EXHIBIT 10.8
MobiClear
December 1, 2007
XXXXXX XXX
27th Floor, Chatham House
000 Xxxxxx Xxxxxx
Xxxxxxx Xxxxxxx, Xxxxxx Xxxx
Xxxxxxxxxxx 1227
RE: Appointment to the Board of Directors of MobiClear Inc.
Dear Xxxxxx:
This letter will serve to set forth our agreement with respect to your
appointment as a member of the board of directors (the "Board") of MobiClear
Inc. (the "Company") to serve for a term of one (1) year (the "Appointment").
As compensation for services as a member of the Board, during your membership to
the Board, the Company shall pay you a fee at an annual rate of Twenty Thousand
Dollars (US$20,000.00) which shall be payable in monthly installments.
Upon your acceptance of the Appointment, the Company shall grant you shares of
common stock of the Company which shall equal one percent (1%) of the total
issued and outstanding shares of common stock as of the date of your acceptance.
In addition, at the time of your acceptance, the Company hereby agrees that it
shall grant to you an option (the "Option") to purchase that number of shares of
common stock of the Company, which as of the date hereof represents
approximately one percent (1%) of all of the issued and outstanding shares of
common stock of the Company (as of the date of your acceptance) for each
instance (up to four as provided herein) within a three (3) year period wherein
the Company consummates an agreement to sell or license the Company's products
and services to a financial institution (the "Institution") from sources which
are introduced to the Company by you (and such sources were not known by the
Company other than via introduction by you) and, such Institution was approved
by the Board; provided, however that the maximum number of shares subject to the
Option shall be that number of shares which equal four percent (4%) of all of
the issued and outstanding shares of common stock of the Company as of the date
of your acceptance. The Option shall: (i) have an exercise price per share equal
to the last sale price of the shares of common stock of the Company on the date
prior to your acceptance as quoted on the OTC electronic quotation system; (ii)
vest in full immediately upon grant; (iii) shall be exercisable for a period of
three (3) years from the date of grant (regardless of whether or not you remain
a member of the Board); and (iv) be granted pursuant to an option agreement with
terms and conditions substantially similar to those as set forth on Exhibit A
attached hereto.
Upon the acceptance of the Appointment, the Company shall use its best effort to
obtain directors and officers liability insurance for the Company and the
members of its Board within thirty (30) days of your acceptance.
Please be advised that the term of your Appointment as well as the share and
option grant set forth herein are subject to the by-laws of the Company as well
as federal and state law.
Confidential Mobiclear, Inc. 2008-04-15 Page 1 (2)
If the foregoing accurately sets forth our agreement with respect to the
principal terms of the employment, please sign below and return a copy of this
letter agreement to the undersigned.
Very truly yours,
MobiClear Inc.
By:/s/_____________________________
Name: Xxx Xxxx
Title: Chairman of the Board
ABOVE AGREED TO AND ACCEPTED:
/s/__________________________
XXXXXX XXX
Confidential Mobiclear, Inc. 2008-04-15 Page 2 (2)
