employer, or its nominee,
any and all ideas, designs, processes,
and improvements of any kind relating to the business of Employer, whether patentable
or not, conceived or made by Employee, either
alone or jointly with others,
during working hours or otherwise, during the entire period of Employee's employment
with Employer or within six months thereafter.





(g)
Assignment. Employee hereby
assigns to Employer
or its nominee,
the entire right, title,
and interest in and to all inventions, discoveries, and improvements, whether
patentable or not, that Employee
may conceive or make during Employee 's
employment with Employer, or within six
months thereafter, and which relate to the business
of Employer.


(h)
Equitable Relief.  In the
event a violation
of any of
the restrictions contained 
in this Section
is established,  Employer shall
be entitled to preliminary and permanent injunctive relief as well
as damages and an equitable accounting of
all earnings, profits, and
other benefits arising from such violation,
which right shall be cumulative and in addition to any other rights
or remedies to which Employer may be entitled.
In the event
of a violation of
any provision of subsection (b), (c),
(t), or (g) of this Section , the period
for which those provisions would remain in effect shall be
extended for a period
of time equal to that period beginning
when such violation commenced  and ending when
the activities constituting such


violation
shall have been finally
terminated  in good
faith.


(i)
Restrictions Separable. If the scope
of any provision
of this Agreement
(whether  in this Section
4 or otherwise) 
is found by a Court
to be too broad to
permit enforcement to its full extent,
then such provision shall be enforced to the
maximum extent permitted by law. The
parties agree that the scope of any provision
of this Agreement may
be modified by a judge in any proceeding to enforce this Agreement, so that
such provision can be enforced to the maximum
extent permitted by law. Each and every restriction set forth in
this Section 4 is independent and severable from the others, and no such restriction
shall be rendered unenforceable  by virtue
of the fact that, for any reason, any other or others of them may be unenforceable
in whole or in part.


 


3.
Miscellaneous.


(a)
Notices. All notices,
requests, demands, and
other communications  required or
permitted under this Agreement
shall be in writing
and shall be deemed to have
been duly given, made, and received
(i) if personally delivered, on the date of delivery, (ii) if by facsimile transmission
, upon receipt, (iii) if mailed, three
days after deposit in the United States mail , registered or certified, return
receipt requested, postage prepaid, and addressed as
provided below, or (iv) if by a courier delivery service providing overnight
or "next-day" delivery, on the next business day after deposit with
such service addressed as follows:


 


(1)
If  to Employer:


 


8399
E. Indian School
Rd., #202


Scottsdale,
 AZ 8525 I


Attention:
Chief Executive Officer





 


with
a copy given
in the manner prescribed
above, to:


 


8399
E. Indian School 
Rd., #202


Scottsdale,
 AZ 85251


Attention:
Ronald L. Miller,
Jr., Board Member





 


(2)
 If to Employee:


 


8399
E. Indian School Rd., #202


Scottsdale,
 AZ 85251



Phone:
[(  ) _-_]


 


Either
party may alter
the address to
which communications  or
copies are to
be sent by
giving notice of such
change of address in conformity with the
provisions of this Section 5 for the giving
of notice.


(b)
Indulgences; Waivers.  Neither
any failure nor
any delay on
the part of
either party to
exercise any right, remedy, power,
or privilege under this Agreement shall operate
as a waiver thereof, nor
shall any single or partial exercise of
any right, remedy, power, or privilege preclude any other
or further exercise of the same or
of any other right, remedy,
power, or privilege, nor
shall any waiver of any right,
remedy, power, or privilege with respect
to any occurrence be construed as a waiver
of such right, remedy, power, or privilege with
respect to any other occurrence.
No waiver shall be binding unless
executed in writing by the
party making the waiver.


(c)
Controlling  Law. This
Agreement and all
questions relating to
its validity, interpretation, performance
and enforcement, shall
be governed by and
construed in accordance with the laws
of the state of Delaware, notwithstanding
 any Delaware or other
conflict-of-interest provisions to the contrary.





(d)
Binding Nature of
Agreement. This Agreement
shall be binding
upon and inure
to the benefit of
the parties hereto
and their respective heirs, personal representatives, successors, and
assigns, except that no party may assign
or transfer such
party's rights or obligations under this Agreement without the prior written
consent of the other
party.


(e)
Execution in Counterpart. 
This Agreement may
be executed in
any number of
counterparts,


each
of which shall
be deemed to
be an original
as against any party whose
signature appears thereon, and all
of which shall together constitute one and
the same instrument. This Agreement shall become binding when one or
more counterparts hereof, individually or
taken together, shall bear the
signatures of the parties reflected hereon
as the signatories.


(f)
Provisions Separable. The
provisions of this Agreement
are independent of and
separable from each other,
and no provision shall be affected
or rendered invalid or unenforceable by
virtue of the fact that for
any reason any other or
others of them
may be invalid or unenforceable in whole or in part.


(g)
Entire Agreement. This Agreement contains the entire understanding between
the parties


hereto
with respect to
the subject matter hereof and
supersedes all prior and contemporaneous
agreements and understandings, 
inducements, and conditions, express
or implied, oral or written, except as
herein contained. The express terms hereof control and
supersede any course of performance and/or usage of the trade inconsistent
with any of the terms
hereof. This Agreement may not be modified
or amended other than by
an agreement  in writing.


(h)
No Participation  in Severance 
Plans. Except as
contemplated  by this
Agreement, 


Employee
acknowledges and agrees that the compensation
and other benefits set forth in this Agreement
are and shall be
in lieu of any compensation or other benefits
that may otherwise be payable to or on
behalf of Employee pursuant to the terms
of any severance pay arrangement of
Employer or an y affiliate thereof, or any other similar arrangement of Employer
or any affiliates thereof providing for benefits
upon involuntary termination of employment.


(i)
Paragraph  Headings. The paragraph
headings in this Agreement
are for convenience only;


they
form no part
of this Agreement
and shall not affect its
interpretation.


(j)
Gender. Words used herein,
regardless of the number and gender
specifically  used, shall
be


deemed
and construed to
include any other
number, singular or plural,
and any other gender,
masculine, feminine, or neuter, as
the context requires.


(k)
Number of Days. In computing the number
of days for purposes of
this Agreement, all
days shall be counted, including
Saturdays, Sundays, and holidays; provided, however,
that if the final day of any time
period falls on a Saturday, Sunda y, or holida y, then the final day shall be deemed to be
the next day that is not a Saturday,
Sunday, or holiday.


 


4.
Successors and Assigns.


This
Agreement shall inure to the
benefit of and be binding upon
the successors and assigns of
the parties hereto; provided that
because the obligations
of Employee hereunder involve the
performance of personal services, such obligations shall not
be delegated by Employee. For purposes of
this Agreement successors and assigns
shall include, but not be limited
to, any individual, corporation, trust, partnership, or other
entity that acquires a majority of the
stock or assets of Employer by sale, merger,
consolidation, liquidation, or other form of transfer.
Employer will require any successor (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) to all or
substantially all of the business
and/or assets of Employer to expressly assume 
and agree  to
perform  this Agreement
in the same  manner and to the
same extent  that Employer would
be required  to perform 
it if no such succession had taken place. Without limiting 
the foregoing, unless the context  otherwise requires, the term "'Employer"
includes all subsidiaries of Employer.


 


IN
WITNESS WHEREOF, the
parties  have executed
this Agreement as
of the date
first above written.