PRIME SUN POWER INC. DIRECTOR AGREEMENT
Exhibit
10.11
DIRECTOR
AGREEMENT (this “Agreement”), dated as of the date set forth on the signature
page hereto, by and between Prime Sun Power Inc. (the “Company”), and the
signatory hereto (“Director”).
(a) During
the Term, Director shall serve as director and, in such capacity, shall provide
those services required of a director under Company’s articles of incorporation
and bylaws, as both may be amended from time to time, and under the corporate
law of the jurisdiction of incorporation of the Company, the federal securities
laws and other state and federal laws and regulations, as applicable, and shall
render such services as are customarily associated with and are incident to the
position of director and such other services as Company may, from time to time,
reasonably require of him consistent with such position.
(b) Director
shall faithfully, competently and diligently perform to the best of his ability
all of the duties required of him as director. Without limiting the preceding
sentence, Company acknowledges that Director has other business commitments,
including commitments to serve on the board of directors of other
companies. The parties anticipate, on average, Director shall devote
approximately six (6) hours per month to the Company.
(a) This
Agreement shall be governed by and construed under the laws of the State of New
York, applicable to contracts to be wholly performed in such State, without
regard to the conflict of laws principles thereof.
(b) Any
action to enforce any of the provisions of this Agreement shall be brought in a
court of the State of New York located in the Borough of Manhattan of the City
of New York or in a Federal court located within the Southern District of New
York. The parties consent to the jurisdiction of such courts and to the service
of process in any manner provided by New York law. Each party irrevocably waives
trial by jury. Each party irrevocably waives any objection which it
may now or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in such court and any claim that such suit, action or
proceeding brought in such court has been brought in an inconvenient forum and
agrees that service of process in accordance with the foregoing sentences shall
be deemed in every respect effective and valid personal service of process upon
such party.
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(a) The
Director hereby represents and warrants to Company that his execution, delivery
and performance of this Agreement and any other agreement to be delivered
pursuant to this Agreement will not violate, conflict with or result in the
breach of any of the terms of, or constitute (or with notice or lapse of time or
both, constitute) a default under, any agreement, arrangement or understanding
with respect to Director’s employment or providing services to which Director is
a party or by which Director is bound or subject.
(b) Company
hereby represents and warrants to Director that (i) it is a corporation duly
organized, validly existing, and in good standing under the laws of the
jurisdiction of incorporation, and has all requisite corporate power and
authority to execute, deliver and perform this Agreement in accordance with the
terms hereof, (ii) all necessary actions to authorize the Company’s execution,
delivery and performance of this Agreement have been taken, (iii) this Agreement
has been duly executed and delivered by the Company and constitutes its legal,
valid, and binding obligation enforceable against it in accordance with the
terms hereof, and (iv) its execution, delivery and performance of this Agreement
and any other agreement to be delivered pursuant to this Agreement will not
violate, conflict with or result in the breach of any of the terms of, or
constitute (or with notice or lapse of time or both, constitute) a default
under, any agreement, arrangement or understanding with respect to Director’s
employment or which otherwise related to Director’s relationship with the
Company.
(c) Company
hereby agrees to indemnify and hold harmless Director, his affiliates (and such
affiliates’ directors, officers, employees, agents and representatives) and
permitted assigns, to the fullest extent permitted under New York law, from and
against any and all losses, damages, liabilities, obligations, costs or expenses
which are caused by or arise out of (i) any breach or default in the performance
by the Company of any covenant or agreement of the Company contained in this
Agreement, and (ii) any breach of warranty or inaccurate or erroneous
representation made by the Company herein, and (iii) any and all actions, suits,
proceedings, claims, demands, judgments, costs and expenses (including
reasonable legal fees) incident to any of the foregoing. The Company shall
advance any expenses reasonably incurred by Director in defending an
indemnifiable action hereunder, with such expenses to be reimbursed by Director
only in the event that a court of competent jurisdiction enters a binding
judgment, order or decree that Director acted in bad faith or in a manner he
reasonably believed not to be in the best interests of the Company.
[Signature
Page Follows]
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By:
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/s/ Xxxxxxx Xxxx
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Name:
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Xxxxxxx
Xxxx
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Title:
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Corporate
Secretary
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DIRECTOR
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(Signature:) /s/ Xxxxxxx
Xxxxx
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Print
Name: Xxxxxxx Xxxxx
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Annex
A
Appointment
of Xxxxxx Xxxxx
Board of
Directors of Prime Sun Power Inc.
Annual
Compensation: Twenty-Four Thousand Dollars per year, payable
monthly,
pro-rated
for any partial period thereof.
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