Addendum to Employment Agreement between Medizone International and David A. Dodd dated September 19, 2017

THIS CHANGE OF CONTROL ADDENDUM TO THE EMPLOYMENT AGREEMENT (the “Addendum”) is made and entered into as of the 19^th day of September, 2017, by and between Medizone International, Inc., a Nevada corporation (the “Company”), and David A. Dodd (“Executive” or “you”).

The Company and Executive entered into that certain Employment Agreement effective as of September 15, 2017, pursuant to which the Company has employed Executive as Chief Executive Officer (the “Agreement”). Except as otherwise provided in this Addendum, all capitalized terms used but not defined in this Addendum shall have the meanings given to them in the Agreement.

The Company and Executive (as evidenced by their execution hereof) desire to amend and supplement the Agreement as provided herein.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.          Addition of Change of Control Addendum. This Addendum is hereby incorporated into the Agreement and shall be attached to the Agreement as Exhibit A. CHANGE OF CONTROL ADDENDUM

Notwithstanding any other provision contained herein, if your employment is terminated for Good Reason or by the Company without Cause (other than on the account of your death or Disability), in each case within 12 months following a Change of Control, you shall be entitled to receive, subject to your execution of a general release of known and unknown claims in a form satisfactory to the Company, severance payments (the “Severance Pay”) calculated as follows:

to one times the Executive’s annual Base Salary and Target Bonus in effect on the date of the Change of Control.

In addition to the Severance Pay, the Company shall provide group medical continuation coverage under the Company’s group medical plan for the Executive, his spouse and his eligible dependents for 18 months following the date of his termination of employment following the Change of Control; provided that you are eligible for COBRA and have elected continuation coverage under the applicable rules. However, the Company’s COBRA obligations shall immediately cease to the extent you become eligible for substantially equivalent health insurance coverage from a subsequent employer.  In lieu of providing such coverage, the Company may pay to the Executive an amount equal to the cost of such group medical continuation coverage, which amount shall be calculated using the applicable COBRA premium rates in effect for the month in which the termination of employment following a Change of Control occurs.  Subject to the terms of the following paragraph, the Severance Pay and the cost of group medical continuation coverage (if the Company elects to pay the cost of such coverage to the Executive) will be paid to the Executive in a lump sum within 90 days after you return the executed release agreement.  The vesting and exercisability of each option and any other equity award granted to the Executive by the Company (or of any property received by the Executive in exchange for such options in a Change of Control) shall be automatically accelerated in full upon the termination of his employment following a Change of Control.

If the Company determines that you are a “specified employee” under Section 409A(a)(2)(B)(i) of Internal Revenue Code of 1986, as amended (the “Code”) at the time of your Separation From Service (as defined in Section 409A of the Code), then (i) the Severance Payments under the preceding paragraph, to the extent that they are subject to Section 409A of the Code, will be paid in a lump sum during the seventh month after your Separation From Service.

For purposes of this Addendum, “Change of Control” shall mean the occurrence of any of the following:

For purposes of this Addendum, “Good Reason” shall mean any of the following events if effected by the Company without your consent within  12 months of the Change of Control:

“Change in Ownership or Control” shall mean a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company determined in accordance with Section 280G(b)(2) of the Code.

“Contingent Compensation Payments” shall mean any payment (or benefit) in the nature of compensation that is made or made available (under this Agreement or otherwise) to a “disqualified individual” (as defined in Section 280G(c) of the Code) and that is contingent (within the meaning of Section 280G (b) (2) (A) (i) of the Code) on a Change in Ownership or Control of the Company.

“Excess Parachute Payments” shall mean “excess parachute payments” as defined in Section 280G(b)(1) of the Code before taking into account the Eliminated Amount, if otherwise applicable.

“Threshold Amount” shall mean $25,000.

“Income Tax Payable on the Eliminated Amount” shall mean the Eliminated Amount (determined without regard to whether any Contingent Compensation Payments are actually eliminated) multiplied by the highest combined marginal federal, state and local income tax rate in effect for the taxable year, taking into account the phase-out of itemized deductions and the federal Medicare tax.

“Excise Tax Payable on Excess Parachute Payments” shall mean the tax imposed by Section 4999(a) of the Code on Excess Parachute Payments.

IN WITNESS WHEREOF, the parties have executed this Change of Control Addendum to the Employment Agreement as of the date above written.

“COMPANY”

Medizone International, Inc.

By: _______________________________

Title: David A. Esposito, Chairman of the Board

“EXECUTIVE”

___________________________________

David A. Dodd