Severance Pay. Severance pay in the gross amount of $145,382.40 (the “Severance Payment”). The Severance Payment will be paid to Employee in one lump sum, within 30 days from the Effective Date of this Agreement.

Effective upon the termination of this Agreement, the ​ will be obligated to pay the Employee (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 9(d), and in lieu of all other amounts, and such payment shall be in settlement and complete release of all claims the Employee may have against the ​ for any amounts due and owing to Employee under this or any other agreement. For purposes of this Section 9(d), the Employee’s designated beneficiary will be such individual beneficiary or trust, located at such address, as the Employee may designate by notice to the ​ from time to time or, if the Employee fails to give notice to the ​ of such a beneficiary, the Employee’s estate. Notwithstanding the preceding sentence, the ​ will have no duty, in any circumstances, to attempt to open an estate on behalf of the Employee, to determine whether any beneficiary designated by the Employee is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Employee’s personal representative (or the trustee of a trust established by the Employee) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.

Transition Pay. Except for life and disability (short-term and long-term coverage) which terminated as of February 2, 2016, Employee will be entitled to full salary and benefit participation until the Transition Start Date subject to the terms of any benefit plan. From and after the Transition Start Date and during the remainder of the Term (as defined in 3.1), for performance of the Transition Services, the Company shall pay Employee up to $120,000 (the “Transition Pay”), in the amount of $20,000 per month.

Separation Pay. In consideration of Employee signing and reaffirming this Agreement, and abiding by the covenants and releases given herein, ESI will pay Employee total of One Hundred Eighty-Eight Thousand Six Hundred and Twenty Six Dollars ($188,626), less applicable withholdings (“Separation Pay”). This sum includes an amount equal to six (6) months’ individual COBRA payments. The Separation Pay will be paid on January 4, 2016.

Incentive Pay. Employee shall be eligible to receive incentive pay, including cash bonuses and equity awards under an equity incentive plan of the Company, from time to time in the exclusive discretion of the Company. The form, amount, and other terms of any such incentive pay shall be determined by the Board of Directors (or a committee authorized by the Board).

“Transitional Pay Contribution.” Contributions by the Company provided for under Section D.2.

Military Differential Pay. For years beginning after December 31, 2008: # an individual receiving Military Differential Pay is treated as an Employee of the Employer making the payment; # the Military Differential Pay is treated as 415 Compensation ( and Compensation unless otherwise elected in the Adoption Agreement); and # the Plan is not treated as failing to meet the requirements of any provision described in Code §414(u)(1)(C) (or corresponding Plan provisions, including, but not limited to, Plan provi sions related to the ADP or ACP test) by reason of any contribution or benefit which is based on the Military Differential Pay. The Administrator operationally may determine, for purposes of the provisions described in Code §414(u)(1)(C), whether to take into account any Elective Deferrals, and if applicable, any matching contributions, attributable to Military Differential Pay.

Military Differential Pay. Compensation shall include payments to an individual who does not currently perform services for the Employer by reason of qualified military service (as that term is used in Code §414(u)(1)) to the extent those payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service.

Promise to Pay. Co-Borrowers hereby unconditionally promise to pay Bank the outstanding principal amount of all Credit Extensions and accrued and unpaid interest thereon as and when due in accordance with this Agreement.

Promise to Pay. FOR VALUE RECEIVED, the undersigned JAYHAWK ENERGY, INC., a Colorado corporation, together with its successors and permitted assigns, having an office address at 611 E. Sherman Avenue, Coeur d’Alene, Idaho 83814 (the “Borrower”), promises to pay, ON DEMAND, to the order of VAST EXPLORATION, LLC, a Texas limited liability company, its successors, assigns and/or affiliates (“Lender”), at such place as may be designated from time to time in writing by the holder hereof to Borrower, the principal sum of ONE HUNDRED THOUSAND DOLLARS AND NO/100ths ($100,000) or the aggregate unpaid principal amount of all advances made by the Lender to the Borrower, as show on the books and records of Lender, together with interest on the unpaid principal balance hereof from time to time outstanding from the date hereof until the entire principal amount due hereunder is paid in full at the “Borrowing Rate” (defined below).