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This Director's Agreement is made between a company and a director to secure the services of the director. This document sets forth the material terms and conditions of the director's employment including the director's duties and responsibilities, compensation, and the initial term of the agreement. It contains numerous standard clauses that are commonly included in these types of agreements, and may be customized to address the specific needs of the parties. This document should be used when a company hires a director.
This Director's Agreement is made between a company and a director to secure the services of the director. This document sets forth the material terms and conditions of the director's employment including the director's duties and responsibilities, compensation, and the initial term of the agreement. It contains numerous standard clauses that are commonly included in these types of agreements, and may be customized to address the specific needs of the parties. This document should be used when a company hires a director. DIRECTOR’S AGREEMENT This AGREEMENT, made on this _____________ day of ___________________, 20 ________ , (the “Effective Date”), by and between _______________________ , a ______________________corporation with its principal place of business in ______________________________________ (the “Company”) and _______________________, an individual , residing at _____________________________________________(the “Director”). WHEREAS, the Company wishes to secure the services of Director for the term of this Agreement, and the Director is willing to serve as Director of the Company upon the terms and conditions hereinafter provided. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. EMPLOYMENT The Company hereby employs Director to serve as its Director, and Director hereby accepts such employment by the Company, upon the terms and conditions herein provided. 2. DUTIES AND RESPONSIBILITIES (a) Director shall perform such duties and responsibilities as are normally related to such position in accordance with Company's bylaws and applicable law, including those services described on Exhibit A, (the "Services") Director agrees to use his best efforts to provide the Services. Director shall not let any other person or entity to perform the Services for or instead of Director. (b) Director may serve on other Boards of Directors or Advisory Boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director's obligations under this Agreement. Director represents that, to the best of his knowledge, Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict, without the approval of the majority of the Board of Directors. (c) Director will not engage in any activity that creates an actual conflict of interest with Company, and Director agrees to notify the Board of Directors before engaging in any activity that creates a potential conflict of interest with Company. Director shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that © Copyright 2011 Docstoc Inc. 2 competes directly with the Company, as reasonably determined by a majority of Company's disinterested board members, without the approval of the Board of Directors. 3. LOCATION The initial principal location at which the Director shall perform services for the Company shall be ________________________ 4. TERM This agreement shall commence on the Effective Date and shall continue for a period of ________________ years (the initial term). 5. VACATION AND SICK LEAVE Director shall be entitled to the number of paid vacation days in consistent with existing Company policies for its Directors. Director shall also be entitled to all paid holidays given by the Company to its Directors. 6. COMPENSATION In consideration of the services to be rendered under this Agreement, Company shall pay Director a Fee at the rate of $_______________________ per year. This Fee shall be payable in substantially equal monthly installments. 7. STOCK AND STOCK OPTIONS (a) In consideration of the Services to be rendered by the Director under this Agreement, Company agrees to grant Director the following two stock options subject to the approval of the Board of Directors (the "Options"): (i) an option to purchase ______________ number of shares of Company's common stock at an exercise price of $___________ per share (the fair market value of Company's common stock on the Effective Date), which shall be fully vested on the Effective Date; and (ii) an option to purchase ____________ number of shares of Company's common stock, which shall have an exercise price equal to 100% of the price charged pursuant to Company's Initial Public Offering ("IPO"), © Copyright 2011 Docstoc Inc. 3 (b) These Options shall be subject to the terms and conditions of Company's Stock Incentive Plan (the "Plan") and Company's standard Stock Option Agreement. (c) In the event (i) of a merger, change in control or sale of Company or (ii) Director either is terminated for Cause, as determined by a majority vote of the disinterested board members, the Shares immediately shall become fully vested. (d) "Cause" means a determination by a majority of the board members that the Director has been engaged in any of the following: (i) malfeasance in office; (ii) gross misconduct or neglect; (iii) false or fraudulent misrepresentation inducing Director's appointment; (iv) willful conversion of corporate funds; (v) material breach of an obligation to make full disclosure; (vi) gross incompetence; (vii) gross inefficiency; (viii) acts of moral turpitude; or (ix) repeated failure to participate (either by telephone or in person) board meetings on a regular basis despite having received proper notice of the meetings. 