AMENDED AND RESTATED AGREEMENT TO SERVE AS MEMBER OF THE BOARD OF DIRECTORS
AMENDED AND
RESTATED
This
Amended and Restated Agreement to Serve as Member of the Board of Directors
(“Agreement”) is entered into by and between PREMIER POWER RENEWABLE ENERGY,
INC. (hereinafter referred to as PPRE) and Xxxxx Xxxxxx (hereinafter referred to
as XXXXXX) and replaces in its entirety the Agreement to Serve as Member of the
Board of Directors dated October 11, 2008 (the “Original Agreement”) and
previously executed by the parties to this Agreement. This Agreement
is dated as of December 19, 2008.
WHEREAS
PPRE is a corporation duly organized and existing under the laws of the State of
Delaware
WHERAS XXXXXX
is an individual who has vast corporate executive
experience
WHEREAS
as a result of XXXXXX qualifications, PPRE desires nominate and to
elect XXXXXX to serve on its Board of Directors (hereinafter referred
to as BOARD)
WHEREAS
XXXXXX is willing to accept said nomination and election as a member of the
BOARD
WHEREAS
the Original Agreement did not take effect and the parties now desire to enter
into this Agreement to memorialize the parties’ understandings and agreements
regarding XXXXXX’x 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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Should
XXXXXX be elected by the required vote of PPRE shareholders or by the
BOARD to serve on the BOARD, XXXXXX hereby agrees to accept his membership
on the BOARD and to dutifully serve. XXXXXX agrees to continue
to accept his election of said member of the BOARD and to so
serve for a period of no less through October 15,
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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XXXXXX
shall be required to attend at least Two (2) “In Person” BOARD
Meetings, and two (s) additional Telephonic BOARD Meetings per
year.
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3.
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PPRE
shall pay to XXXXXX 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. XXXXXX 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 XXXXXX 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 XXXXXX 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 XXXXXX shall
vest,
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iii)
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The
remaining shares shall vest to XXXXXX upon the completion of third full
year of service.
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iv)
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XXXXXX
may elect to take his cash compensation in the form of solar integration
into his home or property provided at a standard employee discount,
provided Premier is active in the area of his
property.
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For
purposes of this Provision, XXXXXX 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 XXXXXX, after his first
full year of service as a member of the BOARD, then so long as XXXXXX 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 of refusal to nominate and elect XXXXXX 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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XXXXXX
either fails to attend, or fails to act in an responsible and professional
manner at each such subject BOARD Meeting,
and/or
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ii)
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XXXXXX
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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XXXXXX
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.
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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 thanTwo
Million Dollars ($2,000,000), specifically including XXXXXX 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
XXXXXX 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.
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5.
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MISCELLANEOUS
PROVISIONS:
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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.
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 XXXXXX and services contracted for
herein are specific to XXXXXX and may not delegated and or assigned
to any other person other than XXXXXX
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PREMIER
POWER RENEWABLE
ENERGY,
INC.
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XXXXX
XXXXXX
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/s/ Xxxx Xxxxx
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/s/ Xxxxx Xxxxxx
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By:
Xxxx Xxxxx, CEO
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