INDEPENDENT DIRECTOR AGREEMENT
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Exhibit 10.2
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THIS INDEPENDENT DIRECTOR AGREEMENT is made effective as of the 17th day of
October, 2007 (the “Agreement”), between XXX ENERGY CORPORATION, a Delaware
corporation with an address at 0000 Xxxxxx Xxxx, Xxxxx Xxxxxxx, Xxxxxxxxxxxx
00000 (the "Company"), and XXXX X. XXXXXX ("Director").
WHEREAS,
it is essential to the Company
to retain and attract as directors the most capable persons available to serve
on the board of directors of the Company (the "Board"); and
WHEREAS,
the Company believes that
Director possesses the necessary qualifications and abilities to serve as a
director of the Company and to perform the functions and meet the Company’s
needs related to its Board,
NOW,
THEREFORE, in consideration of the
mutual promises contained herein, the benefits to be derived by each party
hereunder and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1. Service
as Director. Director will serve as a director of the
Company and perform all duties as a director of the Company, including without
limitation (a) attending meetings of the Board, (b) serving on one or more
committees of the Board (each a "Committee") and attending meetings of each
Committee of which Director is a member, and (c) using reasonable efforts to
promote the business of the Company. The Company currently intends to hold
at
least one in-person regular meeting of the Board and each Committee each
quarter, together with additional meetings of the Board and Committees as may
be
required by the business and affairs of the Company. In fulfilling
his responsibilities as a director of the Company, Director agrees that he
shall
act honestly and in good faith with a view to the best interests of the Company
and exercise the care, diligence and skill that a reasonably prudent person
would exercise in comparable circumstances.
2. Compensation
and Expenses.
(a) Monthly
Retainer. For the services provided to the Company as a director
and until such time as the Board (or its designated Committee) establishes
different compensation for its non-employee directors, the Company will pay
to
Director a retainer in the amount of $5,000 per month (the "Retainer") for
each
month that Director serves as a director of the Company. The Retainer
will be paid to Director by the fifteenth day of each month. Director
and the Company each acknowledge and agree that the compensation paid to
Director for services provided to the Company may be amended or modified by
the
Board at any time and from time to time.
(b) Expenses. Upon
submission of appropriate receipts, invoices or vouchers as may be reasonably
required by the Company, the Company will reimburse Director for all reasonable
out-of-pocket expenses incurred in connection with the performance of Director’s
duties under this Agreement.
(c) Other
Benefits. The Board (or its designated Committee) may from time
to time authorize additional compensation and benefits for Director, including
additional compensation for service as chairman of a Committee and awards under
any stock incentive, stock option, stock compensation or long-term incentive
plan of the Company, including, without limitation, the Company’s 2007 Long Term
Incentive Plan or any other plan that may later be established by the
Company.
3. Director
and Officer Liability Insurance. To the extent the Company
maintains an insurance policy or policies providing directors’ and officers’
liability insurance, Director shall be covered by such policy or policies,
in
accordance with its or their terms, to the maximum extent of the coverage
available for any of the Company’s directors or officers.
4. Limitation
of Liability; Right to Indemnification. Director shall be
entitled to limitations of liability and the right to indemnification against
expenses and damages in connection with claims against Director relating to
his
service to the Company to the fullest extent permitted by the Company’s
Certificate of Incorporation and Bylaws (as such documents may be amended from
time to time), the General Corporation Law of the State of Delaware and other
applicable law.
5. Amendments
and Waiver. No supplement, modification or amendment of this
Agreement will be binding unless executed in writing by both parties. No waiver
of any provision of this Agreement on a particular occasion will be deemed
or
will constitute a waiver of that provision on a subsequent occasion or a waiver
of any other provision of this Agreement.
6. Binding
Effect. This Agreement will be binding upon and inure
to the benefit of and be enforceable by the parties and their respective
successors and assigns.
7. Severability. The
provisions of this Agreement are severable, and any provision of this Agreement
that is held by a court of competent jurisdiction to be invalid, void, or
otherwise unenforceable in any respect will not affect the validity or
enforceability of any other provision of this Agreement.
8. Governing
Law. This Agreement will be governed by and construed and
enforced in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed in that state without giving effect to the
principles of conflicts of laws.
9. Entire
Agreement. This Agreement constitutes the entire understanding
between the parties with respect to the subject matter hereof, superseding
all
negotiations, prior discussions and prior agreements and understanding relating
to such subject matter.
10. Miscellaneous. This
Agreement may be executed by the Company and Director in any number of
counterparts, each of which shall be deemed an original instrument, but all
of
which together shall constitute but one and the same instrument. Any
party may execute this Agreement by facsimile signature and the other party
will
be entitled to rely on such facsimile signature as evidence that this Agreement
has been duly executed by such party. Any party executing this
Agreement by facsimile signature will promptly forward to the other party an
original signature page by overnight courier. Director acknowledges
that this Agreement does not constitute a contract of employment and does not
imply that the Company will continue his service as a director for any period
of
time.
IN
WITNESS WHEREOF, the parties have
executed this Agreement as of the date shown above.
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XXX
ENERGY CORPORATION
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By:
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/s/ Xxxxxxxx
X. Xxxxxxx
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Xxxxxxxx
X. Xxxxxxx
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Chief
Executive Officer
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/s/ Xxxx
X. Xxxxxx
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Xxxx
X. Xxxxxx
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