8. TERMINATION OF EMPLOYMENT (a) Without cause, the Company may terminate this agreement at any time upon ____ days' written notice to the Director. If requested by the Company, the Director shall continue to perform his duties and shall receive salary up to the date of termination. (b) Without cause, the Director may terminate this agreement upon ______ days' written notice to the Company. If requested by the Company, the Director shall continue to perform his duties and shall receive salary up to the date of termination. In addition, the Company at its discretion may pay the Director a severance allowance on the date of the termination. (c) The Company may terminate this Agreement for cause for any of the following events: i. If Director is convicted for an offence of felony or any act involving moral turpitude; ii. If Emplyee commits any act of theft, fraud, dishonesty or falsification of an employment record; iii. If Director commits any breach of this Agreement which remains uncured for a period of 14 days following written notice of such breach ; iv. If Director fails to perform reasonable assigned duties; and/or v. If Director improperly discloses Company’s confidential information; vi. If Director commits any act which causes detrimental effect to Company’s reputation and business 9. TERMINATION OBLIGATIONS © Copyright 2011 Docstoc Inc. 4 (a) Director agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts, and computer-generated materials provided to or prepared by Director incident to his services belong to Company and shall be promptly returned at the request of Company. (b) Upon termination of this Agreement, Director shall cooperate with Company in the winding up or transferring to other directors of any pending work and shall also cooperate with Company (to the extent allowed by law, and at Company's expense) in the defense of any action brought by any third party against Company that relates to the Services. 10. INVENTIONS Director agrees to promptly and freely disclose to the Company all such Proprietary Information which Director conceives as a result of his employment by the Company, and Director agrees to assign and hereby does assign all of his interest therein to the Company. Whenever requested to do so by the Company, Director shall execute any and all applications, assignments, or other instruments, which the Company shall deem necessary to apply for and obtain Letters Patent or Copyrights of the United States, or any foreign country, to otherwise protect the Company's interest in the Proprietary Information or to vest title to the Proprietary Information in the Company. These obligations shall survive the termination of Director's employment and shall be binding upon Director's assigns, executors, administrators, and other legal representatives. 11. NON-COMPETITION For a period of two years following termination of this Agreement, the Director shall not, directly or indirectly, through services to any partnership of which the Director is a partner or Director or through any corporation or other entity in which the Director has any interest or by whom is employed, compete with the Company or any of its affiliates or subsidiaries, in any activity in which the Company or its affiliates or subsidiaries may have been engaged within five years prior to the termination of this Agreement. 12. NON-SOLICITATION The Director shall not, during the term of this Agreement and for a period of two years immediately following termination of this Agreement, either directly or indirectly, call on, solicit, or take away, or attempt to call on, solicit or take away, any of the customers or clients of the Company on whom the Director called or became acquainted with during the terms of this Agreement, either for their own benefit, or for the benefit of any other person, firm, corporation or organization. 13. NONDISCLOSURE © Copyright 2011 Docstoc Inc. 5 (a) During the term of this Agreement and thereafter, Director agrees to keep and maintain confidential all the “confidential information” of the Company, and Director shall not use or disclose any such confidential information to any person, firm, corporation, or entity for any purpose not authorized by the Company unless the information becomes public through no fault on his part. The Director understands that any breach of this provision, or that of any other Confidentiality and Non-Disclosure Agreement, is a material breach of this Agreement. (b) For purposes of this paragraph, “confidential information” shall include information disclosed to or known by Director as a consequence of his employment with the Company (including information conceived, originated, discovered or developed by Director) not generally known about the Company’s business, products, services and operations, including without limitation any trade secrets, know how, inventions, customer lists, discoveries and improvements and ideas, whether or not patentable or any other form of proprietary information of the Company. The obligations under this clause are continuing and shall not cease on termination of this Agreement. 14. DEATH Director's employment hereunder shall terminate upon his death. Any sums due the Director under this Agreement shall be paid to the Director’s beneficiary at the next normal pay period after the date of Director’s death. Any sums due the Director under the Company’s Profit Sharing Plan shall be paid to the Director’s beneficiary as provided by the terms of the Plan. After receiving such final payments, the Director’s surviving spouse and/or his estate shall have no further rights under this Agreement. 15. EXPENSES Pursuant to Company policy, the Company shall reimburse the Director for all authorized travel and other reasonable expenses incurred by him in furtherance of the Company’s business upon the Director’s presentation of an itemized account of expenditures. 