[EXHIBIT 10.7]
[FORM OF DIRECTOR'S SERVICES AGREEMENT]
Lorcom Technologies, Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
(000)000-0000
(000) 000-0000 (fax)
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_________________, 200_
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Re: LORCOM TECHNOLOGIES, INC.
Compensation, Duties and Related Matters Concerning Directors
Dear _________________:
In connection with Lorcom Technologies, Inc.'s ("Lorcom" or the
"Company") development and growth, the purpose of this letter is to provide you
with a written document setting forth your compensation and duties in connection
with your appointment to the Company as a member of the Board of Directors, as
follows:
1. While you have been initially appointed to the Company's Board of
Directors for a one (1) year term or until such time as the Company conducts an
annual meeting, your subsequent service as a Director is subject to election by
the Company's shareholders.
2. You will be a member of the Company's Board of Directors. The
Directors shall elect a Chairman of the Board of Directors. Your duties as a
Director include, but are not limited to, the creation of shareholder value, the
overseeing of the Company's financial auditing process, the appointment of the
Company's executive officers, formulation of the Company's business plan,
overseeing the implementation of the Company's business plan, creation and
implementation of internal financial controls, and the determination of
appropriate compensation for the Company's executives.
3. You will receive compensation as a Director of the Company as
follows:
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a. Options to purchase up to 5,000 shares of the Company's
common stock with the appropriate restrictive legend for each quarter of
service to be issued in accordance with the Board's instructions. Each
option shall entitle the holder to purchase one (1) share of the
Company's common stock at a price per share not less than the last sale
of shares offered or issued by the Company. However, no Director shall
be entitled to accumulate in the aggregate, total options exceeding five
percent (5%) of the issued and outstanding shares of the Company on a
fully-diluted basis solely from his/her compensation as a Director; and
b. Reimbursement of reasonable costs and expenses incurred in
connection with the exercise of your duties as a Director.
c. Added as a named insured on the Company's Directors and
Officers Liability Insurance policy.
d. Eligibility to receive bonuses predicated on extraordinary
contribution to the Company as determined by the Company's Board of
Directors.
4 . As a material condition of your appointment, you promise and agree
that you will not disclose or utilize any trade secrets, confidential
information, or any other proprietary information acquired during the course of
your appointment or election as a Director of the Company or its related
entities.
5. You also understand that the Company is subject to the Foreign
Corrupt Practices Act which prohibits any U.S. company from offering monetary or
other incentives to procure contracts to individuals, entities, or government
employees to which the individuals, entities, or government employees would
otherwise have no entitlement. In recognition of this prohibition, you promise
to refrain from any activity which would violate this prohibition or give the
appearance of a violation.
6. You agree to promptly disclose and assign to the Company any
inventions, technologies, processes, or discoveries of any kind and nature
whatsoever that you make, discover, or devise as a result of, or in connection
with, your appointment or election as a Director that are reasonably related to
the business of the Company (or its re1ated entities).
If the above accurately reflects your understanding of your
compensation, duties, and
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related matters to your employment, please affix your signature where
indicated below, returning the original to the Company and maintaining a copy
for your files.
LORCOM TECHNOLOGIES, INC.
By:_______________________________
Xxxxx Xxxxxx
Its Chief Executive Officer
ACKNOWLEDGMENT:
AGREED AND ACCEPTED THIS
____ DAY OF ___________ 200_.
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