Employment Offer Letter for Vice President of Corporate Marketing between 724 Solutions Inc. and Elda Rudd

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Termination without Cause:     If during the first two years of your employment with the Company your employment is terminated without “cause”, as defined herein, then upon execution of a general release of claims satisfactory to the Company, the Company will provide you with the following severance benefits:  six months of salary continuation at your then current rate of base salary, and twelve months of employer-paid group health benefits on the same basis as active employees.  If at any time while you are receiving severance benefits from 724 Solutions you commence employment elsewhere (to be determined in the discretion of the Board of Directors) then your severance benefits as described above will cease at that time.    Except as may be provided under this Agreement following termination of your employment (i) any benefits to which you may be entitled pursuant to the Company plans, policies and arrangements referred to above shall be determined and paid in accordance with the terms of such plans, policies and arrangements, and (ii) you shall have no right to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such termination.  For purposes of this document “Termination without Cause” includes the Company decreasing your base salary to an amount less than 95% of your starting annual base salary, $175,000, without your approval, and/or significantly changing your position or the scope of your responsibilities without your consent and approval.  Should you believe that the scope of your responsibilities has changed significantly, you must document the reasons you believe such in a written letter delivered to an Officer of 724 Solutions, and allow 724 Solutions to rectify such within 30 days.

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Definition of “Cause:     “Cause” shall mean: (i) the Executive’s death or her permanent disability, which shall mean the Executive’s inability, as a result of physical or mental incapacity, substantially to perform her duties hereunder for a period of three (3) consecutive months; (ii) a material violation by the Executive of any applicable material law or regulation respecting the business of the Employer; (iii) the Executive being found guilty of criminal misconduct, or (iv) the Executive perpetrating an act of dishonesty, , or (v) the intentional negligent failure of the Executive to perform her duties hereunder in any material respect.  The Executive shall be entitled to at least ten (10) days’ prior written notice of the Employer’s intention to terminate her employment for “Cause” (as defined herein) (except the Executive’s death or conviction of a felony) specifying the grounds for such termination, and a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to a representative the Board her position regarding any dispute relating to the existence of such cause.  In the event termination is based upon a claim of physical or mental incapacity, and a dispute regarding the Executive’s disability arises between the Executive and the Employer, each party shall choose a physician who together will choose a third physician to make a final determination.