16. BENEFIT PLANS During the term of this Agreement, the Director shall be entitled to participate in any medical and dental plans, life and disability insurance plans, retirement plans and any other fringe benefit plans or programs maintained by the Company for the benefit of its Directors. Nothing in this Agreement shall preclude the Company from terminating or amending any Director benefit plan or program from time to time. © Copyright 2011 Docstoc Inc. 6 17. INDEMNIFICATION Company will indemnify and defend Director against any liability incurred in the performance of the Services to the fullest extent authorized in Company's Certificate of Incorporation, as amended, bylaws, and applicable law. Company has purchased Director's and Officers liability insurance, and Director shall be entitled to the protection of any insurance policies the Company maintains for the benefit of its Directors and Officers against all costs, charges and expenses in connection with any action, suit or proceeding to which he may be made a party by reason of his affiliation with Company, its subsidiaries, or affiliates. 18. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of ___________________________. 19. MEDIATION AND ARBITRATION Any controversy or claim arising out of or in relation to this Agreement or the validity, construction or performance of this Agreement, or the breach thereof, shall be resolved by arbitration in accordance with the rules of the American Arbitration Association (AAA) under its jurisdiction in the state of _____________________ before a single arbitrator. The parties shall have the right to engage in pre-hearing discovery in connection with such arbitration proceedings. The parties agree hereto that they will abide by and perform any award rendered in any arbitration conducted pursuant hereto, that any court having jurisdiction thereof may issue a judgment based upon such award and that the prevailing party in such arbitration and/or confirmation proceeding shall be entitled to recover its reasonable attorneys' fees and expenses. The arbitration award shall be final, binding and non-appealable. The Parties agree to accept service of process in accordance with the AAA Rules. 20. NOTICES Any notice to be given hereunder by any party to the other, may be affected either by personal delivery in writing, or by mail, registered or certified, postage pre-paid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraphs of this Agreement, but each party may change their address by written notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of five (5) days after mailing. The Director agrees to keep the Company current as to their business and mailing addresses, as well as telephone, email and mobile numbers. 21. INJUNCTIVE RELIEF © Copyright 2011 Docstoc Inc. 7 Director recognizes that the covenants contained in this Agreement are reasonable and necessary to protect the legitimate interests of the Company, that the parties would not have entered into this Agreement in the absence of such covenants, and that Director’s breach or threatened breach of such covenants shall cause the Company irreparable harm and significant injury, the amount of which shall be extremely difficult to estimate and ascertain, thus, making any remedy at law or in damages inadequate. Therefore, Director agrees that the Company shall be entitled, without the necessity of posting of any bond or security, to the issuance of injunctive relief by any court of competent jurisdiction enjoining any breach or threatened breach of such covenants and for any other relief such court deems appropriate. This right shall be in addition to any other remedy available hereunder or otherwise, whether at law or in equity. 22. WAIVER The waiver by either party hereto of any breach of any provision of this Agreement shall not operate or be construed as a waiver or any subsequent breach by either party hereto. 23. BINDING EFFECT AND ASSIGNMENT This Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns and the Director and his heirs and legal representatives. This Agreement is personal as to Director and may not be assigned by Director without first obtaining the written consent of the Company. This Agreement may be assigned by the Company without the prior consent of Director. 24. SEVERABILITY The unenforceability of any provision or provisions of this Agreement shall not affect the enforceability of any other provision of this Agreement.If, for any reason, any provision of this agreement is held invalid, all other provisions of this agreement shall remain in effect. If this agreement is held invalid or cannot be enforced, then to the full extent permitted by law any prior agreement between the Company (or any predecessor thereof) and the Director shall be deemed reinstated as if this agreement had not been executed. 25. ENTIRE AGREEMENT This Agreement contains the entire understanding of the parties relating to the employment of the Director by the Company. It may be changed only by an agreement in writing signed by the party or parties against whom enforcement of any waiver, change, modification, extension or discharge is sought. 26. AMENDMENT AND DEFAULT © Copyright 2011 Docstoc Inc. 8 This Agreement may be amended in whole or part at any time and from time to time but only in writing in a form substantially similar to the form hereof. In the event of default or breach of any of the terms and conditions hereof the defaulting party agrees to pay the reasonable attorneys fees incurred by the other party in enforcing the provisions hereof. 27. DIRECTOR ACKNOWLEDGMENT Director acknowledges Director has had the opportunity to consult legal counsel concerning this Agreement, that Director has read and understands the Agreement, that Director is fully aware of its legal effect, and that Director has entered into it freely based on his own judgment and not on any representations or promises other than those contained in this Agreement. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written. _________________________________ “COMPANY” BY:______________________________ _________________________________ “DIRECTOR” BY:______________________________ © Copyright 2011 Docstoc Inc. 9 EXHIBIT A DIRECTOR’S SERVICES © Copyright 2011 Docstoc Inc. 10
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