Contract
Exhibit 10.1
THIS COMPENSATION AGREEMENT ("Agreement") is made and entered into as of March 13, 2015 ("Effective Date") between Indoor Harvest Corp (the "Company") and Xxxx Xxxx (the "Director").
1. Background. The Company's Board of Directors has elected the Director to a vacancy on such Board of Directors to perform the services of a director as set forth in applicable Company documents including but not limited to the Articles of Incorporation and Bylaws, as well as the Texas law governing Directors (the "Services"). In furtherance thereof, the Company and the Director desire to enter into this Agreement.
Date of Award
|
Number of Shares
|
Date of Vesting
|
||
March 13, 2015
|
20,820
|
May 31, 2015
|
||
June 1, 2015
|
20,820
|
August 31, 2015
|
||
September 1, 2015
|
20,820
|
November 30, 2015
|
||
December 1, 2015
|
20,820
|
February 29, 2016
|
||
March 1, 2016
|
20,820
|
May 31, 2016
|
||
June 1, 2016
|
20,820
|
August 31, 2016
|
||
September 1, 2016
|
20,820
|
November 30, 2016
|
||
December 1, 2016
|
20,820
|
March 13, 2017
|
||
Total
|
166,560
|
If the Director is a Director both at the Date of Award and Date of Vesting, the shares for each award in the Table above shall be fully vested, a certificate representing the shares shall be issued and shall be non-forfeitable. If the Director is not a Director at the Date of Award, the shares for each award in the Table above shall not be awarded. If the Director is a Director at the Date of Award and not at the Date of Vesting, the shares for each such award in the Table above shall be forfeited and a certificate representing the shares shall not be issued.
4. Company's Proprietary Rights and Non-Disclosure of Confidential Information
A. Obligation. The Director will hold the Company's Confidential Information, as defined below, in the strictest confidence and will not disclose or use the Confidential Information except as permitted by this Agreement in connection with the Services, unless expressly authorized to act otherwise in writing by an officer of the Company or as otherwise required by law or valid and binding judicial order. The Director's obligations under this Section shall survive any termination of this Agreement. In addition, the Director recognizes that he will be exposed to, have access to and be engaged in the development of information (including tangible and intangible manifestations) regarding the patents, copyrights, trademarks, and Confidential Information of the Company. The Director acknowledges and agrees that all this information, whether presently existing or developed in the future, which is not the subject of a patent, patent application, copyright, trademark or trade secret either owned by the Director or in the public domain prior to the Effective Date, is the sole property of the Company and its assigns.
B. Confidential Information. "Confidential Information" means trade secrets, confidential information, data or any other proprietary information of the Company. By way of illustration, but not limitation, "Confidential Information" includes (a) information relating to the Company's technology, including inventions, ideas, processes, formulas, data, know-how, experimental results and techniques; and (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers and the skills and compensation of the Company's employees. However, "Confidential Information" does not include information that is (as demonstrated by written evidence):
1. already known to the Director at the time of the disclosure;
2. publicly available or becomes publicly available through no breach of the Director or any party under the Director's dominion and control;
3. independently developed by the Director; or
4. rightfully first received by the Director from a third party other than the Company.
C. No Conflicting Obligations. The Director represents and warrants that the Director's performance of this Agreement and his service as a director of the Company do not and will not breach or conflict with any agreement to which the Director is or becomes a party.
D. Third-Party Confidential Information. The Director understands that the Company has received and in the future will receive from third parties information that is confidential or proprietary ("Third-Party Information") subject to a duty on the part of the Company to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of this Agreement and thereafter, the Director will hold Third-Party Information in the strictest confidence and will not disclose or use Third-Party Information except as permitted by the agreement between the Company and such third party, unless expressly authorized to act otherwise by an officer of the Company in writing (other than an officer who is also a principal of the Director).
The Director: Xxxx Xxxx
0 Xxxxxxx Xxxxx
Xxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
The Company: Xxxx Xxxxx, CEO
0000 Xxxx Xxxxxxx Xxxxx X
Xxxxxxx, XX 00000
F. Governing Law. This Agreement is governed in accordance with the laws (other than choice-of-laws principles) of the State of Texas.
/s/ Xxxx Choo__________________ /s/ Xxxx Sykes___________________
Director's Signature Block Company Signature Block