Exhibit 10.98a
FORM OF GIS DIRECTOR AGREEMENT
____________, 200__
M_. _______________
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RE: DIRECTOR AGREEMENT/GOVERNMENT INTERNET SYSTEMS, INC.
Dear _________,
On behalf of Vertical Computer Systems, Inc., a Delaware corporation
("Vertical"), I am pleased to confirm your appointment as Director of the Board
of Directors to Government Internet Systems, Inc., a Nevada corporation (the
"Company") effective as of _________, 200_, to fill a vacancy and your
acceptance of such appointment for a two-year term. Speaking for myself, as well
as the other future members of the Board of Directors and the Company's
management team, we look forward to your future success in this role.
In consideration for your service as a member of the Board of Directors
of the Company, Vertical Computer Systems, Inc. ("Vertical"), the Company's
majority and controlling shareholder, will issue to you two hundred fifty (250)
shares of the 25,000 authorized shares of the Company's Common Stock (the
"Shares"). The Shares will be subject to a buy back agreement, dated
___________, ________ (the "Buy Back Agreement") between yourself and Vertical
Computer Systems, Inc. ("Vertical"), a copy of which is attached to this
agreement as Attachment "B." You will also receive a purchase warrant from
Vertical (the "Warrant") to purchase 250,000 shares of Vertical's common stock.
The Warrant will be exercisable at any time for a period of five (5) years at an
exercise price of $0.01 per share and will be governed by the terms and
conditions of a separate warrant agreement, including a lock-up agreement, a
copy of which is attached to this letter agreement as Attachment "A." Affixed to
this agreement as Attachment "C" is a list the duties you are responsible for as
a Director. The Company shall reimburse you for reasonable travel and other
expenses incurred in the course of performing services hereunder. You will
receive no other compensation for your services as a member of the Board of
Directors of the Company.
Additionally, you agree that prior to commencement of your service as a
member of the Board of Directors; you will execute, and deliver to an officer of
the Company, the Company's Confidentiality and Development Agreement, a copy of
which I have enclosed for your review and execution as Attachment "D" (the
"Nondisclosure and Non-Solicitation Agreement"). In addition, you will abide by
the Company's strict policy that prohibits any new employee, consultant or
advisor from using or bringing with him or her from any previous employer any
confidential information, trade secret, or proprietary materials or processes of
such employer. You agree that your relationship with the Company will be that of
a Director.
Again, let me indicate how pleased we all are to extend this offer, and how much
we look forward to working together. Please indicate your acceptance by signing
and returning the enclosed copy of this letter and the affixed attachments. Only
a written agreement signed by the Company and you can modify or amend this
letter agreement.
Very truly yours,
VERTICAL COMPUTER SYSTEMS INC.
By: ________________________________
Xxxxxxx Xxxx
President/CEO
Vertical Computer Systems, Inc.,
Majority-controlling shareholder of
Government Internet Systems, Inc.
ACCEPTED AND AGREED:
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By: _______________________________
NAME
ATTACHMENT A
WARRANT
ATTACHMENT B
BUY BACK AGREEMENT
ATTACHMENT C
GOVERNMENT INTERNET SYSTEMS, INC.
BOARD OF DIRECTORS DUTIES
o Attend regularly scheduled Board meeting that will be normally be every
two months.
o Become knowledgeable of the Company products.
o Be a champion for GIS products and services.
o Introduce company products to potential users and decision makers.
o Introduce Company employees to potential clients and assist with the
selling effort.
ATTACHMENT D
NONDISCLOSURE AND NON-SOLICITATION AGREEMENT
