TERM AND TERMINATION from Transition Agreement
This Transition Agreement (Agreement) is made effective this 2nd day of January, 2008 by and between Odyssey Marine Exploration, Inc., (Odyssey), of 5215 West Laurel Street, Tampa, FL, 33607, and John C. Morris (Morris), together referred to as the Parties.
TERM AND TERMINATION. The term of this Agreement shall be three years beginning on January 3, 2008 and ending on December 31, 2010 (the Consulting Period). Upon written agreement of both Parties prior to or at the termination of this Agreement, the term of this Agreement may be extended. In the event of a Change of Control, termination of the Agreement by Morris for Cause, or the death of Morris during the Consulting Period, Odyssey shall, within forty-five (45) days thereafter, pay to Morris, or Morris estate in the event of his death, in cash an amount equal to the product of the number of months remaining in the Consulting Period and Twenty-Seven Thousand, Eighty-Three and 33/100 Dollars ($27,083.33). The Agreement may be terminated at any time upon mutual agreement by both Parties or by either Party for Cause with thirty (30) days written notice to the other Party. Odyssey may terminate Morris for Cause if Morris (i) engages in willful, intentional, reckless, or grossly negligent misconduct the purpose or effect of which is to materially and adversely affect Odyssey; (ii) knowingly and without authorization takes Company funds or property; or (iii) is convicted of, or enters a plea of guilty or no contest to, a felony involving moral turpitude or materially violates any federal or state securities law. Morris may terminate this Agreement for Cause if Odyssey fails to make any of the compensation, benefit, expense, indemnification, insurance or other payments provided for in Sections 5, 6, or 14 below. Change in Control means the occurrence of any of the following: (i) the acquisition, directly or indirectly, by any individual or entity or group of beneficial ownership of more than 50% of the total outstanding voting power of capital stock of Odyssey in respect of the general power to elect directors; (ii) during any two consecutive years, individuals who at the beginning of the period constituted Odysseys board of directors (together with individuals elected to the board with the approval of at least 66 2/3% of the directors then still in office who were either directors at the beginning of the period, or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board then in office, provided however, that the current approved additions of Brad Baker and Mark Gordon to the Board and resignation of Morris from the Board are considered to have occurred prior to any period under which this determination is made; and (iii) (A) Odyssey consolidates with or merges into another entity or sells all or substantially all of its assets to any individual or entity, or (B) any corporation or other entity consolidates with or merges into Odyssey, which in either event (A) or (B) is pursuant to a transaction in which the holders of Odysseys voting capital stock in respect of the general power to elect directors immediately prior to the transaction do not own, immediately following such transaction, at least a majority of the voting capital stock in respect of the general power to elect directors of the surviving corporation or the person or entity which owns the assets so sold. The terms group and beneficial ownership have the meanings ascribed to them in the Securities Exchange Act of 1934, as amended, and rules promulgated by the Securities and Exchange Commission thereunder (except that an individual or entity will be deemed to be the beneficial owner of all shares that the individual or entity has the right to acquire without the happening or failure to happen of a material condition or contingency, other than the passage of time).