DIRECTOR AGREEMENT
This
Director Agreement (“Agreement”) is entered into by and between PREMIER POWER
RENEWABLE ENERGY, INC., a Delaware corporation (hereinafter referred to as
PPRE), and Xxxxx Xxxx (hereinafter referred to as XXXX). This
Agreement is dated as of March 23, 2009.
WHEREAS,
PPRE is a corporation duly organized and existing under the laws of the State of
Delaware.
WHEREAS,
XXXX is an individual who has vast corporate executive experience.
WHEREAS,
as a result of XXXX qualifications, the Board of Directors of PPRE (the “BOARD”)
elected XXXX to serve on the Board on March 18, 2009.
WHEREAS,
XXXX is willing to accept said election as a member of the BOARD.
WHEREAS,
the parties now desire to enter into this Agreement to memorialize the parties’
understandings and agreements regarding XXXX’ service on the BOARD.
NOW IN
CONSIDERATION FOR THE MUTUAL PROMISES, COVENANTS, AND CONDITIONS CONTAINED
HEREIN, IT IS AGREED AS FOLLOWS:
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1.
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XXXX
hereby agrees to accept his membership on the BOARD and to dutifully
serve. XXXX agrees to continue to accept his election of said
member of the BOARD and to so serve for a period of no less through March
11, 2011, subject to re-election by the required vote of PPRE shareholders
at the annual meeting of
shareholders.
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2.
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XXXX
shall be required to attend at least Two (2) “In Person” BOARD Meetings,
and two (2) additional Telephonic BOARD Meetings per
year.
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3.
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PPRE
shall pay to XXXX as and for his compensation to serve as a member of its
BOARD the following:
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a.
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One Thousand Two Hundred and Fifty Dollars ( $1,250.00) for Telephonic Board Meetings, and Two Thousand Five Hundred Dollars ($2,500.00) per in Person BOARD Meeting plus travel expenses to and back from said BOARD Meeting. Such Travel shall include a Coach Air Line Ticket, and “On Ground” transportation, to and back from the respective Airports and BOARD Meeting Rooms. XXXX shall receive no additional compensation hereunder for attending the “Telephonic BOARD Meetings” |
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b.
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The
right to receive Fifty Thousand (50,000) of Common Class “A” Voting
Stock. Said Stock shall vest to XXXX as
follows:
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i)
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Upon
the completion of the first year of service on the BOARD, 33% of the total
shares due to XXXX shall
vest,
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ii)
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Upon
the completion second full year of service on the BOARD 33% of the total
shares due to XXXX shall
vest,
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iii)
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The
remaining shares shall vest to XXXX upon the completion of third full year
of service.
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For
purposes of this Provision, XXXX shall be required to use reasonable best
efforts to serve at each of the BOARD Meetings described in Paragraph 2 above,
in order for said shares to vest.
However
notwithstanding the foregoing, should the shareholders, for any reason, other
than for cause, fail or refuse to nominate and elect XXXX, after his first full
year of service as a member of the BOARD, then so long as XXXX remains ready,
willing and able to so serve, he shall be deemed to have so satisfied the
provisions of attendance and dutiful service so as to obtain the herein
described shares.
The
shareholders failure or refusal to nominate and elect XXXX shall be considered
“for cause” if any of the following events are discovered and or
occur:
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i)
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XXXX
either fails to attend, or fails to act in a responsible and professional
manner at each such subject BOARD Meeting,
and/or
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ii)
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XXXX
commits a felony or some other act against public and/or moral decency
which would cast a negative publicity light or stigma on the PPRE,
and/or
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iii)
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XXXX
breaches the fiduciary obligation that he owes to PPRE by
virtue of the fact that his is an elected member of the BOARD
by disclosing any Corporate proprietary information to any third party,
and/or conducts any deal and/or transaction that in any way
conflicts and or competes with the business of
PPRE
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4. In
addition to the compensation provided above, PPRE shall maintain, at its own
costs and expense Directors Errors and Omission Insurance in an amount of no
less than Two
Million Dollars ($2,000,000), specifically including XXXX and the other BOARD
Members as insured. Should the subject insurance coverage not be
sufficient to cover any losses occasioned by actions of the BOARD, then PPRE
agrees to indemnify and hold XXXX harmless from and against any loss, damages,
costs, expenses, liabilities, and or causes of action, which may arise as a
result of his dutiful and responsible performance of his duties as a member of
the BOARD.
5. MISCELLANEOUS
PROVISIONS:
a) The
parties hereto agree to execute any and all documents necessary to effectuate
the intent of this Agreement. Furthermore, the parties
hereto agree to comply with all statutory requirements with respects to the
transfer of the instant shares.
b) This Agreement
shall be the full and final Agreement between the parties and shall constitute
the full and final Agreement between the parties with respect to the subject
matter of this Agreement. This Agreement shall
supersede any prior or contemporaneous Agreement, oral or written, between the
parties.
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c) If
any provision of this Agreement shall be found to be invalid or
unenforceable in any respect, the remainder of the Agreement shall remain in
full force and effect. The Agreement shall be interpreted to provide
a full and reasonable commercial interpretation.
d) Any
and all modifications to this Agreement must be undertaken in
writing and signed by all parties.
e) This Agreement
shall be interpreted according to the laws of the State of
California. If any suit or litigation is instituted it shall be
brought in Sacramento, California. The prevailing party in any such
litigation shall be entitled to their reasonable attorney’s fees and
costs.
f) All
parties warrant that they possess the full authority and capacity to enter into
this Agreement and bind their respective associates.
g) This Agreement may
not be assigned by XXXX and services contracted for herein are specific to XXXX
and may not delegated and or assigned to any other person other than
XXXX.
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PREMIER
POWER RENEWABLE
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XXXXX
XXXX
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ENERGY,
INC.
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/s/
Xxxx
Xxxxx
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/s/
Xxxxx
Xxxx
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By:
Xxxx Xxxxx
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Its:
Chief Executive Officer
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