EXHIBIT 10.18
AGREEMENT dated January ________________, 2001, between ReTrac Medical, Inc.
(the "Company"), and Xxxxxxx X. Xxxxxx, Xx. (the "Director ").
RECITALS
The Company is currently in the process of an Initial Public Offering (IPO) and
requires certain knowledge and experience to assist and guide the Company in its
growth and strategy.
Xxxxxxx X. Xxxxxx, Xx. has the knowledge and extensive experience the Company
requires.
The Company desires to have Xxxxxxx X. Xxxxxx, Xx. assume the role of Director
on the Board of Directors to assist and guide the Company through the IPO
process and shall continue thereafter for a maximum period of four years.
Xxxxxxx X. Xxxxxx, Xx. for certain consideration hereinafter defined, accepts
the position of Director as a member of the Board of Directors for a three year
period.
NOW THEREFORE subject to ratification by the Board of Directors, and any
amendments to the by-laws that may be required, the parties hereto agree as
follows.
1. POSITION.
Xxxxxxx X. Xxxxxx, Xx. shall assume the role of Director as member of the Board
of Directors.
2. TERM.
The term of this Agreement shall begin on January, 2001, the effective date,
and shall terminate on the second Tuesday in April 2004, and is subject to the
election or reelection of the Director to the Board of Directors each year
subsequent to the initial appointment.
3. DUTIES.
The Director shall devote a sufficient amount of his time and attention to the
Company`s business and shall be available to the management of the Company to
assist and guide the Company in its growth and strategy.
4. COMPENSATION.
The Director shall receive no compensation for his services as Director.
5. STOCK.
As a one-time consideration the for signing this agreement the Company agrees to
issue the Director One Hundred Thousand (100,000) shares of the Company's common
stock. Such stock shall be, and is, separate and apart from any other stock
issued, or to be issued, the Director under any other agreement. The Director
shall execute the Acknowledgment of Stock Restriction attached hereto as Exhibit
A.
6. EXPENSES.
The Director may incur reasonable expenses for promoting the Company's business,
including expenses for entertainment, travel, and similar items. The Company
will reimburse the Director for all such expenses upon periodic presentation of
an itemized account of such expenditures.
7. TERMINATION.
The Company may, without cause, terminate this Agreement at any time by giving
30 days written notice to the Director. In that event, the Director, if
requested by the Company, shall continue to render his services up to the date
of termination.
The Director may, without cause, terminate this Agreement by giving 60 days
written notice to the Company. In such event, the Director shall continue to
render his services up to the date of termination.
This Agreement will terminate immediately upon the Director's failure to be
elected or reelected to the Board of Directors during the term of this
agreement. Such termination shall final and this agreement shall not be
reinstated by any subsequent election.
8. INDEMNITY.
The Company hereby agrees to hold the Director harmless for any and all
liabilities that may arise from the actions of the Company prior to the
effective date of this agreement.
9. NOTICES.
Any notice required or desired to be given under this Agreement shall be deemed
given if in writing and sent by certified mail, return receipt requested, to:
The Director at
Associated Benefit Consultants
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
The Company's at
00 Xxxxx Xxxx Xxxxxx
Xxx Xxxx, XX 00000
10. WAIVER OF BREACH.
The Company's waiver of a breach of any provision of this Agreement by the
Director shall not operate or be construed as a waiver of any subsequent breach
by the Director. No waiver shall be valid unless in writing and signed by an
authorized officer of the Company.
11. ASSIGNMENT.
The Director acknowledges that his services are unique and personal.
Accordingly, the Director may not assign his rights or delegate his duties or
obligations under this Agreement. The Company's rights and obligations under
this Agreement shall inure to the benefit of, and shall be binding upon, the
Company`s successors and assigns.
12. ENTIRE AGREEMENT.
This Agreement contains the entire understanding of the parties. It may not be
changed orally but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification, extension, or discharge is
sought.
13. HEADINGS.
Headings in this Agreement are for convenience only and shall not be used to
interpret or construe its provisions.
14. COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument.
In witness whereof the parties have executed this Agreement on the __ day of
January, 2001.
The Director
/S/ Xxxxxxx X. Xxxxxx, Xx.
--------------------------
Xxxxxxx X. Xxxxxx, Xx.
ReTrac Medical, Inc., by
/S/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
President & CEO
ACKNOWLEDGMENT OF STOCK RESTRICTION
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The Shares to be issued in accordance with the agreement of date January _____,
2001, between ReTrac Medical, Inc. and Xxxxxxx X. Xxxxxx, Xx. will not have been
registered under the Securities Act of 1933, as amended, or registered or
qualified under any state securities laws, and as such, the Shares are and will
be restricted securities as such term is defined under the Securities Act of
1933, and the Shares will be issued in a transaction exempt from the
registration requirements of the 1933 Act and the registration or qualification
requirements of applicable state securities laws. The Shares will be and will
have been acquired by Xxxxxxx X. Xxxxxx, Xx. for investment purposes only and
not with a view to distribution or resale and may not be made subject to a
security interest, pledge, hypothecated, sold or otherwise transferred unless
such Shares are subsequently registered in accordance with the 1933 Act and
qualified or registered under applicable state securities laws or an exemption
from registration and qualification is available, and that, except as otherwise
provided in this Agreement, the Company is under no obligation to register or
qualify the Shares. The Company may require an opinion of counsel to Xxxxxxx X.
Xxxxxx, Xx. prior to authorizing the registration of any transfer of the Shares
in reliance on an exemption from registration or qualification to the effect
that the transfer is exempt from such registration or qualification.
Certificates evidencing the Shares shall bear a standard form Securities and
Exchange Commission restrictive legend and any such other legends as required by
applicable federal and state laws, and the transfer agent for the Company's
class of Common Shares shall be instructed to place a stop transfer order on the
stock books of the Company restricting the transfer of the Shares.
Xxxxxxx X. Xxxxxx, Xx. represents and warrants that Xxxxxxx X. Xxxxxx, Xx.
agrees to execute such other documents and instruments as counsel for the
Company reasonably deems necessary to effect the compliance of the issuance of
the Shares with federal and state laws.
Dated:
/S/ Xxxxxxx X. Xxxxxx, Xx.
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Xxxxxxx X. Xxxxxx, Xx.
