DIRECTOR AGREEMENT
DIRECTOR AGREEMENT
This Director Agreement (this "Agreement") is entered and effective as of September 8, 2020 (the "Effective Date"), by and between American Battery Metals Corporation at 000 Xxxxx Xxxx, Xxxxx 000-00, Xxxxxxx Xxxxxxx, XX 00000 (the "Company") and Xxxx Xxxxxxx ("Board Member" at 000 Xxxxx Xxxxxx Xxxxxx, Xxxx 0000, Xxxx XX 00000, and together with the Company, the "Parties.").
A.The Company has requested that Board Member provide certain Director services to the Company and Board Member has agreed to provide such services.
B.The Parties would like to enter into this Agreement to define the Parties' rights and obligations under which Board Member shall provide Director services to the Company.
NOW, THEREFORE, in consideration of the mutual promises of the Parties hereto and of other good and valuable consideration, the receipt and sufficiency of such are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agreed as follows:
ARTICLE 1.
DIRECTOR POSITION AND DUTIES
1.1Director Position. Board Member agrees to serve as a Board Member for the Company, on the terms and conditions set forth below.
1.2Term. This Agreement shall begin on the Effective Date and continue for a three-year term or until terminated by either Party pursuant to Article 3 (the “Term”).
1.3Duties. Board Member agrees to undertake and perform all duties and services set forth on Exhibit A to this Agreement (the "Services"). Board Member shall perform the Services herein faithfully, diligently, to the best of Board Member's ability, and in the best interests of the Company.
1.4Policies. The Board Member shall adhere to and comply with the policies and procedures adopted by the Company, as amended from time to time, and the laws, regulations, policies and industry standards of all applicable regulatory agencies, stock exchanges and security commissions.
1.5Independent Contractor. Board Member's relationship with Company shall be that of an independent contractor and not that of an employee. Board Member shall not be entitled to any compensation for the performance of the Services other than as set forth in this Agreement.
(a)Board Member shall have full responsibility for applicable withholding taxes for all compensation paid to Board Member under this Agreement, and for compliance with all applicable labor and employment requirements with respect to Board Member's self- employment. Board Member agrees to indemnify, defend, and hold Company harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on Company by the relevant taxing authorities with respect to any compensation paid to Board Member.
ARTICLE 2.
COMPENSATION
ARTICLE 3.
TERMINATION
ARTICLE 4.
NON-SOLICITATION AND NON-COMPETE
4.1Non-Solicitation of Employees. So long as Board Member is receiving Director payments from the Company and one year following such time, Board Member shall not directly or indirectly solicit for employment or for independent contractor work any employee of the Company or its affiliates, and shall not encourage any such employee to leave the employment of the Company or its affiliates.
a. Article Exemptions for Intellectual Property. Air Conditioning and thermal systems design work that Board Member is doing as part of M2 Thermal Solutions, LLC, is exempt from this Article 4.2 as it was invented and initiated before the Board Member joined the Company.
ARTICLE 5.
CONFIDENTIALITY
5.1Nondisclosure. Board Member acknowledges that in the course of providing services to the Company, Board Member will have access to confidential information. Confidential information includes, but is not limited to, information about either the Company's clients, the terms and conditions under which the Company or its affiliates deals with clients, pricing information for the purchase or sale of assets, customer lists, research materials, manuals, computer programs, formulas for analyzing asset portfolios, techniques, data, marketing plans and tactics, technical information, lists of asset sources, the processes and practices of the Company, all information contained in electronic or computer files, all financial information, salary and wage information, and any other information that is designated by the Company or its affiliates as confidential or that Board Member knows is confidential, information provided by third parties that the Company or its affiliates are obligated to keep confidential, and all other proprietary information of the Company or its affiliates. Board Member acknowledges that all confidential information is and shall continue to be the exclusive property of the Company or its affiliates, whether or not prepared in whole or in part by Board Member and whether or not disclosed to or entrusted to Board Member in connection with service for the Company. Board Member agrees not to disclose confidential information, directly or indirectly, under any circumstances or by any means, to any third persons without the prior written consent of the Company. Board Member agrees that he will not copy, transmit, reproduce, summarize, quote, or make any commercial or other use whatsoever of confidential information, except as may be necessary to perform work done by Board Member for the Company. Board Member agrees to exercise the highest degree of care in safeguarding confidential information against loss, theft or other inadvertent disclosure and agrees generally to take all steps necessary or requested by the Company to ensure maintenance of the confidentiality of the confidential information.
5.2Exclusions. Section 5.1 shall not apply to the following information: (a) information now and hereafter voluntarily disseminated by the Company to the public or which otherwise becomes part of the public domain through lawful means; (b) information already known to Board Member as documented by written records which predate the Effective Date;
(c) information subsequently and rightfully received from third parties and not subject to any obligation of confidentiality; and (d) information independently developed by Board Member after termination of his services.
5.5Confidential Proprietary and Trade Secret Information of Others. Board Member represents that he has disclosed to the Company any agreement to which Board Member is or has been a party regarding the confidential information of others and Board Member understands that Board Member's execution of this Agreement with the Company will not require Board Member to breach any such agreement. Board Member will not disclose such confidential information to the Company nor induce the Company to use any trade secret or proprietary information received from another under an agreement or understanding prohibiting such use or disclosure.
ARTICLE 6.
