EXHIBIT 10.39
December 20, 2002
General Xxxxxxxxx X. Xxxx, Xx.
Chairman
Worldwide Associates, Inc.
0000 00xx Xxxxxx X.X.
Xxxxx 000
Xxxxxxxxxx XX 00000
Re: DOR BioPharma Board Membership Letter Agreement
Dear General:
It was a pleasure speaking with you again. It gives me great pleasure to offer
you to become a member of the board of directors of DOR BioPharma, Inc. ("DOR")
and as a non-executive Chairman of the Board.
In your capacity as a non-executive Chairman of the Board, you will not be
considered an executive, officer or employee of DOR and as such will have no
responsibilities attendant therewith. Your only responsibilities will be to
attend board meetings of DOR on a best efforts basis, comparable to the
responsibilities of the other non-executive members of the board. You will not
have any duties outside of your attendance of meetings of the board not
otherwise applicable to other board members. Specifically, for clarification,
you will not be required to participate or assist management in the preparation
of board meetings in advance of such meetings, for example. All such
responsibilities shall remain the exclusive responsibility of the executive
officers and management of DOR. It is anticipated that a new executive position
of Vice Chairman may be created to handle any and all executive responsibilities
of coordinating the board of directors in advance of board meetings and to
assist the President and Chief Executive Officer with matters to be presented to
the board. You shall also not be required to participate in any committee of the
board that may be established. The company intends to establish executive
offices in the area surrounding Washington, DC so as to be in close working
proximity in the FDA, DoD and NIH and it is anticipated that future in person
board meetings will be held in the Washington, DC area to the extent possible.
As part of the position of non-executive Chairman, DOR shall also immediately
issue to you fully-vested options to acquire two million (2,000,000) shares of
DOR common stock for (10) years at an exercise price of thirty-five cents
($0.35) per share of which 900,000 options shall be subject to stockholder
certification, which the Company shall seek to obtain as soon as possible.
DOR shall pay you a fee of fifty thousand dollars ($50,000) per annum, payable
quarterly in advance, plus board fees for attendance of meetings consistent with
the policy regarding other non-executive members of the board, which is
currently two thousand dollars ($2,000) per in-
General Xxxxxxxxx X. Xxxx, Xx.
December 20, 2002
Page 2
person meeting and one thousand dollars ($1,000) per telephonic meeting, plus
reimbursement of all expenses.
DOR shall fully indemnify you for any acts and omissions to the fullest extent
permitted under Delaware Law include you as a covered person pursuant to DOR's
D&O policy, currently five million dollars ($5,000,000).
You shall be required to acknowledge DOR's xxxxxxx xxxxxxx policies and policies
protecting proprietary information of DOR, consistent with that of other members
of the board of directors. Such policies will be forwarded to you under separate
letter.
On behalf of the other members of the board and myself, we welcome you to the
board and look forward to working with you.
If the foregoing accurately sets forth your understanding of our present intent,
kindly so indicate by executing the counterpart in the space provided and
returning to me via fax at 000-000-0000.
Sincerely,
Xxxxx X. Xxxxxx, CPA, Esq.
President
Agreed to and Accepted:
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General Xxxxxxxxx X. Xxxx, Xx.
