IS GROSS NEGLIGENCE, WILLFUL MISCONDUCT, MATERIAL BREACH OF AGREEMENT,
CEO BANKRUPTCY, DERELICTION OF DUTIES; BREACH OF CORPORATE OR SECURITIES LAWS OR
RULES; CONVICTION OF FRAUD, DISHONESTY, OR OTHER CRIMINAL OFFENSE WITH PENALTY
OF IMPRISONMENT; MATERIAL BREACH OF COMPANY POLICIES.
10.4
TERMINATION FOR DEATH OR DISABILITY - VESTED OPTIONS CONTINUE;
NON-VESTED OPTIONS TERMINATE; BASE SALARY CONTINUES 9 MONTHS.
11
CONFIDENTIALITY, NON-SOLICITATION, NON-COMPETITION:
CUSTOMARY
PROVISIONS DURING TERM OF AGREEMENT; 1 YEAR NON-COMPETITION POST TERMINATION OF
AGREEMENT SO LONG AS PAYMENTS ARE MADE IN ACCORDANCE WITH SECTION 10.2 FOR THE
ENTIRE NON-COMPETITION PERIOD; CONFIDENTIALITY COVENANTS SURVIVE TERMINATION.
12
DISPUTE RESOLUTION:
ARBITRATION IN NEW YORK; GOVERNING LAW:
NEW YORK.
13
INDEMNIFICATION AND DIRECTORS & OFFICERS INSURANCE:
COMPANY
TO ENTER INTO INDEMNIFICATION AGREEMENT WITH CEO; COMPANY TO INCREASE DIRECTORS
& OFFICERS INSURANCE COVERAGE TO HIGHEST REASONABLY AVAILABLE COVERAGE.
14
NOTICES:
ALL NOTICES, REQUESTS, CONSENTS AND OTHER
COMMUNICATIONS UNDER THIS TERM SHEET SHALL BE IN WRITING AND SHALL BE DEEMED
DELIVERED ONE BUSINESS DAY AFTER BEING SENT VIA OVERNIGHT COURIER TO THE OTHER
PARTY AT THE ADDRESS PROVIDED UNDER ANCILLARY DELIVERY HERETO.
ANY PARTY MAY
GIVE NOTICE ANY OTHER MEANS (INCLUDING, WITHOUT LIMITATION, PERSONAL DELIVERY OR
ELECTRONIC MAIL), BUT SUCH ALTERNATIVE MODE OF DELIVERY OF NOTICE SHALL BE
DEEMED GIVEN ONLY UPON ACTUAL RECEIPT BY THE OTHER PARTY.
ANY PARTY MAY CHANGE
THE ADDRESS OF NOTICES BY GIVING NOTICE IN THE FOREGOING MANNER.
15
ENTIRE AGREEMENT:
UNLESS AND UNTIL LONG FORM OF WRITTEN
AGREEMENT IS EXECUTED (WHICH SHALL BE NO LATER THAN MARCH 1, 2012) AND
DELIVERED, THIS TERM SHEET SHALL CONSTITUTE THE ENTIRE AGREEMENT AND
UNDERSTANDING OF THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS RELATING TO SUCH SUBJECT
MATTER.
3
Binding Term
Sheet - CIG Wireless Corp. - Paul
McGinn
16
AMENDMENTS AND WAIVERS:
THIS TERM SHEET MAY BE AMENDED ONLY
IN WRITING SIGNED BY ALL PARTIES.
NO WAIVERS OR EXCEPTIONS TO ANY TERM,
CONDITION OR PROVISION OF THIS TERM SHEET, IN ANY ONE OR MORE INSTANCES, SHALL
BE DEEMED TO BE, OR CONSTRUED AS, A FURTHER OR CONTINUING WAIVER OF ANY SUCH
TERM, CONDITION OR PROVISION.
17
FEES AND EXPENSES; COUNSEL:
EACH PARTY SHALL PAY ITS OWN
RESPECTIVE FEES AND EXPENSES OF ITS ADVISORS, COUNSEL, ACCOUNTANTS AND OTHER
EXPERTS, IF ANY, AND ALL OTHER EXPENSES, INCURRED BY SUCH PARTY INCIDENT TO THE
NEGOTIATION, PREPARATION, EXECUTION, DELIVERY AND PERFORMANCE OF THIS TERM
SHEET.
THE CEO ACKNOWLEDGES THAT COMPANY COUNSEL IS NOT ACTING AS COUNSEL TO
THE CEO.
18
COUNTERPARTS; ELECTRONIC DELIVERY OF SIGNATURES.
THIS TERM
SHEET MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE
DEEMED TO BE AN ORIGINAL, AND ALL OF WHICH SHALL CONSTITUTE ONE AND THE SAME
DOCUMENT.
THIS TERM SHEET MAY BE DELIVERED BY FAX, SCAN OR OTHER ELECTRONIC
MODE WHICH SHALL BE FULLY BINDING AS AN ORIGINAL.
[Signature Page Follows]
4
Binding Term
Sheet - CIG Wireless Corp. - Paul
McGinn
IN WITNESS WHEREOF, the parties hereto have caused this Term Sheet to be