COMPANY'S OWNERSHIP IN BOARD MEMBER'S WORK
6.1Company's Ownership. Board Member agrees that all inventions, discoveries, improvements, trade secrets, formulae, techniques, processes, and know-how, whether or not patentable, and whether or not reduced to practice, that are conceived or developed during the Term, either alone or jointly with others, if on the Company's time, using the Company's equipment, supplies, facilities, or trade secret information or relating to the Company shall be owned exclusively by the Company, and Board Member hereby assigns to the Company all Board Member's right, title, and interest in all such intellectual property. The Board Member agrees that the Company shall be the sole owner of all domestic and foreign patents or other rights pertaining thereto, and further agrees to execute all documents that the Company reasonably determines to be necessary or convenient for use in applying for, prosecuting, perfecting, or enforcing patents or other intellectual property rights, including the execution of any assignments, patent applications, or other documents that the Company may reasonably request. This provision is intended to apply only to the extent permitted by applicable law.
ARTICLE 7.
INDEMNIFICATION
ARTICLE 8.
ARBITRATION
Except for disputes, controversies, or claims or other actions seeking injunctive or equitable relief, which may be brought before any court having jurisdiction, any controversy, dispute, or claim ("Claim") whatsoever between Board Member on the one hand, and the Company, or any of its affiliated entities or any of its employees, officers, directors, agents, and representatives of the Company or its affiliated entities on the other hand, shall be settled by binding arbitration, at the request of either party, under the rules of the American Arbitration Association. The arbitrator shall be a retired federal or state judge with at least ten years’ experience as a judge. The arbitrator shall apply Nevada law. The demand for arbitration must be in writing and made within the applicable statute of limitations period. The arbitration shall take place in Reno, Nevada. The parties shall be entitled to conduct reasonable discovery, including conducting depositions and requesting documents. The arbitrator shall have the authority to resolve discovery disputes, including but not limited to determining what constitutes reasonable discovery. The arbitrator shall prepare in writing and timely provide to the parties a decision and award which includes factual findings and the reasons upon which the decision is based.
The decision of the arbitrator shall be binding and conclusive on the Parties, except as may otherwise be required by law. Judgment upon the award rendered by the arbitrator may be entered in any court having proper jurisdiction. Each Party shall bear its or his own fees and costs incurred in connection with the arbitration, except that the arbitrator may award attorneys' fees and costs in accordance with applicable law.
Both the Company and Board Member understand and agree that by using arbitration to resolve any Claims between Board Member and the Company (or its affiliates) they are giving up any right that they may have to a judge or jury trial with regard to those Claims.
ARTICLE 9.
MISCELLANEOUS
9.3Disqualification. Board Member represents and warrants to the company that Board Member does not have any "bad actor" disqualification set forth in Rule 506 (d) of Regulation D under the Securities Act of 1933. Board Member acknowledges that Board Member's representation set forth in this Section 9.3 was a condition precedent to the Company entering into this Agreement.
9.7Resignation from Positions with the Company. The termination of Board Member's services for the Company for any reason shall, without any further action on the part of the Board Member, constitute the Board Member's resignation from any board, or officer position the Board Member has with the Company and any of its affiliates, which resignation shall be effective as of the Board Member's last day of providing services.
9.8Cooperation. From and after the termination of Board Member's services for the Company, the Board Member agrees, upon the Company's request, to reasonably cooperate in any investigation, litigation, arbitration or regulatory proceeding regarding events that occurred during the time that Board Member is retained by the Company or its affiliates. The Board Member will make himself reasonably available to consult with Company's counsel, to provide information and to appear to give testimony. The Company will, to the extent permitted by law, reimburse the Board Member for any reasonable out-of-pocket expenses that the Board Member incurs in extending such cooperation, so long as the Board Member provides the Company with advance written notice of the Board Member's request for reimbursement and provides satisfactory documentation of the expenses.
(Signature page immediately follows)
IN WITNESS WHEREOF, the parties have caused this Board Member Agreement to be duly executed by their respective authorized representatives as of the Effective Date.
"COMPANY":"BOARD MEMBER":
American Battery Metals Corporation,
a Nevada corporation
By: /s/ Xxxxxxx X. Xxxx |
| By: /s/ Xxxx Xxxxxxx |
Name: Xxxxxxx X. Xxxx |
| Name: Xxxx Xxxxxxx |
Title:Chairman & CEO |
| Title: Board Member & CTO |
EXHIBIT A
Additional Terms
X.Xxxxxxxx. Board Member shall perform such duties and exercise such powers as are usually performed by a board member of the Company.
B.Director Payments. The Company will pay for professional fees of $7,500 and a $2,500 value in shares per month. The Company will also issue two million shares of restricted common stock for his services to the Company upon execution of this agreement. In addition, Board Member shall also be entitled to grants of one million shares of common stock of the Company in the calendar years 2021-2023 on each anniversary date of September 1. The restricted common stock issuances are considered appropriate additional annual compensation for active board duties. All share grants will be subject to rule 144 and will have a six-month holding period. If the board member voluntarily leaves the Board during this 6-month holding period, then the share grants will be rescinded. The Board Member may also elect to receive cash fee payments of any past due and up to six-months of future compensation in the form of registered common stock shares (via S-8). The dollar value of this cash compensation for share issuance shall be at fifty percent (50%) of its then market value due to the illiquid nature of the common shares and the financial condition of the Company.
Board member also has a bonus provision he will earn and be paid equal to the percentage of current Board Member annual salary, for the following events:
•Opening of Plant:12.5%
•$1 Million Revenue From Plant:25%
•Major Exchange Uplist:12.5%
•Major Strategic Partnership:12.5%
•Elimination of Convertible Debt:25%
•On-Time Reporting:12.5%
C.Addresses. For purposes of notice under this Agreement the addresses of the Company and Board Member are as follows:
Company:American Battery Metals Corporation
000 Xxxxx Xxxx, Xxxxx 000-00
Xxxxxxx Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxx, CEO
Board Member:Xxxx Xxxxxxx
000 Xxxxx Xxxxxx Xxxxxx, Xxxx 0000
Xxxx, XX 00000