STRATEGIC ADVISORY PANEL AGREEMENT
Exhibit 10.32
THIS STRATEGIC ADVISORY PANEL AGREEMENT (the “Agreement”), dated as of
__________________, 2011 by and between Myriant Technologies, Inc. (the “Company”), a
Delaware corporation with offices at Xxx Xxxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx 00000,
and ____________ (the “Advisor”), with an address at _________________.
WITNESSETH
WHEREAS, the Company seeks to create an Advisory Panel (the “Advisory Panel”), the
charter for which is attached as Exhibit A, to advise the Company’s Board of Directors and
management in the Company’s strategic decision making and other matters, including business,
organizational development, technology, policy and outreach;
WHEREAS, the Advisor has experience, capabilities and knowledge that qualify the Advisor to
serve on the Advisory Panel;
WHEREAS, the Company seeks advisory services from the Advisor, and the Advisor seeks to
provide such services to the Company under the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the Agreement set forth herein, the parties hereby agree
as follows:
1. Appointment. The Company hereby appoints the Advisor to the Advisory Panel, and the
Advisor hereby agrees to provide the services described herein.
2. Services. The Advisor shall provide advisory services to the Company, from time to time
at the Company’s request, which advisory services may include, but shall not be limited to the
following:
| (a) | Consulting with the Company within the Advisor’s professional area of expertise; | ||
| (b) | Soliciting input from others within the Advisor’s professional area of expertise; | ||
| (c) | Exchanging strategic and business development ideas with the Company; and | ||
| (d) | Participating in Advisory Panel meetings, such meetings to take place at times and locations to be determined, and often in conjunction with the Board of Directors meetings; |
3. Term and Termination. This Agreement shall become effective on the date hereof and shall
remain in force for a term of one (1) year. This Agreement shall automatically renew on its
anniversary date hereof for additional one (1) year terms, unless either the Board of Directors or
the Advisor provides notice, in writing, to the other, at least ten (10) days prior to the
anniversary date that it does not intend to renew the Agreement. Furthermore, this Agreement may
be terminated, in writing, by either the Board of Directors or the Advisor, at any time and for any
reason.
4. Compensation. The Advisor will be issued equity in the Company valued at Seventy Five
Thousand Dollars (US $75,000) upon execution of the Agreement and Thirty Five Thousand Dollars cash
(US $35,000) annually thereafter.
5. Expenses. The Advisor shall be entitled to reimbursement from the Company for all
reasonable out-of-pocket expenses incurred in connection with the services of the Advisory Panel,
upon presentation to the Company of written documentation for such expenses.
6. Confidential Information. The Advisor acknowledges that the Advisor may be furnished or
given access to certain non-public information of commercial or other value to the business in
which the Company is engaged (the “Confidential Information”) during the term of this
appointment. The Advisor further acknowledges that Confidential Information constitutes a
proprietary right that the Company is entitled to protect. Accordingly, the Advisor agrees that
during the term of this Agreement and thereafter until such time as all the Confidential
Information becomes publicly known and made generally available through no action or inaction of
the Advisor, the Advisor will keep in strict confidence the Confidential Information and shall not,
without prior written consent of the Company in each instance, disclose, use or otherwise
disseminate the Confidential Information, directly or indirectly, to any third party.
7. Indemnification. The Advisor shall have no obligations or liabilities, other than those
identified in Section 6 herein, for any actions or omissions taken as an Advisor. Any Advisor who
is made, or threatened to be made, a party to any pending action or proceeding, whether civil,
criminal, administrative or investigative, arising out of or related to the Advisor’s service on
the Advisory Panel, shall be indemnified by the Company and the Company shall advance to the
Advisor such related expenses incurred in defense of such action to the fullest extent permitted by
applicable law. The Company shall make any indemnification payment, including any payment of
defense costs, promptly after request by Advisor. For the purposes hereof, Advisor shall include
such Advisor’s heirs and personal representatives. The Company further acknowledges that the
foregoing indemnification is a material inducement for the Advisor to serve on the Advisory Panel
and that the Advisor would not otherwise agree to serve on the Advisory Panel in the absence of
this inducement. This Section 7 shall survive the termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date hereof.
| Myriant Technologies, Inc. | ||||
By: |
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| Xxxxxxx X. Xxxxx | ||||
| Chief Executive Officer | ||||
| (Advisor) | ||||
By: |
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